INVESTMENTS IN CERTAIN COMPANIES

Under this act, the State of Missouri, the political subdivisions thereof, and any retirement system established by the state or any political subdivision are prohibited from contracting with or investing in individuals, partnerships, corporations, or other legal entities investing or doing business with Russia. Existing contracts shall not be renewed and shall be cancelled or divested as soon as prudently possible. (Section 30.267)

This provision is substantially similar to SB 1239 (2022), SB 686 (2018), and SB 308 (2017).

MISSOURI DISASTER FUND

This act allows rural electric cooperatives, as defined in the act, to receive funds from the Missouri Disaster Fund. (Section 44.032)

This provision is identical to a provision in the perfected HCS/HB 1734 (2022).

S CORP AND LLC CAMPAIGN CONTRIBUTIONS

The act permits any limited liability company that has not elected to be classified as a corporation under federal law to make campaign contributions to any committee, provided such limited liability company has been in existence for at least one year prior to making such contribution and such entity submits a form to the Missouri Ethics Commission indicating that such LLC is a legitimate business with a legitimate business interest and is not created for the sole purpose of making campaign contributions. (Section 130.029)

S CORP TAX CREDIT

Current law authorizes a tax credit for the amount of income tax paid to another state for income that is also taxed in this state. This act allows such tax credit to be claimed by resident shareholders of an S corporation for the amount of tax imposed by this state on income earned in another state but not taxed by such state. (Section 143.081)

This provision is identical to SB 410 (2021).

MARIJUANA BUSINESS EXPENSES INCOME TAX DEDUCTION

This act allows taxpayers authorized under the Missouri Constitution to operate a business related to medical marijuana to claim an income tax deduction in an amount equal to any expenditures otherwise allowable as a federal income tax deduction, but that are disallowed for federal purposes because cannabis is a controlled substance under federal law. (Section 143.121)

This act is identical to SB 436 (2021) and to a provision contained in SS/SB 807 (2022), and is substantially similar to HB 877 (2021) and to a provision contained in CCS/HCS/SB 226 (2021) and HCS/SS/SB 283 (2021).

SALT PARITY ACT

This act establishes the "SALT Parity Act".

Current law provides that, in lieu of a corporate income tax on a pass-through entity, shareholders of such pass-through entity shall pay income tax on the shareholder's pro rata share of the entity's income attributable to Missouri. For tax years ending on or after December 31, 2022, this act allows the pass-through entity to elect to pay the tax, as described in the act. The tax shall be equal to the sum of each member's income and loss items, as described in federal law, reduced by a deduction allowed for qualified business income, as described in federal law, and modified by current provisions of state law relating to the taxation of pass-through entities, with such sum multiplied by the highest rate of tax in effect for the state personal income tax.

A nonresident who is a member, as defined in the act, shall not be required to file a tax return for a tax year if, for such tax year, the only income derived from this state for such member is from one or more affected business entities, as defined in the act, that has elected to pay the tax imposed under this act.

Each partnership and S corporation shall report to each of its members, for each tax year, the member's pro rata share of the tax imposed by this act.

Each taxpayer, including part-year residents, that is subject to the state personal income tax shall be allowed a tax credit if such taxpayer is a member of an affected business entity that elects to pay the tax imposed by this act. The tax credit shall be equal to the taxpayer's pro rata share of the tax paid under this act. Such tax credit shall be nonrefundable, but may be carried forward to subsequent tax years, except that a tax credit authorized for taxes paid to other states shall not be carried forward.

Each corporation that is subject to the state corporate income tax shall be allowed a tax credit if such corporation is a member of an affected business entity that elects to pay the tax imposed by this act. The tax credit shall be equal to the corporation's pro rata share of the tax paid under this act. Such tax credit shall be nonrefundable, but may be carried forward to subsequent tax years.

Partnerships and S corporations may elect to pay the tax imposed under this act by submitting a form to be provided by the Department of Revenue. A separate election shall be made for each tax year. Such election shall be signed either by each member of the electing entity, or by any officer, manager, or member of the electing entity who is authorized to make such election and who attests to having such authorization under penalty of perjury.

An affected business entity shall designate an affected business entity representative for the tax year to act on behalf of the affected business entity in any action required or permitted to be taken by an affected business entity pursuant to this act, a proceeding to protest taxes, an appeal to the Administrative Hearing Commission, or review by the judiciary with respect to such action, and the affected business entity's members shall be bound by those actions. (Section 143.436)

This provision is identical to SB 1154 (2022).

NAMES OF LIMITED LIABILITY COMPANIES

The act prohibits the name of any dissolved or canceled LLC from being used by any other for a period of one year following the dissolution or cancellation. (Section 347.020)

This provision is identical to a provision in SCS/SB 877 (2022), SCS/SB 286 (2021) and SCS/HCS/HB 162 (2021).

LIMITED LIABILITY COMPANIES - INFORMATION STATEMENTS

Every limited liability company (LLC) and foreign limited liability company (foreign LLC) is required to file an information statement with the Secretary of State (SOS) once every 5 years, accompanied by a fee of $15, or $5 if filed electronically. The SOS is permitted to administratively cancel the articles of incorporation of an LLC or the registration of a foreign LLC for failure to timely file an information statement. The act provides procedures for allowing a foreign LLC to apply to the SOS to have its registration reinstated following such a cancellation. Procedures are also created allowing an LLC to apply for reinstatement following the erroneous or accidental filing of a notice of winding up or notice of termination. (Sections 347.044, 347.179, 347.183)

These provisions are identical to provisions in SCS/SB 877 (2022) and are substantially similar to provisions in SCS/SB 286 (2021) and SCS/HCS/HB 162 (2021).

INVOLUNTARY DISSOLUTION OF LLCS

The modifies the procedure by which a court may decree dissolution of an LLC. Specifically, the court may issue such a decree if it determines:

It is not reasonably practicable to carry on the business in conformity with the operating agreement;

Dissolution is reasonably necessary for the protection of the rights or interests of the complaining members;

The business of the limited liability company has been abandoned;

The management of the limited liability company is deadlocked or subject to internal dissension; or

Those in control of the limited liability company have been found guilty of, or have knowingly countenanced, persistent and pervasive fraud, mismanagement, or abuse of authority. (Section 347.143)

This provision is identical to a provision in SCS/SB 877 (2022).

FILING FEES

The act reduces various filing fees imposed on LLC's and partnerships for filing certain documents with the SOS and provides for reduced fees for filing certain documents in an electronic format. Additionally, the act creates the following new fees:

A fee of $95 for filing a withdrawal of an erroneously or accidentally filed notice of winding up or articles of termination;

A fee of $10 for a filing relating to a limited liability series an additional fee of ten dollars for each series effected or $5 if filing online in an electronic format prescribed by the secretary; and

A fee of $95 for filing an application for reinstatement or $45 for filing online in an electronic format prescribed by the secretary. (Sections 347.179, 347.183, 358.460, and 358.470)

These provisions are identical to provisions in SCS/SB 877 (2022) and are substantially similar to provisions in SCS/SB 286 (2021) and SCS/HCS/HB 162 (2021).

SERIES LLCs

For purposes of Series LLCs, the maximum number of designated series that can be affected by a single filing made with the Secretary of State is 50. (Section 347.186)

This provision is identical to a provision in SCS/SB 877 (2022) and SCS/HCS/HB 162 (2021).

MEDICAL MARIJUANA FACILITIES

This act allows any entity that operates as a medical marijuana facility licensed or certified under Article XIV, Section 1 of the Constitution of Missouri to request in writing that a state or local licensing authority or agency, including but not limited to the Department of Health and Senior Services or Department of Revenue, share the entity's application, license, or other regulatory and financial information with a banking institution. Such written request must include a waiver giving authorization for the transfer of the individualized data, information, or records and waiving any confidentiality or privilege that applies to that individualized data, information, or records. A state or local licensing authority or agency is permitted to share the entity's information with the banking institution's state and federal supervisory agencies as well.

This provision is identical to SCS/SB 716 (2022) and SCS/SB 489 (2021).

CHARITABLE ORGANIZATIONS

Under this act, the state shall not impose any additional annual filing or reporting requirements on a charitable organization that are more stringent, restrictive, or expansive than the report already required to be submitted to the Attorney General's office unless such filing or report is specifically required by federal law.

This act shall not apply to labor organizations, state grants or contracts, or investigations by the Attorney General of charitable organizations as set forth in state statute. (Section 407.475)

This provision is identical to SCS/SB 968 (2022) and is substantially similar to HB 1490 (2022), provisions in CCS/HCS/SS/SB 333 (2021), and to HB 245 (2021).

RESTRICTIVE COVENANTS

This act modifies provisions relating to covenants between business entities and employees, distributors, dealers, franchisees, lessees, licensees, or owners or sellers of assets or interests in a business entity.

Currently, a covenant regarding solicitation, hiring, or otherwise interfering with an employee is enforceable if certain criteria are met. This act modifies that provision and requires that a covenant between an employer and an employee promising not to solicit, recruit, hire, induce, persuade, encourage, or otherwise interfere with an employee is enforceable if the covenant is between employers and employees, excluding secretarial or clerical employees with no interest in the business entity, and the post-employment or post-business duration is no more than two years. Additionally, a covenant regarding interference with an employee shall be conclusively presumed to be reasonable if its post-employment or post-business duration is no more than two years, instead of one year.

This act provides that a reasonable covenant in writing promising not to solicit, induce, persuade, encourage, accept business from, or otherwise interfere with, directly or indirectly, a business entity's customers shall be enforceable if the following requirements are met:

(1) The covenant is limited to customers with whom the employee dealt, as defined in the act; and

(2) The covenant between a business entity and an employee is not associated with the sale or ownership of assets or any interest in a business entity and does not continue for more than two years following the end of employment;

(3) The covenant between a business entity and a distributor, dealer, franchisee, lessee of real or personal property, or licensee of a trademark, trade dress, or service mark is not associated with the sale or ownership of assets or any interest in a business entity and does not continue for more than three years following the end of the business relationship; or

(4) The covenant between a business entity and the owner or seller of assets or interest in a business entity does not continue for more than the longer of either five years or the period during which payments are made as measured from the date of termination, closing, or disposition.

A breach or threatened breach of a covenant between a business entity and the owner or seller of assets or interest in a business entity shall create a conclusive presumption of irreparable harm in the absence of injunctive relief, without the necessity of establishing evidence of any actual or threatened damages or harm. Additionally, a provision in such a covenant in which an employee promises to provide notice to a business entity of the employee's intent to terminate, sell, or otherwise dispose of an asset or interest is presumed to be enforceable if the notice period is no longer than 30 days and the business entity agrees to pay the employee's regular rate of pay and regular benefits during the notice period.

The reasonableness of a covenant shall be determined by the facts and circumstances pertaining to it. Furthermore, this act provides that a covenant shall be presumed to be reasonable if its post-employment, post-termination, post-business relationship, post-sale, or post-disposition duration does not exceed the duration requirements.

No express reference to geographical area is required for the enforceability of a covenant. Additionally, a covenant that is overbroad, overlong, or otherwise unreasonable to protect legitimate business interests of the person seeking enforcement shall be modified by a court, which shall only grant relief reasonably necessary to protect those interests. (Sections 431.201 and 431.202)

This provision is identical to SB 833 (2022) and to provisions in SB 181 (2021), SCS/HCS/HB 1242 (2021), in HB 1008 (2021), in SCS/HCS/HB 1204 (2021), SB 922 (2020), and HB 2684 (2020).

RESEARCH EXPENSES TAX CREDIT

A tax credit for a portion of qualified research expenses, as defined in federal law, expired on December 31, 2004. This act reauthorizes such tax credit, which shall be equal to 15% of qualified research expenses, or 20% of qualified research expenses if done in conjunction with a public or private college or university located in this state, as described in the act. Tax credits shall not be issued for any qualified research expenses that exceed 200% of the taxpayer's average qualified research expenses incurred during the three immediately preceding tax years. Tax credits issued under the act shall not be refundable, but may be carried forward for the twelve succeeding tax years, and may be transferred, sold, or assigned. A taxpayer shall not receive tax credits in excess of $300,000 in a calendar year.

This act also authorizes a sales tax exemption for the purchase of qualified research and development equipment and property, as defined in the act.

Tax credits issued under the act shall not exceed ten million dollars in any year, provided that five million dollars of such tax credits shall be reserved for minority business enterprises, women's business enterprises, and small businesses, as defined in the act.

This provision shall sunset on December 31, 2028, unless reauthorized by the General Assembly.

This provision is identical to SB 688 (2022) and is substantially similar to SCS/SB 545 (2021) and HCS/HB 690 (2021), and to a provision contained in SS/SCS/SB 354 (2021).

JOSH NORBERG