Bill > HB3094

This bill allows a Limited Liability Company (LLC), which is a business structure that combines the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation, to move from one state to another through a process called domestication, provided that both the originating and destination states permit such a move. The bill defines key terms like "domestication" as the transaction itself, "domesticating entity" as the LLC that is moving, and "domesticated entity" as the LLC after it has moved to the new state. It outlines the requirements for approving a plan of domestication, including the necessary information that must be included in the plan, such as the names of the entities, how ownership interests will be converted, and the proposed governing documents for the domesticated entity. The bill also details the process for amending or abandoning a domestication plan and specifies the content of the "statement of domestication" that must be filed with the secretary of state to make the move official. Crucially, when a domestication becomes effective, the domesticated entity is considered the same entity without interruption, retaining all its property, liabilities, rights, and privileges, and its existing ownership interests are converted according to the domestication plan. The bill also clarifies that domestication does not trigger dissolution or liquidation of the LLC and addresses how interest holder liability is handled during and after the transition. Finally, it establishes rules for the evidentiary value of documents filed with the secretary of state and grants the secretary of state the authority to create necessary forms and regulations for implementing these domestication procedures.

https://house.mo.gov/Bill.aspx?bill=HB3094&year=2026&code=R