Bill > HB125

This bill modifies Missouri state law regarding the dissolution of limited liability companies (LLCs) by expanding the circumstances under which circuit courts can involuntarily dissolve an LLC. Currently, the attorney general can seek dissolution if an LLC has obtained its organization through fraud, exceeded legal authority, conducted business illegally, or acted contrary to public policy. The bill adds several new grounds for dissolution that can be initiated by a member, including situations where it is not reasonably practicable to continue the business according to its operating agreement, the business has been abandoned, the management is deadlocked or experiencing internal conflict, business operations are substantially impaired, or those in control of the LLC have engaged in persistent fraud, mismanagement, or abuse of authority. The bill also requires that in cases where a member seeks dissolution, the court must determine that dissolution is necessary to protect the rights and interests of the complaining members. These changes provide circuit courts with more flexible and comprehensive criteria for dissolving LLCs when significant operational or ethical issues arise.

Business and Industry, Government Affairs

https://house.mo.gov/Bill.aspx?bill=HB125&year=2025&code=R