EXPLANATION-Matter enclosed in bold-faced brackets [thus] in this bill is not enacted
and is intended to be omitted in the law.
FIRST REGULAR SESSION
[PERFECTED]
SENATE SUBSTITUTE FOR
SENATE COMMITTEE SUBSTITUTE FOR
SENATE BILL NO. 97
103RD GENERAL ASSEMBLY
INTRODUCED BY SENATOR CRAWFORD.
0676S.04P KRISTINA MARTIN, Secretary
AN ACT
To repeal sections 362.020, 362.247, 362.275, 362.295, 362.490, 427.300, and 447.200, RSMo,
and to enact in lieu thereof eight new sections relating to financial institutions, with
penalty provisions.
Be it enacted by the General Assembly of the State of Missouri, as follows:
Section A. Sections 362.020, 362.247, 362.275, 362.295, 1
362.490, 427.300, and 447.200, RSMo, are repealed and eight new 2
sections enacted in lieu thereof, to be known as sections 3
362.020, 362.247, 362.275, 362.295, 362.424, 362.490, 370.245, 4
and 427.300, to read as fo llows:5
362.020. 1. The articles of agreement mentioned in 1
this chapter shall set out: 2
(1) The corporate name of the proposed corporation. 3
The corporate name shall not be a name, or an imitation of a 4
name, used within the preceding fifty y ears as a corporate 5
title of a bank or trust company incorporated in this state; 6
(2) The name of the city or town and county in this 7
state in which the corporation is to be located; 8
(3) The amount of the capital stock of the 9
corporation, the number of shares into which it is divided, 10
and the par value thereof; that the same has been subscribed 11 SS SCS SB 97 2
in good faith and all thereof actually paid up in lawful 12
money of the United States and is in the custody of the 13
persons named as the first board o f directors or managers; 14
(4) The names and places of residences of the several 15
shareholders and number of shares subscribed by each; 16
(5) The number and the names of the first directors; 17
(6) The purposes for which the corporation is forme d; 18
(7) Any provisions relating to the preemptive rights 19
of a shareholder as provided in section 351.305. 20
2. The articles of agreement may provide for the 21
issuance of additional shares of capital stock or other 22
classes of stock pursuant to th e same procedures and 23
conditions as provided under section 351.180, provided that 24
such terms and procedures are acceptable to the director of 25
finance and provided that any notice or other approval 26
required to be given or obtained from the state of Miss ouri 27
shall be given or obtained from the director of the division 28
of finance. 29
3. The articles of agreement may designate the number 30
of directors necessary to constitute a quorum, and may 31
provide for the number of years the corporation is to 32
continue, or may provide that the existence of the 33
corporation shall continue until the corporation shall be 34
dissolved by consent of the stockholders or by proceedings 35
instituted by the state under any statute now in force or 36
hereafter enacted. 37
362.247. 1. A majority of the full board of directors 1
shall constitute a quorum for the transaction of business 2
unless another number is required by the articles of 3
agreement, the bylaws or by law. The act of a majority of 4
the directors present at a meeting at which a quorum is 5
present shall be the act of the board of directors unless 6 SS SCS SB 97 3
the act of a greater number is required by the articles of 7
agreement, the bylaws or by law. 8
2. Unless otherwise prohibited by statute or 9
[regulation] an order or memorandum of understanding entered 10
into with the director of finance related to bank safety and 11
soundness, directors may attend board meetings by telephonic 12
conference call or video conferencing, and the bank or trust 13
company may include i n a quorum directors who are not 14
physically present but are allowed to vote [, provided the 15
bank or trust company has a composite rating of 1 or 2 under 16
the Uniform Financial Institutions Rating System of the 17
Federal Financial Institution Examination Co unsel (FFIEC)]. 18
3. Any director remotely attending a board meeting via 19
telephone or video conferencing may be counted toward a 20
quorum for such meeting and, if the director is not 21
otherwise prohibited, may vote on matters before the bank or 22
trust company's board so long as the meeting minutes 23
identify the director appearing remotely and reflect that 24
the remote director: 25
(1) Received formal notice of the board meeting for 26
which he or she is attending or waived such notice as 27
otherwise provided by law; 28
(2) Received the board meeting information required 29
for each board of director's meeting as provided by section 30
362.275; 31
(3) Was alone when participating in such board meeting 32
or was in the physical presence of no one not a dire ctor of 33
such bank or trust company; and 34
(4) Was able to clearly hear such board meeting 35
discussion from its beginning to end. 36
4. The director of the division of finance may 37
promulgate additional regulations, reasonable in scope, to 38 SS SCS SB 97 4
provide for the integrity of the board of directors' 39
operations when directors attend board meetings remotely, 40
the safety and soundness of the bank or trust company's 41
operation, and the bank or trust company's interest in 42
minimizing the cost of compliance with such regulation. 43
362.275. 1. The board of directors of every bank and 1
trust company organized or doing business pursuant to this 2
chapter shall hold a regular meeting at least once each 3
month, or, upon application to and acceptance by the 4
director of finance, at such other times, not less 5
frequently than once each calendar quarter as the director 6
of finance shall approve, which approval may be rescinded at 7
any time. There shall be submitted to the meeting a list 8
giving the aggregate of loans, discounts, acceptances and 9
advances, including overdrafts, to each individual, 10
partnership, corporation or person whose liability to the 11
bank or trust company has been created, extended, renewed or 12
increased since the cut -off date prior to the regular 13
meeting by more than an amount to be determined by the board 14
of directors, which minimum amount shall not exceed five 15
percent of the bank's legal loan limit, except the minimum 16
amount shall in no case be less than ten thousand dollars; a 17
second list of the aggregate indebtedness of each borrower 18
whose aggregate indebtedness exceeds five times such minimum 19
amount, except the aggregate indebtedness shall in no case 20
be less than fifty thousand dollars; a third list showing 21
all paper past due thirty days or more or alternatively, the 22
third list shall report the total past -due ratio for loans 23
thirty days or more past due, nonaccrual loans divided by 24
total loans, and a listing of past -due loans in excess of 25
the minimum amount to be det ermined by the board of 26
directors, which minimum amount shall not exceed five 27 SS SCS SB 97 5
percent of the bank's legal loan limit, except the minimum 28
amount shall in no case be less than ten thousand dollars [; 29
and a fourth list showing the aggregate of the then -existing 30
indebtedness and liability to the bank or trust company of 31
each of the directors, officers, and employees thereof ]. 32
The information called for in the second [,] and third[, and 33
fourth] lists shall be submitted as of the date of the 34
regular meeting or as of a reasonable date prior thereto. 35
No bills payable shall be made, and no bills shall be 36
rediscounted by the bank or trust company except with the 37
consent or ratification of the board of directors; provided, 38
however, that if the bank or trus t company is a member of 39
the federal reserve system, rediscounts may be made to it by 40
the officers in accordance with its rules, a list of all 41
rediscounts to be submitted to the next regular meeting of 42
the board. The director of finance may require, b y order, 43
that the board of directors of a bank or trust company 44
approve or disapprove every purchase or sale of securities 45
and every discount, loan, acceptance, renewal or other 46
advance including every overdraft over an amount to be 47
specified in the director's order and may also require that 48
the board of directors review, at each monthly meeting, a 49
list of the aggregate indebtedness of each borrower whose 50
aggregate indebtedness exceeds an amount to be specified in 51
the director's order. The minutes of the meeting shall 52
indicate the compliance with the requirements of this 53
section. Furthermore, the debtor's identity on the 54
information required in this subsection may be masked by 55
code to conceal the actual debtor's identity only for 56
information mailed to or otherwise provided directors who 57
are not physically present at the board meeting. The code 58 SS SCS SB 97 6
used shall be revealed to all directors at the beginning of 59
each board meeting for which this procedure is used. 60
2. For any issue in need of i mmediate action, the 61
board of directors or the executive committee of the board 62
as defined in section 362.253 may enter into a unanimous 63
consent agreement as permitted by subsection 2 of section 64
351.340. Such consent may be communicated by facsimile 65
transmission or by other authenticated record, separately by 66
each director, provided each consent is signed by the 67
director and the bank has no indication such signature is 68
not the director's valid consent. When the bank or trust 69
company has received u nanimous consent from the board or 70
executive committee, the action voted on shall be considered 71
approved. 72
362.295. 1. Within ten days after service upon it of 1
the notice provided for by section 361.130, every bank and 2
trust company shall make a written report to the director, 3
which report shall be in the form and shall contain the 4
matters prescribed by the director and shall specifically 5
state the items of capital, deposits, specie and cash items, 6
public securities and private s ecurities, real estate and 7
real estate securities, and such other items as may be 8
necessary to inform the public as to the financial condition 9
and solvency of the bank or trust company, or which the 10
director may deem proper to include therein. In lieu of 11
requiring direct filing of reports of condition, the 12
director may accept reports of condition or their equivalent 13
as filed with federal regulatory agencies and may require 14
verification and the filing of supplemental information as 15
the director deems necessary. 16
2. Every report shall be verified by the oaths of the 17
president or vice president and cashier or secretary or 18 SS SCS SB 97 7
assistant cashier or assistant secretary, and the 19
verification shall state that the report is true and correct 20
in all respects to the best of the knowledge and belief of 21
the persons verifying it, and the report shall be attested 22
by three directors, and shall be a report of the actual 23
condition of the bank or trust company at the close of 24
business on the day designated and which day shall be prior 25
to the call. If the director of finance obtains the data 26
pursuant to subsection 3 of section 361.130, the director 27
may rely on the verification provided to the federal 28
regulatory agency. 29
3. [Every report, exclusive of t he verification, 30
shall, within thirty days after it shall have been filed 31
with the director, be published by the bank or trust company 32
in one newspaper of the place where its place of business is 33
located, or if no newspaper is published there, in a 34
newspaper of general circulation in the town and community 35
in which the bank or trust company is located; the newspaper 36
to be designated by the board of directors and a copy of the 37
publication, with the affidavit of the publisher thereto, 38
shall be attached to the report; provided, if the bank or 39
trust company is located in a town or city having a 40
population exceeding ten thousand inhabitants, then the 41
publication must be in a daily newspaper, if published in 42
that city; but if the bank or trust company is located in a 43
town or city having a population of ten thousand inhabitants 44
or less, then the publication may be in either a daily or 45
weekly newspaper published in the town or city as aforesaid; 46
and in all cases a copy of the statement shall be poste d in 47
the banking house accessible to all. 48
4.] The bank and trust company shall also make such 49
other special reports to the director as he may from time to 50 SS SCS SB 97 8
time require, in such form and at such date as may be 51
prescribed by him, and the report sha ll, if required by him, 52
be verified in such manner as he may prescribe. 53
[5.] 4. If the bank or trust company shall fail to 54
make any report required by this section on or before the 55
day designated for the making thereof, or shall fail to 56
include therein any matter required by the director, the 57
bank or trust company shall forfeit to the state the sum of 58
one hundred dollars for every day that the report shall be 59
delayed or withheld, and for every day that it shall fail to 60
report any omitted matte r, unless the time therefor shall 61
have been extended by the director. Should any president, 62
cashier or secretary of the bank or trust company or any 63
director thereof fail to make the statement so required of 64
him or them, or willfully and corruptly mak e a false 65
statement, he or they, and each of them, shall be deemed 66
guilty of a misdemeanor, and, upon conviction thereof, upon 67
information, punished by a fine for each offense not 68
exceeding five hundred dollars and not less than one hundred 69
dollars, or by imprisonment not less than one or more than 70
twelve months in the city or county jail, or by both such 71
fine and imprisonment. 72
[6.] 5. A bank or trust company [may provide each 73
written] shall provide a paper or electronic copy of any 74
regular periodic report required to be [published free of 75
charge to the public; and when each bank or trust company 76
notifies their customers that such information is available; 77
and when one copy of such information is available to each 78
person that requests it, the newspaper publication 79
provisions of this section shall not be enforced against 80
such bank or trust company ] filed under section 361.130 to 81
each customer that requests it . 82 SS SCS SB 97 9
362.424. 1. For purposes of this section, the 1
following terms mean: 2
(1) "Bank", includes any state or federally chartered 3
bank, savings bank, or savings and loan association 4
providing banking services to Missouri customers; 5
(2) "Trusted contact", any adult person designated by 6
a bank customer that a bank may contact in the event of an 7
emergency or loss of contact with the customer, or in the 8
event of suspected third -party fraud or financial 9
exploitation targeting the customer. 10
2. Notwithstanding any other provision of law to the 11
contrary, any bank may report suspected fraudulent activity 12
or financial exploitation targeting any of its customers to 13
a federal, state, county, or municipal law enforcement 14
agency or any appropriate public protective agency and shall 15
be immune from civil liab ility in doing so. 16
3. Notwithstanding any other provision of law to the 17
contrary, any bank, on a voluntary basis, may offer a 18
trusted contact program to customers who may designate one 19
or more trusted contacts for the bank to contact in the 20
event a customer is not responsive to bank communications, 21
the bank is presented with an urgent matter or emergency 22
involving the customer and the bank is unable to locate the 23
customer, or the bank suspects fraudulent activity or 24
financial exploitation targ eting the customer or the account 25
has been deemed dormant and the bank is attempting to verify 26
the status and location of the customer. The bank may 27
establish such procedures, requirements, and forms as it 28
deems appropriate and necessary should the ba nk decide to 29
implement a trusted contact program. 30
4. Notwithstanding any other provision of law to the 31
contrary, any bank may voluntarily offer customers an 32 SS SCS SB 97 10
account with convenience and security features that set 33
transaction limits and permit lim ited access to view account 34
activity for one or more trusted contacts designated by the 35
customer. 36
5. No bank shall be liable for the actions of a 37
trusted contact. 38
6. No bank shall be liable for declining to interact 39
with a trusted contact w hen the bank, in good faith and 40
exercising reasonable care, determines that a trusted 41
contact is not acting in the best interests of the customer. 42
7. A person designated by a customer as a trusted 43
contact who acts in good faith and exercises reaso nable care 44
shall be immune from liability. 45
8. A customer may withdraw any appointment of a person 46
as trusted contact at any time and any trusted contact may 47
withdraw from status as a trusted contact at any time. The 48
bank may require such documen tation or verification as it 49
deems necessary to establish the withdrawal or termination 50
of a trusted contact. 51
9. No bank shall be civilly liable for implementing or 52
not implementing a trusted contact program or for actions or 53
omissions related to providing or administering a trusted 54
contact program. 55
362.490. 1. Notwithstanding any provision of law of 1
this state or of any political subdivision thereof requiring 2
security for deposits in the form of collateral, surety bond 3
or in any other form, security for such deposits shall not 4
be required to the extent said deposits are insured under 5
the provisions of an act of congress creating and 6
establishing the Federal Deposit Insurance Corporation or 7
similar agency created and es tablished by the Congress of 8
the United States. 9 SS SCS SB 97 11
2. (1) As an alternative to the requirements for 10
direct pledging of security for deposit of public funds in 11
excess of the amount that is federally insured or guaranteed 12
pursuant to sections 110.010 , 110.020, and 110.060, a 13
banking institution authorized as legal depositary for 14
public funds may secure the deposits of any governmental 15
entity by granting a security interest in a single pool of 16
securities to secure the repayment of all public funds 17
deposited in the banking institution by such governmental 18
entities and not otherwise federally insured or secured 19
pursuant to law. 20
(2) A banking institution may secure the deposit of 21
public funds using the direct method as provided in chapter 22
110, or the single bank pooled method provided in this 23
section, or may elect to offer government entities the 24
choice of either method to secure the deposit of public 25
funds. 26
(3) Under the direct method, a banking institution may 27
secure the deposit o f public funds of each government entity 28
separately by furnishing securities pursuant to sections 29
110.010, 110.020, and 110.060. 30
(4) Under the single bank pooled method a banking 31
institution may secure the deposit of public funds of one or 32
more government entities through a pool of eligible 33
securities held in custody and safekeeping with one or more 34
other banking institutions or safe depositaries, to be held 35
subject to the order of the director of the division of 36
finance or the administrator a ppointed pursuant to 37
subsection 3 of this section for the benefit of the 38
government entities having public funds deposited with such 39
banking institution as set forth in this section. 40 SS SCS SB 97 12
3. (1) The director of the division of finance shall 41
have exclusive authority to appoint a bank, trust company, 42
or association for Missouri banks which is chartered or 43
incorporated in Missouri to serve as the administrator with 44
respect to a single bank pooled method. The administrator 45
shall act as an agent for b anking institutions and as the 46
nominee of the government entities for purposes of 47
administering the pool of securities pledged to secure 48
uninsured public fund deposits. The fees and expenses of 49
such administrator shall be paid by the banking instituti ons 50
utilizing the single bank pooled method. The single bank 51
pooled method shall not be utilized by any banking 52
institution unless an administrator has been appointed by 53
the director pursuant to this section and is acting as the 54
administrator. The director may require the administrator 55
to post a surety bond or security to the director in an 56
amount up to one hundred thousand dollars to assure the 57
faithful performance of the duties of the administrator. 58
(2) At all times the aggregate market va lue of the 59
pool of securities so deposited, pledged, or in which a 60
security interest is granted shall be at least equal to one 61
hundred two percent of the amount on deposit which is in 62
excess of the amount so insured. 63
(3) Each banking institution shall carry on its 64
accounting records at all times a general ledger or other 65
appropriate account of the total amount of all public funds 66
to be secured by the pool of securities as determined at the 67
opening of business each day, and the aggregate market value 68
of the pool of securities pledged, or in which a security 69
interest is granted to secure such public funds. 70
(4) If a banking institution elects to secure the 71
deposit of public funds through the use of the single bank 72 SS SCS SB 97 13
pooled method, such ban king institution shall notify the 73
administrator in writing that it has elected to utilize the 74
single bank pooled method and the proposed effective date 75
thereof and enter such agreement as the administrator may 76
require. 77
(5) A banking institution m ay not retain any deposit 78
of public funds which is required to be secured unless it 79
has secured the deposits for the benefit of the government 80
entities having public funds with such banking institution 81
pursuant to this section. 82
(6) Only the securities and collateral described or 83
listed pursuant to section 30.270 for the safekeeping and 84
payment of deposits by the state treasurer may be provided 85
and accepted as security for the deposit of public funds and 86
shall be eligible as collateral. The administrator shall 87
not accept any securities which are not described or listed 88
pursuant to section 30.270. 89
(7) The administrator may establish such procedures 90
and reporting requirements as necessary for depository 91
banking institutions and their sa fekeeping banks or 92
depositaries to confirm the amount of insured public fund 93
deposits, the pledge of securities to the administrator to 94
secure the deposit of public funds, as agent for each 95
participating banking institution, and to monitor the market 96
value of pledged securities as reported by the custody 97
agents, and to add, substitute, or remove securities held in 98
the single bank pool as directed by the depository banking 99
institution. 100
(8) In the event of the failure and insolvency of a 101
banking institution using the single bank pooled method, 102
subject to any order of the director pursuant to powers 103
vested under chapter 361, the administrator shall direct the 104 SS SCS SB 97 14
safekeeping banks or depositaries to sell the pledged 105
securities and direct proceeds to the payment of the 106
uninsured public fund deposits or to transfer the pledged 107
securities to that banking institution's primary supervisory 108
agency or the duly appointed receiver for the banking 109
institution to be liquidated to pay out the uninsured pu blic 110
fund deposits. 111
370.245. 1. For purposes of this section, the 1
following terms mean: 2
(1) "Credit union", any state or federally chartered 3
credit union providing financial services to members; 4
(2) "Trusted contact", an y adult person designated by 5
a credit union member that a credit union may contact in the 6
event of an emergency or loss of contact with the member, or 7
suspected third party fraud or financial exploitation 8
targeting the member. 9
2. Notwithstanding any other provision of law to the 10
contrary, any credit union may report suspected fraudulent 11
activity or financial exploitation targeting any of its 12
members to a federal, state, county, or municipal law 13
enforcement agency or any appropriate public prot ective 14
agency and shall be immune from civil liability in doing so. 15
3. Notwithstanding any other provision of law to the 16
contrary, any credit union, on a voluntary basis, may offer 17
a trusted contact program to members who may designate one 18
or more trusted contacts for the credit union to contact in 19
the event a member is not responsive to credit union 20
communications, the credit union is presented with an urgent 21
matter or emergency involving the member and the credit 22
union is unable to locate th e member, or the credit union 23
suspects fraudulent activity or financial exploitation 24
targeting the member or the account has been deemed dormant 25 SS SCS SB 97 15
and the credit union is attempting to verify the status and 26
location of the member. The credit union may e stablish such 27
procedures, requirements, and forms as it deems appropriate 28
and necessary should the credit union opt to implement a 29
trusted contact program. 30
4. Notwithstanding any other provision of law to the 31
contrary, any credit union may volunt arily offer members an 32
account with convenience and security features that set 33
transaction limits and permit limited access to view account 34
activity for one or more trusted contacts designated by the 35
member. 36
5. No credit union shall be liable for the actions of 37
a trusted contact. 38
6. No credit union shall be liable for declining to 39
interact with a trusted contact when the credit union, in 40
good faith and exercising reasonable care, determines that a 41
trusted contact is not acting in the bes t interests of the 42
member. 43
7. A person designated by a member as a trusted 44
contact who acts in good faith and exercises reasonable care 45
shall be immune from liability. 46
8. A member may withdraw any appointment of a person 47
as a trusted contact at any time and any trusted contact may 48
withdraw from status as a trusted contact at any time. The 49
credit union may require such documentation or verification 50
as it deems necessary to establish the withdrawal or 51
termination of a trusted contact. 52
9. No credit union shall be civilly liable for 53
implementing or not implementing or for actions or omissions 54
related to providing or administering a trusted contact 55
program. 56 SS SCS SB 97 16
427.300. 1. This section shall be known and may be 1
cited as the "Commercial Financing Disclosure Law". 2
2. For purposes of this section, the following terms 3
mean: 4
(1) "Account"; 5
(a) Includes: 6
a. A right to payment of a monetary obligation, 7
regardless of whether earned by performance, f or one of the 8
following: 9
(i) Property that has been or is to be sold, leased, 10
licensed, assigned, or otherwise disposed of; 11
(ii) Services rendered or to be rendered; 12
(iii) A policy of insurance issued or to be issued; 13
(iv) A secondary obligation incurred or to be incurred; 14
(v) Energy provided or to be provided; 15
(vi) The use or hire of a vessel under a charter or 16
other contract; 17
(vii) Arising out of the use of a credit or charge 18
card or information contained on o r for use with the card; or 19
(viii) As winnings in a lottery or other game of 20
chance operated or sponsored by a state, governmental unit 21
of a state, or person licensed or authorized to operate the 22
game by a state or governmental unit of a state; an d 23
b. Health-care-insurance receivables; and 24
(b) Does not include: 25
a. Rights to payment evidenced by chattel paper or an 26
instrument; 27
b. Commercial tort claims; 28
c. Deposit accounts; 29
d. Investment property; 30
e. Letter-of-credit rights or letters of credit; or 31 SS SCS SB 97 17
f. Rights to payment for moneys or funds advanced or 32
sold, other than rights arising out of the use of a credit 33
or charge card or information contained on or for use with 34
the card; 35
(2) "Accounts receivable purchase transaction", any 36
transaction in which the business forwards or otherwise 37
sells to the provider all or a portion of the business's 38
accounts or payment intangibles at a discount to their 39
expected value. The provider's characterization of an 40
accounts receivable purchase transaction as a purchase is 41
conclusive that the accounts receivable purchase transaction 42
is not a loan or a transaction for the use, forbearance, or 43
detention of money; 44
(3) "Broker", any person who, for compens ation or the 45
expectation of compensation, obtains a commercial financing 46
transaction or an offer for a commercial financing 47
transaction from a third party that would, if executed, be 48
binding upon that third party and communicates that offer to 49
a business located in this state. The term broker excludes 50
a provider, or any individual or entity whose compensation 51
is not based or dependent on the terms of the specific 52
commercial financing transaction obtained or offered; 53
(4) "Business", an individ ual or group of individuals, 54
sole proprietorship, corporation, limited liability company, 55
trust, estate, cooperative, association, or limited or 56
general partnership engaged in a business activity; 57
(5) "Business purpose transaction", any transactio n 58
where the proceeds are provided to a business or are 59
intended to be used to carry on a business and not for 60
personal, family, or household purposes. For purposes of 61
determining whether a transaction is a business purpose 62
transaction, the provider m ay rely on any written statement 63 SS SCS SB 97 18
of intended purpose signed by the business. The statement 64
may be a separate statement or may be contained in an 65
application, agreement, or other document signed by the 66
business or the business owner or owners; 67
(6) "Commercial financing facility", a provider's plan 68
for purchasing multiple accounts receivable from the 69
recipient over a period of time pursuant to an agreement 70
that sets forth the terms and conditions governing the use 71
of the facility; 72
(7) "Commercial financing transaction", any commercial 73
loan, accounts receivable purchase transaction, commercial 74
open-end credit plan or each to the extent the transaction 75
is a business purpose transaction; 76
(8) "Commercial loan", a loan to a business, w hether 77
secured or unsecured; 78
(9) "Commercial open-end credit plan", commercial 79
financing extended by any provider under a plan in which: 80
(a) The provider reasonably contemplates repeat 81
transactions; and 82
(b) The amount of financing that may be extended to 83
the business during the term of the plan, up to any limit 84
set by the provider, is generally made available to the 85
extent that any outstanding balance is repaid; 86
(10) "Depository institution", any of the following: 87
(a) A bank, trust company, or industrial loan company 88
doing business under the authority of, or in accordance 89
with, a license, certificate, or charter issued by the 90
United States, this state, or any other state, district, 91
territory, or commonwealth of the Uni ted States that is 92
authorized to transact business in this state; 93 SS SCS SB 97 19
(b) A federally chartered savings and loan 94
association, federal savings bank, or federal credit union 95
that is authorized to transact business in this state; or 96
(c) A savings and loan association, savings bank, or 97
credit union organized under the laws of this or any other 98
state that is authorized to transact business in this state; 99
(11) "General intangible", any personal property, 100
including things in action, other than accounts, chattel 101
paper, commercial tort claims, deposit accounts, documents, 102
goods, instruments, investment property, letter -of-credit 103
rights, letters of credit, money, and oil, gas, or other 104
minerals before extraction. General intangible also 105
includes payment intangibles and software; 106
(12) "Payment intangible", a general intangible under 107
which the account debtor's principal obligation is a 108
monetary obligation; 109
(13) "Provider", a person who consummates more than 110
five commercial financi ng transactions to a business located 111
in this state in any calendar year. Provider also includes 112
a person that enters into a written agreement with a 113
depository institution to arrange for the extension of a 114
commercial financing transaction by the depo sitory 115
institution to a business via an online lending platform 116
administered by the person. The fact that a provider 117
extends a specific offer for a commercial financing 118
transaction on behalf of a depository institution shall not 119
be construed to mean that the provider engaged in lending or 120
financing or originated that loan or financing. 121
3. (1) A provider that consummates a commercial 122
financing transaction shall disclose the terms of the 123
commercial financing transaction as required by this 124
section. The disclosures shall be provided at or before 125 SS SCS SB 97 20
consummation of the transaction. Only one disclosure is 126
required for each commercial financing transaction, and a 127
disclosure is not required as a result of the modification, 128
forbearance, or change to a consummated commercial financing 129
transaction. 130
(2) A provider shall disclose the following in 131
connection with each commercial financing transaction: 132
(a) The total amount of funds provided to the business 133
under the terms of the commercia l financing transaction 134
agreement. This disclosure shall be labeled "Total Amount 135
of Funds Provided"; 136
(b) The total amount of funds disbursed to the 137
business under the terms of the commercial financing 138
transaction, if less than the total amount of funds 139
provided, as a result of any fees deducted or withheld at 140
disbursement and any amount paid to a third party on behalf 141
of the business. This disclosure shall be labeled "Total 142
Amount of Funds Disbursed"; 143
(c) The total amount to be paid t o the provider 144
pursuant to the commercial financing transaction agreement. 145
This disclosure shall be labeled "Total of Payments"; 146
(d) The total dollar cost of the commercial financing 147
transaction under the terms of the agreement, derived by 148
subtracting the total amount of funds provided from the 149
total of payments. This calculation shall include any fees 150
or charges deducted by the provider from the "Total Amount 151
of Funds Provided". This disclosure shall be labeled "Total 152
Dollar Cost of Financ ing"; 153
(e) The manner, frequency, and amount of each 154
payment. This disclosure shall be labeled "Payments". If 155
the payments may vary, the provider shall instead disclose 156
the manner, frequency, and the estimated amount of the 157 SS SCS SB 97 21
initial payment label ed "Estimated Payments" and the 158
commercial financing transaction agreement shall include a 159
description of the methodology for calculating any variable 160
payment and the circumstances when payments may vary; 161
(f) A statement of whether there are any c osts or 162
discounts associated with prepayment of the commercial 163
financing product including a reference to the paragraph in 164
the agreement that creates the contractual rights of the 165
parties related to prepayment. This disclosure shall be 166
labeled "Prepayment"; and 167
(3) A provider that consummates a commercial financing 168
facility may provide disclosures of this subsection which 169
are based on an example of a transaction that could occur 170
under the agreement. The example shall be based on an 171
accounts receivable total face amount owed of ten thousand 172
dollars. Only one disclosure is required for each 173
commercial financing facility, and a disclosure is not 174
required as result of a modification, forbearance, or change 175
to the facility. A new disclosure is not required each time 176
accounts receivable are purchased under the facility. 177
4. The provisions of this section shall not apply to 178
the following: 179
(1) A provider that is a depository institution or a 180
subsidiary or affiliate; 181
(2) A provider that is a service corporation to a 182
depository institution that is: 183
(a) Owned and controlled by a depository institution; 184
and 185
(b) Regulated by a federal banking agency; 186
(3) A provider that is a lender regulated under the 187
federal Farm Credit Act, 12 U.S.C. Section 2001, et seq.; 188
(4) A commercial financing transaction that is: 189 SS SCS SB 97 22
(a) Secured by real property; 190
(b) A lease; or 191
(c) A purchase money obligation that is incurred as 192
all or part of the price of the col lateral or for value 193
given to enable the business to acquire rights in or the use 194
of the collateral if the value is in fact so used; 195
(5) A commercial financing transaction in which the 196
recipient is a motor vehicle dealer or an affiliate of such 197
a dealer, or a vehicle rental company, or an affiliate of 198
such a company, pursuant to a commercial loan or commercial 199
open-end credit plan of at least fifty thousand dollars or a 200
commercial financing transaction offered by a person in 201
connection with the sale or lease of products or services 202
that such person manufactures, licenses, or distributes, or 203
whose parent company or any of its directly or indirectly 204
owned and controlled subsidiaries manufactures, licenses, or 205
distributes; 206
(6) A commercial financing transaction that is a 207
factoring transaction, purchase, sale, advance, or similar 208
of accounts receivable owed to a health care provider 209
because of a patient's personal injury treated by the health 210
care provider; 211
(7) A provider that is licensed as a money transmitter 212
in accordance with a license, certificate, or charter issued 213
by this state or any other state, district, territory, or 214
commonwealth of the United States; 215
(8) A provider that consummates no more than five 216
commercial financing transactions in this state in a twelve - 217
month period; [or] 218
(9) A commercial financing transaction of more than 219
five hundred thousand dollars ; or 220 SS SCS SB 97 23
(10) A commercial financing product that is a premium 221
finance agreement, as defined i n subdivision (3) of section 222
364.100, offered or entered into by a provider that is a 223
registered premium finance company . 224
5. (1) No person shall engage in business as a broker 225
within this state for compensation, unless prior to 226
conducting such business, the person has filed a 227
registration with the division of finance within the 228
department of commerce and insurance and has on file a good 229
and sufficient bond as specified in this subsection. The 230
registration shall be effective upon receipt by t he division 231
of finance of a completed registration form and the required 232
registration fee, and shall remain effective until the time 233
of renewal. 234
(2) After filing an initial registration form, a 235
broker shall file, on or before January thirty -first of each 236
year, a renewal registration form along with the required 237
renewal registration fee. 238
(3) The broker shall pay a one -hundred-dollar 239
registration fee upon the filing of an initial registration 240
and a fifty-dollar renewal registration fee upo n the filing 241
of a renewal registration. 242
(4) The registration form required by this subsection 243
shall include the following: 244
(a) The name of the broker; 245
(b) The name in which the broker is transacted if 246
different from that stated in para graph (a) of this 247
subdivision; 248
(c) The address of the broker's principal office, 249
which may be outside this state; 250
(d) Whether any officer, director, manager, operator, 251
or principal of the broker has been convicted of a felony 252 SS SCS SB 97 24
involving an act of fraud, dishonesty, breach of trust, or 253
money laundering; and 254
(e) The name and address in this state of a designated 255
agent upon whom service of process may be made. 256
(5) If information in a registration form changes or 257
otherwise becomes inaccurate after filing, the broker shall 258
not be required to file a further registration form prior to 259
the time of renewal. 260
(6) Every broker shall obtain a surety bond issued by 261
a surety company authorized to do business in this state. 262
The amount of the bond shall be ten thousand dollars. The 263
bond shall be in favor of the state of Missouri. Any person 264
damaged by the broker's breach of contract or of any 265
obligation arising therefrom, or by any violation of this 266
section, may bring an action a gainst the bond to recover 267
damages suffered. The aggregate liability of the surety 268
shall be only for actual damages and in no event shall 269
exceed the amount of the bond. 270
(7) Employees regularly employed by a broker who has 271
complied with this subs ection shall not be required to file 272
a registration or obtain a surety bond when acting within 273
the scope of their employment for the broker. 274
6. (1) Any person who violates any provision of this 275
section shall be punished by a fine of five hundred dollars 276
per incident, not to exceed twenty thousand dollars, for all 277
aggregated violations arising from the use of the 278
transaction documentation or materials found to be in 279
violation of this section. Any person who violates any 280
provision of this sect ion after receiving written notice of 281
a prior violation from the attorney general shall be 282
punished by a fine of one thousand dollars per incident, not 283
to exceed fifty thousand dollars, for all aggregated 284 SS SCS SB 97 25
violations arising from the use of the transact ion 285
documentation or materials found to be in violation of this 286
section. 287
(2) Violation of any provision of this section shall 288
not affect the enforceability or validity of the underlying 289
agreement. 290
(3) This section shall not create a private right of 291
action against any person or other entity based upon 292
compliance or noncompliance with its provisions. 293
(4) Authority to enforce compliance with this section 294
is vested exclusively in the attorney general of this state. 295
7. The requirements of subsections 3 and 5 of this 296
section shall take effect upon either: 297
(1) Six months after the division of finance finalizes 298
promulgating rules, if the division intends to promulgate 299
rules; or 300
(2) February 28, 2025, if the division doe s not intend 301
to promulgate rules. 302
8. The division of finance may promulgate rules 303
implementing this section. If the division of finance 304
intends to promulgate rules, it shall declare its intent to 305
do so no later than February 28, 2025. Any rule or portion 306
of a rule, as that term is defined in section 536.010, that 307
is created under the authority delegated in this section 308
shall become effective only if it complies with and is 309
subject to all of the provisions of chapter 536 and, if 310
applicable, section 536.028. This section and chapter 536 311
are nonseverable and if any of the powers vested with the 312
general assembly pursuant to chapter 536 to review, to delay 313
the effective date, or to disapprove and annul a rule are 314
subsequently held unconstitu tional, then the grant of 315 SS SCS SB 97 26
rulemaking authority and any rule proposed or adopted after 316
August 28, 2024, shall be invalid and void. 317
[447.200. 1. If any consumer deposit 1
account with a banking organization or financial 2
organization, as such terms are defined in and 3
under section 447.503, is determined to be or to 4
have been inactive for a period of twelve or 5
more months and if inactivity fees apply to such 6
account, such banking organization, bank or 7
financial organization shall not ify the person 8
or depositor named on such inactive account of 9
such inactivity. Notice may be delivered by 10
first class mail, with postage prepaid, and 11
marked "Address Correction Requested", or 12
alternatively, the notice may be sent or 13
delivered electronically if the consumer has 14
consented to receiving electronic disclosures in 15
accordance with the federal Truth in Savings 16
Act, 12 U.S.C. Sections 4301 to 4313, and the 17
regulations promulgated pursuant thereto. 18
2. Notwithstanding any provision of law to 19
the contrary, for any consumer deposit account 20
with a banking organization, bank or financial 21
organization that is or that has been inactive 22
for twelve months or more, such bank or 23
financial organization shall issue annual 24
statements to the person or depositor named on 25
the account. The organization or a bank may 26
charge a service fee of up to five dollars for 27
any statement issued under this subsection, 28
provided that such fee shall be withdrawn from 29
the inactive account. 30
3. If any consumer deposit account with a 31
banking organization, bank or financial 32
organization is determined to be or to have been 33
inactive for a period of five years, the funds 34
from such account shall be remitted to the 35
abandoned fund account established under s ection 36
447.543. 37
4. For purposes of this section, the word 38
"inactive" means a prescribed period during 39
which there is no activity or contact initiated 40
by the person or depositor named on the account, 41 SS SCS SB 97 27
which results in an inactivity fee or fees bei ng 42
charged to the account. ] 43