HF 1463

1st Engrossment - 86th Legislature (2009 - 2010) Posted on 02/09/2010 01:51am

A bill for an act
relating to the secretary of state; regulating various filings and fees; defining
certain terms; amending Minnesota Statutes 2008, sections 5.12, subdivision 1;
5.29; 5.32; 270C.63, subdivision 13; 302A.821; 303.14; 303.16, subdivision
4; 308A.995; 308B.121, subdivisions 1, 2; 317A.823; 321.0206; 321.0210;
321.0810; 322B.960; 323A.1003; 333.055; 336A.04, subdivision 3; 336A.09,
subdivision 2; 359.01, subdivision 3; proposing coding for new law in Minnesota
Statutes, chapter 5.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

Section 1.

new text begin [5.001] DEFINITIONS.
new text end

new text begin Subdivision 1. new text end

new text begin Applicability. new text end

new text begin As used in this chapter, the terms defined in this
section have the meanings given them.
new text end

new text begin Subd. 2. new text end

new text begin Business entity. new text end

new text begin "Business entity" means an organization that is formed
under chapters 300, 301, 302A, 303, 308, 308A, 308B, 315, 317, 317A, 318, 319, 319A,
321, 322A, 322B, 323, or 323A and that has filed documents with the secretary of state.
new text end

new text begin Subd. 3. new text end

new text begin Business entity filings. new text end

new text begin "Business entity filings" means any filing from a
business entity and also includes filings made under chapter 333.
new text end

new text begin Subd. 4. new text end

new text begin Bulk data. new text end

new text begin "Bulk data" means data that has commercial value and is a
substantial or discrete portion of or an entire formula, pattern, compilation, program,
device, method, technique, process, database, or system.
new text end

Sec. 2.

new text begin [5.002] E-MAIL ADDRESSES.
new text end

new text begin The secretary of state is authorized to provide a field on each of the forms and on
each online entry screen, used to file business entity filings, Uniform Commercial Code
records, and central notification system filings, for the collection of an e-mail address to
which the secretary of state can forward official notices required by law and other notices
to the business entity, assumed name, or the person filing the uniform commercial code or
central notification system record. The e-mail address may be updated by or on behalf of
the business entity by sending a notification of the change to the secretary of state. No fee
shall be charged for an e-mail address update. E-mail addresses collected by the secretary
of state pursuant to this section must not be provided as bulk data.
new text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective 30 days after the secretary of state
certifies that the information systems of the Office of the Secretary of State have been
modified to implement this section.
new text end

Sec. 3.

Minnesota Statutes 2008, section 5.12, subdivision 1, is amended to read:

Subdivision 1.

Fees.

The secretary of state shall charge a fee of $5 for each
certificate or certification of a copy new text begin or electronically transmitted image new text end of any document
filed in the Office of the Secretary of State. The secretary of state shall charge a fee of
$3 for a copy new text begin or electronically transmitted image new text end of an original deleted text begin filing of a corporation,
limited partnership, assumed name, or trade or service mark deleted text end new text begin business entity filing new text end . The
secretary of state shall charge a fee of $3 for a copy of deleted text begin any or all deleted text end new text begin each new text end subsequent deleted text begin filings of
a corporation, limited partnership, assumed name, or trade or service mark deleted text end new text begin business entity
filing new text end . The secretary of state shall charge a fee of deleted text begin $1 per page for copies deleted text end new text begin $3 for a copy new text end of
new text begin any new text end other deleted text begin nonuniform commercial code documents deleted text end new text begin document new text end filed with the secretary of
state. At the time of filing, the secretary of state may provide at the public counter, without
charge, a copy of a filing, ten or fewer pages in length, to the person making the filing.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective 30 days after the secretary of state
certifies that the information systems of the Office of the Secretary of State have been
modified to implement this section.
new text end

Sec. 4.

Minnesota Statutes 2008, section 5.29, is amended to read:

5.29 deleted text begin BULK AGENT NAME AND ADDRESS CHANGES deleted text end new text begin GLOBAL FILINGS new text end .

deleted text begin The filing fee charged for filing an amendment is charged for each document
filed deleted text end new text begin (a) new text end When a registered agent new text begin for multiple business entities files an instrument that
new text end changes its name or office address deleted text begin pursuant to sections 302A.123, subdivision 3; 303.10;
308A.025, subdivision 5; 317A.123, subdivision 3; 318.02; and 322B.135, subdivision
3; and chapters 321; 323; and 323A, but the cumulative fee shall not exceed $10,000 for
entities governed by the provisions of chapters 302A, 303, 308A, 317A, 318, 322A, 322B,
323, and 323A deleted text end new text begin , the change for each business entity must be filed online as a separate
transaction, and a separate filing fee charged new text end .

new text begin (b) When a secured party wishes to file an amendment to a financing statement
making a change in secured party or debtor name and address information, each
amendment must be filed online as a separate transaction and a separate filing fee charged.
new text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective 30 days after the secretary of state
certifies that the information systems of the Office of the Secretary of State have been
modified to implement this section.
new text end

Sec. 5.

Minnesota Statutes 2008, section 5.32, is amended to read:

5.32 TEMPORARY TECHNOLOGY SURCHARGE.

Subdivision 1.

Surcharge.

For fiscal years 2008 deleted text begin and deleted text end new text begin , new text end 2009 new text begin , 2010, and 2011 new text end , the
following technology surcharges are imposed on the filing fees required under the
following statutes:

(1) $25 for articles of incorporation filed under section 302A.151;

(2) $25 for articles of organization filed under section 322B.17;

(3) $25 for applications for certificates of authority to transact business in Minnesota
filed under section 303.06;

(4) $20 for annual reports filed by non-Minnesota corporations under section
303.14; and

(5) $50 for reinstatements to authority to transact business in Minnesota filed under
section 303.19.

Subd. 2.

Deposit.

The surcharges listed in subdivision 1 shall be deposited into the
uniform commercial code account.

Subd. 3.

Expiration.

This section expires June 30, deleted text begin 2009 deleted text end new text begin 2011 new text end .

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective the day following final enactment.
new text end

Sec. 6.

new text begin [5.34] ANNUAL RENEWAL FILINGS.
new text end

new text begin Any business registered with the secretary of state required to file an annual renewal
in order to maintain its active status, good standing, or existence under Minnesota Statutes
shall file that renewal, whether online or otherwise, in a format that states:
new text end

new text begin (1) the name in Minnesota of the organization for which the renewal is filed;
new text end

new text begin (2) the name of the organization in the jurisdiction in which it is organized, if
different;
new text end

new text begin (3) the address of the registered office or designated office and the name of the
registered agent of the organization for service of process, if any;
new text end

new text begin (4) the jurisdiction in which the organization is organized, if that jurisdiction is
not Minnesota;
new text end

new text begin (5) the name and business address of the officer or other person exercising the
principal functions of the president of a nonprofit corporation, manager of a limited
liability company, or chief executive officer of a corporation or cooperative;
new text end

new text begin (6) the address of the principal executive office of a domestic business corporation
or of a limited liability company or the principal place of business of a cooperative, if
different from the registered office address;
new text end

new text begin (7) the address of the designated office and the name, street, and mailing address of
the agent for service of process in Minnesota of a limited partnership or foreign limited
partnership;
new text end

new text begin (8) the street and mailing address of the principal office of a limited partnership;
new text end

new text begin (9) the street and mailing address of the chief executive office of a partnership and, if
different, the street address of an office of a partnership in Minnesota, if any;
new text end

new text begin (10) the name, street, mailing address, and telephone number of an individual
who may be contacted for purposes other than services of process on behalf of a
limited partnership or a limited liability partnership, if the agent for the limited liability
partnership, limited partnership, or foreign limited partnership is not an individual; and
new text end

new text begin (11) the e-mail address of the organization to which notices from the secretary of
state will be directed, if the organization has an e-mail address.
new text end

Sec. 7.

Minnesota Statutes 2008, section 270C.63, subdivision 13, is amended to read:

Subd. 13.

Lien search fees.

Upon request of any person, the filing officer shall issue
a certificate showing whether there is recorded in that filing office, on the date and hour
stated in the certificate, any notice of lien or certificate or notice affecting any lien filed
on or after ten years before the date of the search certificate, naming a particular person,
and giving the date and hour of filing of each notice or certificate naming the person. The
fee for a certificate shall be as provided by section 336.9-525 or 357.18, subdivision 1,
clause (3). Upon request, the filing officer shall furnish a copy of any notice of state lien,
or notice or certificate affecting a state lien, for a fee of deleted text begin 50 cents deleted text end new text begin $1 new text end per page new text begin , except
that after the effective date of section 3, that section shall govern the fee charged by the
secretary of state for a copy or electronically transmitted image new text end .

Sec. 8.

Minnesota Statutes 2008, section 302A.821, is amended to read:

302A.821 MINNESOTA CORPORATE deleted text begin REGISTRATION deleted text end new text begin RENEWAL new text end .

Subdivision 1.

Annual deleted text begin registration deleted text end new text begin renewal new text end .

(a) The secretary of state deleted text begin must deleted text end new text begin may new text end
send annually to each corporation deleted text begin at the registered office of the corporation a postcard deleted text end new text begin ,
using the information provided by the corporation pursuant to section 5.002 or 5.34 or
the articles of incorporation, a new text end notice announcing the need to file the annual deleted text begin registration deleted text end
new text begin renewal new text end and informing the corporation that the annual deleted text begin registration deleted text end new text begin renewal new text end may be filed
online and that paper filings may also be made, and informing the corporation that failing
to file the annual deleted text begin registration deleted text end new text begin renewal new text end will result in an administrative dissolution of the
corporation.

(b) Each calendar year beginning in the calendar year following the calendar year
in which a corporation incorporates, the corporation must file with the secretary of state
by December 31 of each calendar year a deleted text begin registration deleted text end new text begin renewal new text end containing the information
listed in subdivision 2.

Subd. 2.

Information required; manner of filing.

The deleted text begin registration must include: deleted text end new text begin
filing must be made pursuant to section 5.34.
new text end

deleted text begin (1) the name of the corporation;
deleted text end

deleted text begin (2) the address of its principal executive office, if different from the registered
office address;
deleted text end

deleted text begin (3) the address of its registered office and the name of the registered agent, if any;
deleted text end

deleted text begin (4) the state of incorporation; and
deleted text end

deleted text begin (5) the name and business address of the officer or other person exercising the
principal functions of the chief executive officer of the corporation.
deleted text end

deleted text begin Subd. 3. deleted text end

deleted text begin Information public. deleted text end

deleted text begin The information required by subdivision 2 is public
data. Chapter 13 does not apply to this information.
deleted text end

Subd. 4.

Penalty; reinstatement.

(a) A corporation that has failed to file a
deleted text begin registration pursuant to the requirements of subdivision 2 deleted text end new text begin renewal complying with section
5.34 new text end must be dissolved by the secretary of state as described in paragraph (b).

(b) If the corporation has not filed the deleted text begin registration deleted text end new text begin renewal new text end during any calendar year,
the secretary of state must issue a certificate of administrative dissolution and the certificate
must be filed in the Office of the Secretary of State. The secretary of state must make
available in an electronic format the names of the dissolved corporations. A corporation
dissolved in this manner is not entitled to the benefits of section 302A.781. The liability, if
any, of the shareholders of a corporation dissolved in this manner shall be determined and
limited in accordance with section 302A.557, except that the shareholders shall have no
liability to any director of the corporation under section 302A.559, subdivision 2.

(c) After administrative dissolution, filing a deleted text begin registration deleted text end new text begin renewal complying with
section 5.34 new text end and the $25 fee with the secretary of state:

(1) returns the corporation to good standing as of the date of the dissolution;

(2) validates contracts or other acts within the authority of the articles, and the
corporation is liable for those contracts or acts; and

(3) restores to the corporation all assets and rights of the corporation to the extent
they were held by the corporation before the dissolution occurred, except to the extent that
assets or rights were affected by acts occurring after the dissolution or sold or otherwise
distributed after that time.

Sec. 9.

Minnesota Statutes 2008, section 303.14, is amended to read:

303.14 ANNUAL deleted text begin REPORT deleted text end new text begin RENEWAL new text end .

Subdivision 1.

deleted text begin Filed with secretary of state; contents deleted text end new text begin Notice; filing new text end .

Each calendar
year beginning in the calendar year following the calendar year in which a corporation
receives a certificate of authority to do business in Minnesota, the secretary of state
deleted text begin must mail by first class mail an annual registration form to the registered office of each
corporation as shown on the records of the secretary of state. The form must include the
following deleted text end new text begin may send to the corporation, using the information provided by the corporation
pursuant to section 5.002 or 5.34 or the application for certificate of authority, a new text end notice deleted text begin : deleted text end new text begin
announcing the need to file the annual renewal and informing the corporation that the
annual renewal may be filed online and that paper filings may also be made, and informing
the corporation that failing to file the annual renewal will result in an administrative
dissolution or revocation of certificate of authority to do business in Minnesota.
new text end

deleted text begin "NOTICE: Failure to file this form by December 31 of this year will result in the
revocation of the authority of this corporation to transact business in Minnesota without
further notice from the secretary of state, pursuant to Minnesota Statutes, section 303.17." deleted text end new text begin
new text end

The corporation will submit a $115 fee with the annual deleted text begin registration deleted text end new text begin renewal new text end and will
set forth on the form deleted text begin : deleted text end new text begin the items required by section 5.34.
new text end

deleted text begin (1) the name of the corporation, and, if the corporation has designated an alternate
name pursuant to section 303.05, subdivision 1, that alternate name;
deleted text end

deleted text begin (2) the name of the registered agent of the corporation in Minnesota;
deleted text end

deleted text begin (3) the address of its registered office;
deleted text end

deleted text begin (4) the state of incorporation; and
deleted text end

deleted text begin (5) the name and business address of the officer or other person exercising the
principal functions of the chief executive officer of the corporation.
deleted text end

Sec. 10.

Minnesota Statutes 2008, section 303.16, subdivision 4, is amended to read:

Subd. 4.

Approval; filing.

The application for withdrawal shall be delivered to
the secretary of state. Upon receiving and examining the same, and upon finding that it
conforms to the provisions of this chapter, the secretary of state shall, when all license
fees, filing fees, and other charges new text begin other than the fee required by section 303.14 new text end have been
paid as required by law, file the same and shall issue and record a certificate of withdrawal.
Upon the issuance of the certificate, the authority of the corporation to transact business
in this state shall cease.

Sec. 11.

Minnesota Statutes 2008, section 308A.995, is amended to read:

308A.995 deleted text begin PERIODIC REGISTRATION deleted text end new text begin ANNUAL RENEWAL new text end .

Subdivision 1.

deleted text begin Periodic registration in certain years deleted text end new text begin Annual renewal new text end .

Each
cooperative governed by this chapter must file deleted text begin a periodic registration deleted text end new text begin an annual renewal new text end
with the secretary of state in each deleted text begin odd-numbered deleted text end new text begin calendar new text end year new text begin following the calendar year
in which the cooperative was incorporated new text end . deleted text begin In these years, deleted text end The secretary of state deleted text begin must deleted text end
deleted text begin mail by first class mail a registration form to the registered office of each cooperative as
shown on the records of the secretary of state, or if no such address is in the records, to
the location of the principal place of business shown on the records of the secretary of
state. The form must include the following notice: deleted text end new text begin may send annually to the cooperative,
using the information provided by the cooperative pursuant to section 5.002 or 5.34 or
the articles of incorporation, a notice announcing the need to file the annual renewal and
informing the cooperative that the annual renewal may be filed online and that paper
filings may also be made, and informing the cooperative that failing to file the annual
renewal will result in an administrative dissolution of the cooperative.
new text end

deleted text begin "NOTICE: Failure to file this form by December 31 of this year will result in the
dissolution of this cooperative without further notice from the secretary of state, pursuant
to Minnesota Statutes, section 308A.995, subdivision 4, paragraph (b)."
deleted text end

Subd. 2.

Minnesota cooperative deleted text begin registration deleted text end new text begin renewal new text end form.

In each calendar year
in which a deleted text begin registration deleted text end new text begin renewal new text end is to be filed, a cooperative must file with the secretary of
state deleted text begin a registration deleted text end new text begin an annual renewal new text end by December 31 of that calendar year containing deleted text begin : deleted text end new text begin
the items required by section 5.34.
new text end

deleted text begin (1) the name of the cooperative;
deleted text end

deleted text begin (2) the address of its registered office;
deleted text end

deleted text begin (3) the address of its principal place of business, if different from the registered
office address; and
deleted text end

deleted text begin (4) the name and business address of the officer or other person exercising the
principal functions of the chief executive officer of the cooperative.
deleted text end

deleted text begin Subd. 3. deleted text end

deleted text begin Information public. deleted text end

deleted text begin The information required by subdivision 1 is public
data.
deleted text end

Subd. 4.

Penalty; dissolution.

(a) A cooperative that has failed to file a deleted text begin registration deleted text end new text begin
renewal new text end pursuant to the requirements of this section by December 31 of the calendar year
for which the deleted text begin registration deleted text end new text begin renewal new text end was required must be dissolved by the secretary of
state as described in paragraph (b).

(b) If the cooperative has not filed the deleted text begin registration deleted text end new text begin renewal new text end by December 31 of that
calendar year, the secretary of state must issue a certificate of involuntary dissolution, and
the certificate must be filed in the Office of the Secretary of State. The secretary of state
must make available in an electronic format the names of the dissolved cooperatives. A
cooperative dissolved in this manner is not entitled to the benefits of section 308A.981.

Subd. 5.

Reinstatement.

A cooperative may retroactively reinstate its existence
by filing a single annual deleted text begin registration deleted text end new text begin renewal new text end and paying a $25 fee. Filing the annual
deleted text begin registration deleted text end new text begin renewal new text end with the secretary of state:

(1) returns the cooperative to active status as of the date of the dissolution;

(2) validates contracts or other acts within the authority of the articles, and the
cooperative is liable for those contracts or acts; and

(3) restores to the cooperative all assets and rights of the cooperative and its
shareholders or members to the extent they were held by the cooperative and its
shareholders or members before the dissolution occurred, except to the extent that
assets or rights were affected by acts occurring after the dissolution or sold or otherwise
distributed after that time.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective 30 days after the secretary of state
certifies that the information systems of the Office of the Secretary of State have been
modified to implement this section.
new text end

Sec. 12.

Minnesota Statutes 2008, section 308B.121, subdivision 1, is amended to read:

Subdivision 1.

deleted text begin Periodic registration in certain years deleted text end new text begin Annual renewal new text end .

Each
cooperative governed by this chapter deleted text begin and each foreign cooperative registered under
section 308B.151 deleted text end must file deleted text begin a periodic registration deleted text end new text begin an annual renewal new text end with the secretary
of state deleted text begin with the initial articles and any amendment of the articles deleted text end in each deleted text begin odd-numbered deleted text end new text begin
calendar new text end year new text begin after the calendar year in which the cooperative incorporated new text end . deleted text begin In these years, deleted text end
The secretary of state deleted text begin must mail by first class mail a registration form to the registered
office of each cooperative and registered foreign cooperative as shown in the records of
the secretary of state, or if no such address is in the records, to the location of the principal
place of business shown in the records of the secretary of state. For a cooperative, the
form must include the following notice: deleted text end new text begin may send annually to each cooperative, using the
information provided by the cooperative pursuant to section 5.002 or 5.34 or the articles of
organization, a notice announcing the need to file the annual renewal and informing the
cooperative that the annual renewal may be filed online and that paper filings may also
be made, and informing the cooperative that failing to file the annual renewal will result
in an administrative dissolution.
new text end

deleted text begin "NOTICE: Failure to file this form by December 31 of this year will result in the
dissolution of this cooperative without further notice from the secretary of state, under
Minnesota Statutes, section 308B.121, subdivision 4, paragraph (b)."
deleted text end

deleted text begin For a foreign cooperative, the form must contain the following notice:
deleted text end

deleted text begin "NOTICE: Failure to file this form by December 31 of this year will result in the
loss of good standing and the authority to do business in Minnesota."
deleted text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective 30 days after the secretary of state
certifies that the information systems of the Office of the Secretary of State have been
modified to implement this section.
new text end

Sec. 13.

Minnesota Statutes 2008, section 308B.121, subdivision 2, is amended to read:

Subd. 2.

deleted text begin Registration deleted text end new text begin Renewal new text end form.

In each calendar year in which a deleted text begin registration deleted text end new text begin
renewal new text end is to be filed, a cooperative must file with the secretary of state deleted text begin a registration deleted text end by
December 31 of that calendar year new text begin a renewal new text end containing deleted text begin : deleted text end new text begin the items required by section
5.34.
new text end

deleted text begin (1) the name of the cooperative;
deleted text end

deleted text begin (2) the address of its registered office;
deleted text end

deleted text begin (3) the address of its principal place of business, if different from the registered
office address; and
deleted text end

deleted text begin (4) the name and business address of the officer or other person exercising the
principal functions of the chief executive officer of the cooperative.
deleted text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective 30 days after the secretary of state
certifies that the information systems of the Office of the Secretary of State have been
modified to implement this section.
new text end

Sec. 14.

Minnesota Statutes 2008, section 317A.823, is amended to read:

317A.823 ANNUAL CORPORATE deleted text begin REGISTRATION deleted text end new text begin RENEWAL new text end .

Subdivision 1.

Annual deleted text begin registration deleted text end new text begin renewal new text end .

(a) The secretary of state deleted text begin must deleted text end new text begin may new text end
send annually to each corporation deleted text begin at the registered office of the corporation deleted text end new text begin , using the
information provided by the corporation pursuant to section 5.002 or 5.34 or the articles of
incorporation, new text end a deleted text begin postcard deleted text end notice announcing the need to file the annual deleted text begin registration deleted text end new text begin renewal
new text end and informing the corporation that the annual deleted text begin registration deleted text end new text begin renewal new text end may be filed online and
that paper filings may also be made, and informing the corporation that failing to file the
annual deleted text begin registration deleted text end new text begin renewal new text end will result in an administrative dissolution of the corporation.

(b) Each calendar year beginning in the calendar year following the calendar year
in which a corporation incorporates, a corporation must file with the secretary of state
by December 31 of each calendar year a registration containing the information deleted text begin listed
in paragraph (c) deleted text end new text begin required by section 5.34 new text end .

deleted text begin (c) The registration must include:
deleted text end

deleted text begin (1) the name of the corporation;
deleted text end

deleted text begin (2) the address of its registered office;
deleted text end

deleted text begin (3) the name of its registered agent, if any; and
deleted text end

deleted text begin (4) the name and business address of the officer or other person exercising the
principal functions of president of the corporation.
deleted text end

Subd. 2.

Penalty.

(a) A corporation that has failed to file a deleted text begin registration deleted text end new text begin renewal
new text end pursuant to deleted text begin the requirements of deleted text end subdivision 1 must be dissolved by the secretary of state
as described in paragraph (b).

(b) If the corporation has not filed the delinquent deleted text begin registration deleted text end new text begin renewal new text end , the secretary
of state must issue a certificate of involuntary dissolution, and the certificate must be filed
in the Office of the Secretary of State. The secretary of state must also make available in
an electronic format the names of the dissolved corporations. A corporation dissolved in
this manner is not entitled to the benefits of section 317A.781.

Sec. 15.

Minnesota Statutes 2008, section 321.0206, is amended to read:

321.0206 DELIVERY TO AND FILING OF RECORDS BY SECRETARY OF
STATE; EFFECTIVE TIME AND DATE.

(a) A record authorized or required to be delivered to the secretary of state for filing
under this chapter must be captioned to describe the record's purpose, be in a medium
permitted by the secretary of state, and be delivered to the secretary of state. Unless the
secretary of state determines that a record does not comply with the filing requirements
of this chapter, and if the appropriate filing fees have been paid, the secretary of state
shall file the record and:

(1) for a statement of dissociation, send:

(A) a copy of the filed statement to the person which the statement indicates has
dissociated as a general partner; and

(B) a copy of the filed statement to the limited partnership;

(2) for a statement of withdrawal, send:

(A) a copy of the filed statement to the person on whose behalf the record was
filed; and

(B) if the statement refers to an existing limited partnership, a copy of the filed
statement to the limited partnership; and

(3) for all other records, send a copy of the filed record to the person on whose
behalf the record was filed.

(b) Upon request and payment of a fee, the secretary of state shall send to the
requester a certified copy of the requested record.

(c) Except as otherwise provided in sections 321.0116 and 321.0207, a record
delivered to the secretary of state for filing under this chapter may specify an effective
time and a delayed effective date. Except as otherwise provided in this chapter, a record
filed by the secretary of state is effective:

(1) if the record does not specify an effective time and does not specify a delayed
effective date, on the date and at the time the record is filed as evidenced by the secretary
of state's endorsement of the date and time on the record;

(2) if the record specifies an effective time but not a delayed effective date, on the
date the record is filed at the time specified in the record;

(3) if the record specifies a delayed effective date but not an effective time, at 12:01
a.m. on the earlier of:

(A) the specified date; or

(B) the 30th day after the record is filed; or

(4) if the record specifies an effective time and a delayed effective date, at the
specified time on the earlier of:

(A) the specified date; or

(B) the 30th day after the record is filed.

(d) The appropriate fees for filings under this chapter are:

(1) for filing a certificate of limited partnership, $100;

(2) for filing an amended certificate of limited partnership, $50;

new text begin (3) for filing a name reservation for a limited partnership name, $35;
new text end

deleted text begin (3) deleted text end new text begin (4) new text end for filing any other record, other than the annual deleted text begin report deleted text end new text begin renewal new text end required by
section 321.0210, for which no fee must be charged, required or permitted to be delivered
for filing, $ deleted text begin 35 deleted text end new text begin 50 new text end ;

deleted text begin (4) deleted text end new text begin (5) new text end for filing a certificate requesting authority to transact business in Minnesota
as a foreign limited partnership, $ deleted text begin 85 deleted text end new text begin 100 new text end ;

deleted text begin (5) deleted text end new text begin (6) new text end for filing an application of reinstatement, $25;

deleted text begin (6) deleted text end new text begin (7) new text end for filing a name reservation for a foreign limited partnership name, $35; and

deleted text begin (7) deleted text end new text begin (8) new text end for filing any other record, other than the annual deleted text begin report deleted text end new text begin renewal new text end required by
section 321.0210, for which no fee must be charged, required or permitted to be delivered
for filing on a foreign limited partnership authorized to transact business in Minnesota,
$50.

Sec. 16.

Minnesota Statutes 2008, section 321.0210, is amended to read:

321.0210 ANNUAL deleted text begin REPORT deleted text end new text begin RENEWAL new text end FOR SECRETARY OF STATE.

(a) Subject to subsection (b):

(1) in each calendar year following the calendar year in which a limited partnership
becomes subject to this chapter, the limited partnership must deliver to the secretary of
state for filing an annual deleted text begin registration deleted text end new text begin renewal new text end containing the information required by
subsection (c); and

(2) in each calendar year following the calendar year in which there is first on file
with the secretary of state a certificate of authority under section 321.0904 pertaining to a
foreign limited partnership, the foreign limited partnership must deliver to the secretary
of state for filing an annual deleted text begin registration deleted text end new text begin renewal new text end containing the information required by
subsection (c).

(b) A limited partnership's obligation under subsection (a) ends if the limited
partnership delivers to the secretary of state for filing a statement of termination under
section 321.0203 and the statement becomes effective under section 321.0206. A foreign
limited partnership's obligation under subsection (a) ends if the secretary of state issues
and files a certificate of revocation under section 321.0906 or if the foreign limited
partnership delivers to the secretary of state for filing a notice of cancellation under
section 321.0907(a) and that notice takes effect under section 321.0206. If a foreign
limited partnership's obligations under subsection (a) end and later the secretary of state
files, pursuant to section 321.0904, a new certificate of authority pertaining to that foreign
limited partnership, subsection (a)(2), again applies to the foreign limited partnership and,
for the purposes of subsection (a)(2), the calendar year of the new filing is treated as the
calendar year in which a certificate of authority is first on file with the secretary of state.

(c) The annual deleted text begin registration deleted text end new text begin renewal new text end must contain deleted text begin : deleted text end new text begin the items required by section 5.34.
new text end

deleted text begin (1) the name of the limited partnership or foreign limited partnership;
deleted text end

deleted text begin (2) the address of its designated office and the name and street and mailing address
of its agent for service of process in Minnesota and, if the agent is not an individual, the
name, street and mailing address, and telephone number of an individual who may be
contacted for purposes other than service of process with respect to the limited partnership;
deleted text end

deleted text begin (3) in the case of a limited partnership, the street and mailing address of its principal
office; and
deleted text end

deleted text begin (4) in the case of a foreign limited partnership, the name of the state or other
jurisdiction under whose law the foreign limited partnership is formed and any alternate
name adopted under section 321.0905(a).
deleted text end

(d) The secretary of state shall:

(1) administratively dissolve under section 321.0809 a limited partnership that has
failed to file a deleted text begin registration deleted text end new text begin renewal new text end pursuant to subsection (a); and

(2) revoke under section 321.0906 the certificate of authority of a foreign limited
partnership that has failed to file a deleted text begin registration deleted text end new text begin renewal new text end pursuant to subsection (a).

Sec. 17.

Minnesota Statutes 2008, section 321.0810, is amended to read:

321.0810 REINSTATEMENT FOLLOWING ADMINISTRATIVE
DISSOLUTION.

(a) A limited partnership that has been administratively dissolved new text begin or a foreign
limited partnership that has had its certificate of authority revoked new text end may deleted text begin apply to the
secretary of state for reinstatement deleted text end new text begin reinstate new text end after the effective date of dissolution. deleted text begin The
application deleted text end new text begin To reinstate, the annual renewal required by section 5.34 new text end must be delivered to
the secretary of state for filing deleted text begin and state: deleted text end new text begin with the reinstatement fee of $25.
new text end

deleted text begin (1) the name of the limited partnership and the effective date of its administrative
dissolution;
deleted text end

deleted text begin (2) that the grounds for dissolution either did not exist or have been eliminated; and
deleted text end

deleted text begin (3) that the limited partnership's name satisfies the requirements of section 321.0108.
deleted text end

deleted text begin The application must also include any documents that were required to be delivered
for filing to the secretary of state but which were not so delivered.
deleted text end

(b) If the secretary of state determines that deleted text begin an application deleted text end new text begin an annual renewal new text end contains
the information required by subsection (a) and that the information is correct and deleted text begin the
application includes deleted text end new text begin is accompanied by new text end the appropriate fee, the secretary of state shall file
the deleted text begin reinstatement application and serve the limited partnership with a copy deleted text end new text begin renewal and
reinstate the limited partnership or foreign limited partnership new text end .

(c) When reinstatement becomes effective, it relates back to and takes effect as of the
effective date of the administrative dissolution new text begin or revocation new text end and the limited partnership
may resume its activities as if the administrative dissolution new text begin or revocation new text end had never
occurred, except that for the purposes of section 321.0103(c) and (d) the reinstatement
is effective only as of the date the reinstatement is filed.

Sec. 18.

Minnesota Statutes 2008, section 322B.960, is amended to read:

322B.960 ANNUAL deleted text begin REGISTRATION deleted text end new text begin RENEWAL new text end .

Subdivision 1.

Annual deleted text begin registration deleted text end new text begin renewal new text end form.

(a) The secretary of state
deleted text begin must deleted text end new text begin may new text end send annually to each limited liability company deleted text begin at the registered office of the
corporation a postcard deleted text end new text begin , using the information provided by the limited liability company
pursuant to section 5.002 or 5.34 or the articles of organization, a new text end notice announcing the
need to file the annual deleted text begin registration deleted text end new text begin renewal new text end and informing the limited liability company
that the annual deleted text begin registration deleted text end new text begin renewal new text end may be filed online and that paper filings may also be
made, and informing the limited liability company that failing to file the annual deleted text begin registration deleted text end
new text begin renewal new text end will result in an administrative termination of the limited liability company new text begin or the
revocation of the authority of the limited liability company to do business in Minnesota new text end .

(b) Each calendar year beginning in the calendar year following the calendar year in
which a limited liability company files articles of organization, a limited liability company
must file with the secretary of state by December 31 of each calendar year a deleted text begin registration deleted text end
new text begin renewal new text end containing the deleted text begin information listed in subdivision 2 deleted text end new text begin items required by section 5.34 new text end .

deleted text begin Subd. 2. deleted text end

deleted text begin Information required; fees. deleted text end

deleted text begin The registration must include:
deleted text end

deleted text begin (1) the name of the limited liability company or the name under which a foreign
limited liability company has registered in this state;
deleted text end

deleted text begin (2) the address of its principal executive office, if different from the registered
address;
deleted text end

deleted text begin (3) the address of its registered office;
deleted text end

deleted text begin (4) the name of its registered agent, if any;
deleted text end

deleted text begin (5) the state or jurisdiction of organization; and
deleted text end

deleted text begin (6) the name and business address of the manager or other person exercising the
principal functions of the chief manager of the limited liability company.
deleted text end

Subd. 4.

Penalty.

(a) A domestic limited liability company that has not filed
a deleted text begin registration deleted text end new text begin renewal new text end pursuant to deleted text begin the requirements of subdivision 2, deleted text end new text begin this section new text end is
administratively terminated. The secretary of state shall issue a certificate of administrative
termination which must be filed in the office of the secretary of state. The secretary of
state must also make available in an electronic format the names of the terminated limited
liability companies.

(b) A non-Minnesota limited liability company that has not filed a deleted text begin registration deleted text end
new text begin renewal new text end pursuant to deleted text begin the requirements of subdivision 2, deleted text end new text begin this section new text end shall have its authority
to do business in Minnesota revoked. The secretary of state must issue a certificate of
revocation which must be filed in the Office of the Secretary of State. The secretary
of state must also make available in an electronic format the names of the revoked
non-Minnesota limited liability companies.

Subd. 5.

Reinstatement.

If a limited liability company is administratively
terminated or has its authority to do business in Minnesota revoked, it may retroactively
reinstate its existence or authority to do business by filing a single annual deleted text begin registration deleted text end
new text begin renewal new text end and paying a $25 fee.

(a) For a domestic limited liability company, filing the annual deleted text begin registration deleted text end new text begin renewal
new text end with the secretary of state:

(1) returns the limited liability company to active status as of the date of the
administrative termination;

(2) validates contracts or other acts within the authority of the articles, and the
limited liability company is liable for those contracts or acts; and

(3) restores to the limited liability company all assets and rights of the limited
liability company and its members to the extent they were held by the limited liability
company and its members before the administrative termination occurred, except to the
extent that assets or rights were affected by acts occurring after the termination, sold, or
otherwise distributed after that time.

(b) For a non-Minnesota limited liability company, filing the annual deleted text begin registration deleted text end
new text begin renewal new text end restores the limited liability company's ability to do business in Minnesota and
the rights and privileges which accompany that authority.

Sec. 19.

Minnesota Statutes 2008, section 323A.1003, is amended to read:

323A.1003 ANNUAL deleted text begin REGISTRATION deleted text end new text begin RENEWAL new text end .

(a) Each calendar year beginning in the calendar year following the calendar year
in which a partnership files a statement of qualification or in which a foreign partnership
becomes authorized to transact business in this state, the secretary of state deleted text begin must mail by
first class mail an annual registration form to the street address of the partnership's chief
executive office, if located in Minnesota, the office in this state, if the chief executive
office is not located in Minnesota, or address of the registered agent of the partnership
as shown on the records of the secretary of state when the chief executive office is not
located in Minnesota and no other Minnesota office exists deleted text end new text begin may send annually to the
partnership or foreign partnership, using the information provided by the limited liability
partnership pursuant to section 5.002 or 5.34 or the limited liability partnership statement
of qualification, a notice new text end . The deleted text begin form must include the following deleted text end notice deleted text begin : deleted text end new text begin will announce the
need to file the annual renewal and will inform the partnership or foreign partnership that
the annual renewal may be filed online and that paper filings may also be made and that
new text end deleted text begin "NOTICE: deleted text end failure to file deleted text begin this form deleted text end new text begin the notice new text end by December 31 deleted text begin of this year deleted text end will result
in the revocation of the statement of qualification of this limited liability partnership new text begin . new text end
deleted text begin without further notice from the secretary of state pursuant to Minnesota Statutes, section
323A.1003, subsection (d)."
deleted text end

(b) A limited liability partnership, and a foreign limited liability partnership
authorized to transact business in this state, shall file an annual deleted text begin registration deleted text end new text begin renewal new text end in the
office of the secretary of state which contains deleted text begin : deleted text end new text begin the information required by section 5.34.
new text end

deleted text begin (1) the name of the limited liability partnership and the state or other jurisdiction
under whose laws the foreign limited liability partnership is formed;
deleted text end

deleted text begin (2) the street address, including the zip code, of the partnership's chief executive
office and, if different, the street address, including the zip code, of an office of the
partnership in this state, if any;
deleted text end

deleted text begin (3) if the partnership does not have an office in this state, the name and street address,
including the zip code, of the partnership's current agent for service of process; and
deleted text end

deleted text begin (4) if the agent for service of process under clause (3) is not an individual, the name,
street address, and telephone number of an individual who may be contacted for purposes
other than service of process with respect to the limited liability partnership.
deleted text end

(c) An annual deleted text begin registration deleted text end new text begin renewal new text end must be filed once each calendar year beginning
in the year following the calendar year in which a partnership files a statement of
qualification or a foreign partnership becomes authorized to transact business in this state.

(d) The secretary of state must revoke the statement of qualification of a partnership
that fails to file an annual deleted text begin registration deleted text end new text begin renewal new text end when due or pay the required filing fee. The
secretary of state must issue a certificate of revocation which must be filed in the office
of the secretary of state. The secretary of state must also make available in an electronic
format the names of the revoked limited liability companies.

(e) A revocation under subsection (d) only affects a partnership's status as a limited
liability partnership and is not an event of dissolution of the partnership.

(f) A partnership whose statement of qualification has been revoked may apply
to the secretary of state for reinstatement deleted text begin within one year after the effective date of
the revocation deleted text end . A partnership must file an annual deleted text begin registration deleted text end new text begin renewal new text end to apply for
reinstatement and pay a reinstatement fee of deleted text begin $135 deleted text end new text begin $160 new text end .

(g) A reinstatement under subsection (f) relates back to and takes effect as of
the effective date of the revocation, and the partnership's status as a limited liability
partnership continues as if the revocation had never occurred.

Sec. 20.

Minnesota Statutes 2008, section 333.055, is amended to read:

333.055 TERM OF CERTIFICATE.

Subdivision 1.

Application and renewal.

Filing of a certificate hereunder shall be
effective deleted text begin for a term of ten years from the date of filing and upon application filed within
the six-month period prior to the expiration of such term or a renewal thereof, on a form
prescribed by the secretary of state, deleted text end new text begin upon filing and shall remain in effect as long as an
annual renewal for new text end the certificate deleted text begin may be renewed for additional ten-year terms. A renewal
fee as specified herein, payable to the secretary of state, shall accompany the application
for renewal. deleted text end new text begin is filed in each calendar year following the calendar year in which the original
filing was filed. The certificate expires in the calendar year following a calendar year in
which the annual renewal was not filed. Notice of the annual renewal requirement must be
provided to the person or entity submitting the certificate at the time of the original filing.
new text end

deleted text begin The secretary of state shall notify each business holding a certificate hereunder of
the necessity of renewal thereof by writing to the last known address of the business at
least six months prior to the certificate's expiration date.
deleted text end

new text begin Assumed name certificates on file with the secretary of state upon the effective
date of this section are exempt from the renewal requirements of this section until the
expiration of the original ten-year term.
new text end

Subd. 2.

deleted text begin Existing certificates deleted text end new text begin Reinstatement new text end .

Any assumed name certificate deleted text begin of
record in the district courts and in force on July 1, 1978 shall continue in force without
the necessity of another filing under section 333.01 until July 31, 1979, at which time all
such certificates shall expire unless renewed as hereinafter provided. Any certificate
may be renewed by filing an application with the secretary of state on a form prescribed
by the secretary and paying the renewal fee prescribed by subdivision 3 within the six
month period prior to the expiration of the certificate deleted text end new text begin that expires as a result of failing
to file the annual renewal may be reinstated by filing the annual renewal with the $25
reinstatement fee new text end .

new text begin Subd. 2a. new text end

new text begin Annual renewal; contents. new text end

new text begin The annual renewal filed under subdivision 1
must include the assumed name and the address of the principal place of business.
new text end

Subd. 3.

Fees.

The secretary of state shall charge and collect deleted text begin : deleted text end new text begin a fee of $30 for
each filing submitted with respect to an assumed name except for the annual renewal,
for which no fee will be charged.
new text end

deleted text begin (a) for the filing of each certificate or amended certificate of an assumed name - $25;
deleted text end

deleted text begin (b) certificate renewal fee - $25.
deleted text end

Subd. 4.

Secretary of state duties.

The secretary of state shall accept for filing all
certificates and renewals thereof which comply with the provisions of sections 333.001 to
333.06 and which are accompanied by the prescribed fees, notwithstanding the fact that
the assumed name disclosed therein may not be distinguishable from one or more other
assumed names already filed with the secretary of state. The secretary of state shall not
accept for filing a certificate that discloses an assumed name that is not distinguishable
from a corporate, limited liability company, limited liability partnership, cooperative, or
limited partnership name in use or reserved in this state by another or a trade or service
mark registered with the secretary of state, unless there is filed with the certificate a written
consent, court decree of prior right, or affidavit of nonuser of the kind required by section
302A.115, subdivision 1, clause (d). The secretary of state shall determine whether a name
is distinguishable from another name for purposes of this subdivision.

new text begin EFFECTIVE DATE; APPLICATION. new text end

new text begin This section is effective 30 days after the
secretary of state certifies that the information systems of the Office of the Secretary of
State have been modified to implement this section, and this section applies to all existing
and new assumed name certificates on and after that date.
new text end

Sec. 21.

Minnesota Statutes 2008, section 336A.04, subdivision 3, is amended to read:

Subd. 3.

Fees.

The fee for filing and indexing a standard form or format for a lien
notice, effective financing statement, or continuation statement, and stamping the date and
place of filing on a copy of the filed document furnished by the filing party is deleted text begin $15 until
June 30, 2005. Effective July 1, 2005, the fee for each filing will be deleted text end as follows:

(1) new text begin $20 for each effective financing statement and new text end $15 for each new text begin lien notice or new text end new text begin other new text end
filing made through the Web interface of the Office of the Secretary of State; deleted text begin and
deleted text end

(2) new text begin $25 for each effective financing statement and new text end $20 for each new text begin lien notice or new text end new text begin other new text end
filing submitted in any other manner deleted text begin . deleted text end new text begin ; and
new text end

new text begin (3) no fee will be charged for filing a termination statement.
new text end

Filing fees collected by a satellite office must be deposited in the general fund of the
county in which the satellite office is located.

Sec. 22.

Minnesota Statutes 2008, section 336A.09, subdivision 2, is amended to read:

Subd. 2.

Searches; fees.

(a) If a person makes a request, the filing officer shall
conduct a search of the computerized filing system for effective financing statements or
lien notices and statements of continuation of a particular debtor. The filing officer shall
produce a report including the date, time, and results of the search by issuing:

(1) a listing of the file number, date, and hour of each effective financing statement
found in the search and the names and addresses of each secured party on the effective
financing statements or of each lien notice found in the search and the names and address
of each lienholder on the lien notice; or

(2) upon request, both the report and photocopies of the effective financing
statements or lien notices.

(b) The uniform fee for conducting a search and for preparing a report is $20 per
debtor name. deleted text begin If an oral or facsimile response is requested, there is an additional fee of $5
per debtor name requested. deleted text end A fee deleted text begin of $1 per page deleted text end new text begin as set by section 5.12 new text end will be charged for
photocopies of effective financing statements, lien notices, continuation statements, or
termination statements.

(c) Search fees collected by a satellite office must be deposited in the general fund of
the county where the satellite office is located.

Sec. 23.

Minnesota Statutes 2008, section 359.01, subdivision 3, is amended to read:

Subd. 3.

Fees.

(a) When making application for a commission the applicant must
submit, along with the information required by the secretary of state, a nonrefundable
fee of $40.

(b) All fees shall be retained by the secretary of state and are nonreturnable, except
deleted text begin that deleted text end new text begin for new text end an overpayment of a fee deleted text begin is the subject of a refund upon proper application deleted text end .