ATTORNEY DISCUSSES NEW WAY OF DOING BUSINESS IN MISSOURI

There's a brand new way of doing business in the state of Missouri -- Limited Liability Companies (LLC).

"LLC offers the best of other business forms," says Michael Ponder, who has already helped establish a number of the new plans in the Cape Girardeau area. "The plan offers the liability benefits of a corporation and the tax benefits of a partnership."

Ponder, an attorney with the law firm of Oliver, Oliver and Waltz in Cape Girardeau, spoke at the Cape Girardeau Chamber of Commerce's First Friday Coffee this week.

A large crowd attended the monthly chamber program Friday. Also discussed at the meeting was a recent chamber performance survey, the city fire department's new "rapid entry system," and the upcoming chamber membership blitz scheduled for Tuesday.

"The LLC program offers a fourth legal form of business to Missouri companies," said Ponder. Others include sole proprietor, corporation and partnership.

LLC was approved by Missouri legislators in December of 1993, and more than 800 of the new plans were established during the first quarter of 1994.

"The program is great for small businesses," said Ponder. "There is no limit to owners, nor any limitations on types of entities who may be owners," said Ponder. "LLC can have trusts, other LLCs, individuals, or even corporate partnerships as members."

Limited Liability Companies are available in 19 states, and although the statutes vary from state to state, they all attempt to create a business form similar to a corporation that will provide limited liability to the owners, while being treated as a partnership for federal taxation purposes.

A big plus is the fact that profits and losses can be allocated as members of the LLC see fit.

"In other words, profits and/or losses can be assigned to owners in different proportions rather than being based on stock ownership," said Ponder.

A downside, however, is that many states have not enacted LLC legislation and may not do so. This creates a problem when the LLC is engaged in activities in those non-LLC states, which may apply state corporate tax to the LLC, resulting in more tax liability.

Another downside, said Ponder, is that there is no advantage of "case law" in case of any lawsuit.

"But, I feel that the LLC route is the wave of the future," said Ponder.

Ollie Miller, chamber board chairman, discussed a recent survey, which graded chamber performance and interests.

"We had great participation in the survey," said Miller. "You can usually expect 15 to 20 percent participation, but we had more than 400 responses, which is over 40 percent of the membership."

More than 80 percent of the responses graded chamber performance at good or better, noted Miller. "Twenty percent listed performance as excellent, and 64 percent graded the chamber as good."

In other survey categories, members rated future priority issues for the chamber as business retention, economic development, crime concerns, education and infrastructure, and current issues as jobs, gambling, health care, education and crime.

In performance by categories, the chamber rated high in its business services, newsletter and communications, leadership development and government affairs.

Cape Girardeau Fire Chief Robert L. Ridgeway reported on a new building-rapid-entry system in case of fire.

"Right now, we're carrying as many as 300 keys," said Ridgeway. Starting July 1, we'll be carrying one key."

Ridgeway said, "The department has adopted the Knox Rapid Entry Systems for any company owner who wants to participate.

"The Knox System involves the installation of a lock box on the building's premises. Inside the lock box are keys to the business, which permits us entry without property damage."

If there is a fire and no lock box, "we'll find a way to get in," said Ridgeway, "but the lock box makes it easier." Additional information concerning the rapid entry system is available by calling the fire department at 334-3211.

The 1994 membership blitz will be held Tuesday, starting with a kickoff breakfast at the Drury Lodge at 7:30 a.m.

"We still need some volunteers," said Larry Shafer, co-chairman of the daylong campaign, "even if they can only make a couple of calls."