HB 1983 -- Business Organizations

Sponsor:  Pratt

This bill allows Missouri corporations to convert to an other
entity by adoption of a resolution by its board of directors
approving the conversion and by approval of all shareholders
supporting the adoption of the resolution.  The bill specifies
that "other entity" is a limited liability company, statutory
trust, business trust or association, real estate investment
trust, common-law trust, or any other unincorporated business
including a partnership or a foreign corporation.  The
corporation must file with the Office of the Secretary of State a
certificate of conversion certifying:

(1)  The name of the corporation;

(2)  The date of the filing of its original articles of
incorporation;

(3)  The name and jurisdiction of the entity to which the
corporation is being converted;

(4)  The approval of the conversion; and

(5)  The corporation's assent to service of process in Missouri
and the address at which the company may be served.

Any other entity is allowed to convert to a corporation by
approval of the conversion in accordance with its internal
procedure and policy and by filing with the Office of the
Secretary of State articles of incorporation and a certificate of
conversion stating:

(1)  The date which the other entity was first created;

(2)  The jurisdiction where the other entity was first created;

(3)  The name of the other entity immediately preceding the
conversion; and

(4)  The name of the corporation as specified in its articles of
incorporation.

Any conversion will not be deemed a dissolution of the prior
entity, but rather will constitute a continuation of the
existence of the converting business entity.

Missouri House of Representatives
94th General Assembly, 2nd Regular Session
Last Updated October 15, 2008 at 3:11 pm