Committee hears bill to let series LLCs get standalone certificates of good standing
Loading...
Summary
Rep. Chris Brown told the Missouri House committee HB2508 would add explicit language permitting a series limited liability company in good standing to obtain a standalone certificate of good standing and be listed individually on the Secretary of State’s website, a change supporters say removes an administrative barrier for Missouri businesses operating across state lines.
Rep. Chris Brown, Missouri House representative for District 16, introduced House Bill 2508 on the committee floor, saying the measure clarifies the authority of the Missouri Secretary of State to issue standalone certificates of good standing to series limited liability companies and to list each series on the Secretary of State’s website.
Brown said the change is limited and technical: the 2013 law that authorized series LLCs allowed companies to create series under a parent LLC, but recent practice by the Secretary of State’s office has left uncertainty about whether a single series could obtain a separate certificate to register or do business in another state. "A series of limited liability company that is in good standing shall be able to obtain a standalone certificate of good standing from the Missouri secretary of state," Brown said, summarizing the bill’s operative language.
Supporters told the committee the proposal simply restores clarity for existing business practices and helps Missouri firms expand. Susan Henderson Moore of the law firm Polsinelli testified that clients use the series structure for efficiency and need clear access to certificates to do routine out-of-state transactions. "We just want the clients who have this model to be able to continue to operate in the same fashion that they have been for the last 12 years," Henderson Moore said.
Anthony Leolaus, assistant vice president of government relations for a multi-series firm, gave a concrete example: one West-series unit seeking to open an office outside Missouri could not complete a lease or register in another state because it lacked a standalone certificate of good standing. "Theyare unable to do it without the certificate of good standing," Leolaus told the committee, arguing that listing each series and allowing standalone certificates prevents confusion and ensures the correct entity is named in litigation.
Jared Hankinson of the Missouri Chamber of Commerce called the bill "good governance," saying it minimizes regulatory hurdles and increases pathways for businesses. Several committee members voiced support and framed the change as technical rather than substantive: the 2013 Legislature originally authorized series LLCs by large margins, Brown noted during his presentation.
The hearing closed with supporters at the mic and no registered opposition in person; the committee did not vote on the bill during the hearing. The bill sponsor and witnesses told the committee they are available to answer follow-up technical questions from staff.
