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Sponsor says bill clarifies certificates of good standing for series LLCs
Summary
Rep. Brad Hudson told the House Commerce Committee the Senate committee substitute for SB 1142 codifies longstanding practice allowing the Secretary of State to issue certificates of good standing to individual series within series LLCs and make those series searchable on the Secretary of State website, easing interstate registration and payroll compliance.
Representative Brad Hudson presented the Senate committee substitute for Senate Bill 1142 to the House Commerce Committee, saying the measure clarifies that the Missouri Secretary of State may issue certificates of good standing to individual series of a series limited liability company and ensure each series is searchable on the Secretary of State’s website. Hudson described the change as a technical clarification of longstanding practice and said it is needed because the current Secretary of State’s office counsel questioned whether existing statutory language authorized issuance to individual series.
Hudson said the original 2013 series‑LLC law allowed formation of series LLCs and that previous Secretaries of State had issued certificates for each series. He told the committee these certificates are often required to register the series to do business in other states and to establish payroll tax accounts, and that the legislation was drafted with the Secretary of State’s office to resolve that authority question.
Susan Henderson Moore of Polsinelli, appearing for the bill, told the committee the measure is “purely clarification,” noting the House companion passed on a unanimous consent vote. Jared Hankinson of the Missouri Chamber of Commerce and Industry also went on record in support, saying the bill keeps government from obstructing business and aligns state practice with business needs.
No one spoke in opposition. The chair closed the hearing on the Senate committee substitute for SB 1142 and moved on to the next agenda item.
The committee did not take a recorded committee vote on SB 1142 during the public hearing portion; disposition was not recorded in the public hearing transcript.
