HF 3066

as introduced - 81st Legislature (1999 - 2000) Posted on 12/15/2009 12:00am

  1.1                          A bill for an act 
  1.2             relating to the secretary of state; regulating fees; 
  1.3             regulating the filing of annual registrations by 
  1.4             corporations and other business entities with the 
  1.5             secretary of state; providing for technical amendments 
  1.6             to provisions regarding digital signatures; allowing 
  1.7             the extension of duration of certain nonprofit 
  1.8             corporations; amending Minnesota Statutes 1998, 
  1.9             sections 5.12, subdivision 1; 5.14; 302A.821; 303.14, 
  1.10            subdivision 1; 303.21, subdivision 3; 317A.801, 
  1.11            subdivision 1; 317A.823; 317A.827; 318.02, by adding a 
  1.12            subdivision; 322B.960; 323A.10-03; 325K.07, 
  1.13            subdivision 3; 325K.10, subdivisions 1 and 2; 325K.18, 
  1.14            subdivision 3; 325K.19; and 325K.23; Minnesota 
  1.15            Statutes 1999 Supplement, sections 325K.05, 
  1.16            subdivision 1; and 336.9-411; proposing coding for new 
  1.17            law in Minnesota Statutes, chapters 5; and 308A; 
  1.18            repealing Minnesota Statutes 1998, sections 303.07, 
  1.19            subdivision 2; 303.14, subdivisions 3, 4, and 5; and 
  1.20            322B.960, subdivision 3. 
  1.21  BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.22     Section 1.  Minnesota Statutes 1998, section 5.12, 
  1.23  subdivision 1, is amended to read: 
  1.24     Subdivision 1.  [FEES.] The secretary of state shall charge 
  1.25  a fee of $5 for each certificate or certification of a copy of 
  1.26  any document filed in the office of the secretary of state.  The 
  1.27  secretary of state shall charge a fee of $3 for a copy of an 
  1.28  original filing of a corporation, limited partnership, trade or 
  1.29  service mark, or for the complete record of a certificate of 
  1.30  assumed name.  The secretary of state shall charge a fee of $3 
  1.31  for a copy of any or all subsequent filings of a corporation, 
  1.32  limited partnership, or trade or service mark.  The secretary of 
  1.33  state shall charge a fee of $1 per page for copies of other 
  2.1   nonuniform commercial code documents filed with the secretary of 
  2.2   state.  At the time of filing, the secretary of state may 
  2.3   provide at the public counter, without charge, a copy of a 
  2.4   filing, ten or fewer pages in length, to the person making the 
  2.5   filing.  
  2.6      Sec. 2.  Minnesota Statutes 1998, section 5.14, is amended 
  2.7   to read: 
  2.8      5.14 [TRANSACTION SURCHARGE.] 
  2.9      The secretary of state may impose a surcharge of $20 on 
  2.10  each transaction involving over-the-counter expedited service 
  2.11  that takes place at is provided by the office of the secretary 
  2.12  of state. 
  2.13     Sec. 3.  [5.29] [BULK AGENT NAME AND ADDRESS CHANGES.] 
  2.14     The filing fee charged for filing an amendment is charged 
  2.15  for each document filed when a registered agent changes its name 
  2.16  or office address pursuant to sections 302A.123, subdivision 3, 
  2.17  303.10, 308A.025, subdivision 5, 317A.123, subdivision 3, 
  2.18  318.02, and 322B.135, subdivision 3, and chapters 322A, 323, and 
  2.19  323A, but the cumulative fee shall not exceed $10,000 for 
  2.20  entities governed by the provisions of chapters 302A, 303, 308A, 
  2.21  317A, 318, 322A, 322B, 323, and 323A.  
  2.22     Sec. 4.  Minnesota Statutes 1998, section 302A.821, is 
  2.23  amended to read: 
  2.24     302A.821 [MINNESOTA CORPORATE REGISTRATION.] 
  2.25     Subdivision 1.  [INFORMATION REQUIRED ANNUAL REGISTRATION 
  2.26  FORM.] Each calendar year beginning in the calendar year 
  2.27  following the calendar year in which a corporation incorporates, 
  2.28  the secretary of state must mail by first class mail an annual 
  2.29  registration form to the registered office of each corporation 
  2.30  as shown on the records of the secretary of state.  The form 
  2.31  must include the following notice: 
  2.32     "NOTICE:  Failure to file this form by December 31 of this 
  2.33  year will result in the dissolution of this corporation without 
  2.34  further notice from the secretary of state, pursuant to 
  2.35  Minnesota Statutes, section 302A.821, subdivision 4, paragraph 
  2.36  (b)." 
  3.1      Subd. 2.  [INFORMATION REQUIRED.] A domestic corporation 
  3.2   shall once each calendar year file with the secretary of state a 
  3.3   registration by December 31 each calendar year containing:  
  3.4      (a) the name of the corporation; 
  3.5      (b) the address of its principal executive office, if 
  3.6   different from the registered office address; 
  3.7      (c) the address of its registered office and the name of 
  3.8   the registered agent, if any; 
  3.9      (d) the state of incorporation; and 
  3.10     (e) the name and business address of the officer or other 
  3.11  person exercising the principal functions of the chief executive 
  3.12  officer of the corporation. 
  3.13     Subd. 2 3.  [INFORMATION PUBLIC.] The information required 
  3.14  by subdivision 1 is public data.  Chapter 13 does not apply to 
  3.15  this information.  
  3.16     Subd. 3.  [LOSS OF GOOD STANDING.] A corporation that fails 
  3.17  to file a registration pursuant to the requirements of 
  3.18  subdivision 1 loses its good standing in this state.  The 
  3.19  corporation may regain its good standing in this state by filing 
  3.20  a single annual registration and paying a $25 fee. 
  3.21     Subd. 4.  [NOTICE OF REPEATED VIOLATION.] If a corporation 
  3.22  fails for three consecutive years to file a registration 
  3.23  pursuant to the requirements of subdivision 1, the secretary of 
  3.24  state shall give notice by first class mail to the corporation 
  3.25  at its registered office that it has violated this section and 
  3.26  is subject to dissolution by the office of the secretary of 
  3.27  state if the delinquent registration is not filed pursuant to 
  3.28  subdivision 1 and the $25 fee paid within 60 days after the 
  3.29  mailing of the notice.  For purposes of this subdivision, 
  3.30  "delinquent registration" means a single annual registration. 
  3.31     Subd. 5 4.  [PENALTY.] (a) A corporation that has 
  3.32  failed for three consecutive years to file a registration 
  3.33  pursuant to the requirements of subdivision 1, has been notified 
  3.34  of the failure pursuant to subdivision 4, and has failed to file 
  3.35  the delinquent registration during the 60-day period described 
  3.36  in subdivision 4, shall must be dissolved by the secretary of 
  4.1   state as described in paragraph (b).  
  4.2      (b) Immediately after the expiration of the 60-day period 
  4.3   described in paragraph (a), If the corporation has not filed the 
  4.4   delinquent registration, the secretary of state shall issue a 
  4.5   certificate of involuntary dissolution, and a copy of the 
  4.6   certificate shall be filed in the office of the secretary of 
  4.7   state.  The original certificate shall be sent to the registered 
  4.8   office of the corporation.  The secretary of state shall 
  4.9   annually inform the attorney general and the commissioner of 
  4.10  revenue of the methods by which the names of corporations 
  4.11  dissolved under this section during the preceding year may be 
  4.12  determined.  The secretary of state must also make available in 
  4.13  an electronic format the names of the dissolved corporations.  A 
  4.14  corporation dissolved in this manner is not entitled to the 
  4.15  benefits of section 302A.781.  The liability, if any, of the 
  4.16  shareholders of a corporation dissolved in this manner shall be 
  4.17  determined and limited in accordance with section 302A.557, 
  4.18  except that the shareholders shall have no liability to any 
  4.19  director of the corporation under section 302A.559, subdivision 
  4.20  2.  
  4.21     Subd. 6 5.  [REINSTATEMENT.] A corporation may, within one 
  4.22  year of the date of the statutory dissolution, retroactively 
  4.23  reinstate its corporate existence by filing a single annual 
  4.24  registration and paying a $25 fee.  Filing the annual 
  4.25  registration with the secretary of state: 
  4.26     (1) returns the corporation to active status as of the date 
  4.27  of the statutory dissolution; 
  4.28     (2) validates contracts or other acts within the authority 
  4.29  of the articles, and the corporation is liable for those 
  4.30  contracts or acts; and 
  4.31     (3) restores to the corporation all assets and rights of 
  4.32  the corporation and its shareholders to the extent they were 
  4.33  held by the corporation and its shareholders before the 
  4.34  statutory dissolution occurred, except to the extent that assets 
  4.35  or rights were affected by acts occurring after the dissolution 
  4.36  or sold or otherwise distributed after that time. 
  5.1      Sec. 5.  Minnesota Statutes 1998, section 303.14, 
  5.2   subdivision 1, is amended to read: 
  5.3      Subdivision 1.  [FILED WITH SECRETARY OF STATE; CONTENTS.] 
  5.4   Between January 15 and May 15, in each calendar year, every 
  5.5   foreign corporation which holds a certificate of authority shall 
  5.6   make and file with the secretary of state a report for the 
  5.7   previous calendar year, setting forth: 
  5.8      (1) the name of the corporation and the state or country 
  5.9   under the laws of which it is organized; 
  5.10     (2) if the name of the corporation does not end with the 
  5.11  word "Corporation" or the word "Incorporated," or the 
  5.12  abbreviation "Inc.," or does not contain the word "Company" or 
  5.13  the abbreviation "Co." not immediately preceded by the word 
  5.14  "and" or the character "&," then the name of the corporation 
  5.15  with the word or abbreviation which it has agreed to add thereto 
  5.16  for use in this state; 
  5.17     (3) the address of its registered office in this state and 
  5.18  the name of its registered agent at such address; 
  5.19     (4) additional information necessary or appropriate to 
  5.20  enable the secretary of state to determine the additional 
  5.21  license fee, if any, payable by the corporation; 
  5.22     (5) a statement of the corporate taxable net income as 
  5.23  stated in its appropriate Minnesota income tax return that was 
  5.24  due in the previous year; and 
  5.25     (6) the fee required by section 303.07, subdivision 2.  
  5.26  This fee shall be submitted with the annual report.  Each 
  5.27  calendar year beginning in the calendar year following the 
  5.28  calendar year in which a corporation receives a certificate of 
  5.29  authority to do business in Minnesota, the secretary of state 
  5.30  must mail by first class mail an annual registration form to the 
  5.31  registered office of each corporation as shown on the records of 
  5.32  the secretary of state.  The form must include the following 
  5.33  notice:  
  5.34     "NOTICE:  Failure to file this form by December 31 of this 
  5.35  year will result in the revocation of the authority of this 
  5.36  corporation to transact business in Minnesota without further 
  6.1   notice from the secretary of state, pursuant to Minnesota 
  6.2   Statutes, section 303.17." 
  6.3      The corporation will submit a $115 fee with the annual 
  6.4   registration and will set forth on the form: 
  6.5      (a) the name of the corporation, and, if the corporation 
  6.6   has designated an alternate name pursuant to section 303.05, 
  6.7   subdivision 1, that alternate name; 
  6.8      (b) the name of the registered agent of the corporation in 
  6.9   Minnesota; 
  6.10     (c) the address of its registered office; 
  6.11     (d) the state of incorporation; and 
  6.12     (e) the name and business address of the officer or other 
  6.13  person exercising the principal functions of the chief executive 
  6.14  officer of the corporation. 
  6.15     Sec. 6.  Minnesota Statutes 1998, section 303.21, 
  6.16  subdivision 3, is amended to read: 
  6.17     Subd. 3.  [OTHER INSTRUMENTS.] A fee of $50 shall be paid 
  6.18  to the secretary of state for filing any instrument, other than 
  6.19  the annual report required by section 303.14, required or 
  6.20  permitted to be filed under the provisions of this chapter.  For 
  6.21  filing the annual report a fee of $20 must be paid to the 
  6.22  secretary of state.  The fees shall be paid at the time of the 
  6.23  filing of the instrument.  
  6.24     Sec. 7.  [308A.995] [PERIODIC REGISTRATION.] 
  6.25     Subdivision 1.  [PERIODIC REGISTRATION IN CERTAIN 
  6.26  YEARS.] Each cooperative governed by this chapter must file a 
  6.27  periodic registration with the secretary of state in each year 
  6.28  ending in 1 and 6.  In these years, the secretary of state must 
  6.29  mail by first class mail an annual registration form to the 
  6.30  registered office of each cooperative as shown on the records of 
  6.31  the secretary of state, or if no such address is in the records, 
  6.32  to the location of the principal place of business shown on the 
  6.33  records of the secretary of state.  The form must include the 
  6.34  following notice: 
  6.35     "NOTICE:  Failure to file this form by December 31 of this 
  6.36  year will result in the dissolution of this cooperative without 
  7.1   further notice from the secretary of state, pursuant to 
  7.2   Minnesota Statutes, section 308A.995, subdivision 4, paragraph 
  7.3   (b)." 
  7.4      Subd. 2.  [MINNESOTA COOPERATIVE REGISTRATION FORM.] In 
  7.5   each calendar year in which a registration is to be filed, a 
  7.6   cooperative must must file with the secretary of state a 
  7.7   registration by December 31 of that calendar year containing: 
  7.8      (1) the name of the cooperative; 
  7.9      (2) the address of its registered office; 
  7.10     (3) the address of its principal place of business, if 
  7.11  different from the registered office address; and 
  7.12     (4) the name and business address of the officer or other 
  7.13  person exercising the principal functions of the chief executive 
  7.14  officer of the cooperative. 
  7.15     Subd. 3.  [INFORMATION PUBLIC.] The information required by 
  7.16  subdivision 1 is public data.  Chapter 13 does not apply to this 
  7.17  information. 
  7.18     Subd. 4.  [PENALTY; DISSOLUTION.] (a) A cooperative that 
  7.19  has failed to file a registration pursuant to the requirements 
  7.20  of this section by December 31 of the calendar year for which 
  7.21  the registration was required must be dissolved by the secretary 
  7.22  of state as described in paragraph (b). 
  7.23     (b) If the cooperative has not filed the registration by 
  7.24  December 31 of that calendar year, the secretary of state must 
  7.25  issue a certificate of involuntary dissolution, and the 
  7.26  certificate must be filed in the office of the secretary of 
  7.27  state.  The secretary of state must annually inform the attorney 
  7.28  general and the commissioner of revenue of the methods by which 
  7.29  the names of cooperatives dissolved under this section during 
  7.30  the preceding year may be determined.  The secretary of state 
  7.31  must also make available in an electronic format the names of 
  7.32  the dissolved cooperatives.  A corporation dissolved in this 
  7.33  manner is not entitled to the benefits of section 308A.981.  
  7.34     Subd. 5.  [REINSTATEMENT.] A cooperative may, within one 
  7.35  year of the date of dissolution under this section, 
  7.36  retroactively reinstate its existence by filing a single annual 
  8.1   registration and paying a $25 fee.  Filing the annual 
  8.2   registration with the secretary of state: 
  8.3      (1) returns the cooperative to active status as of the date 
  8.4   of the dissolution; 
  8.5      (2) validates contracts or other acts within the authority 
  8.6   of the articles, and the cooperative is liable for those 
  8.7   contracts or acts; and 
  8.8      (3) restores to the cooperative all assets and rights of 
  8.9   the cooperative and its shareholders to the extent they were 
  8.10  held by the cooperative and its shareholders before the 
  8.11  dissolution occurred, except to the extent that assets or rights 
  8.12  were affected by acts occurring after the dissolution or sold or 
  8.13  otherwise distributed after that time.  
  8.14     Sec. 8.  Minnesota Statutes 1998, section 317A.801, 
  8.15  subdivision 1, is amended to read: 
  8.16     Subdivision 1.  [EXTENSION BY AMENDMENT.] A corporation 
  8.17  whose period of duration provided in the articles has expired 
  8.18  and that has continued to operate despite that expiration may 
  8.19  reinstate its articles and extend the period of corporate 
  8.20  duration, including making the duration perpetual, after the 
  8.21  date of expiration by filing an amendment to the articles as set 
  8.22  forth in this section.  This section also applies to 
  8.23  corporations that may have been formed under prior laws 
  8.24  governing nonprofit corporations and that expired before chapter 
  8.25  317 was repealed on January 1, 1990. 
  8.26     Sec. 9.  Minnesota Statutes 1998, section 317A.823, is 
  8.27  amended to read: 
  8.28     317A.823 [ANNUAL CORPORATE REGISTRATION.] 
  8.29     Subdivision 1.  [NOTICE FROM SECRETARY OF STATE; ANNUAL 
  8.30  REGISTRATION REQUIRED.] (a) Except for corporations to which 
  8.31  paragraph (c) applies, before July 1 of each calendar year 
  8.32  beginning in the calendar year following the calendar year in 
  8.33  which a corporation incorporates, the secretary of state shall 
  8.34  mail a corporate registration form to each corporation that 
  8.35  incorporated or filed a corporate registration during either of 
  8.36  the previous two calendar years at its last registered office 
  9.1   address listed on the records of the secretary of state.  The 
  9.2   form must include the exact legal corporate name and registered 
  9.3   office address currently on file with the secretary of state 
  9.4   along with the name of the person who performs the functions of 
  9.5   the president.  The secretary of state may also give notice of 
  9.6   the requirement to file the annual registration by any other 
  9.7   means the secretary of state considers appropriate.  must mail 
  9.8   by first class mail an annual registration form to the 
  9.9   registered office of each corporation as shown on the records of 
  9.10  the secretary of state.  The form must include the following 
  9.11  notice:  
  9.12     "NOTICE:  Failure to file this form by December 31 of this 
  9.13  year will result in the dissolution of this corporation without 
  9.14  further notice from the secretary of state, pursuant to 
  9.15  Minnesota Statutes, section 317A.823, subdivision 2, paragraph 
  9.16  (b)."  
  9.17     (b) A corporation shall file a corporate registration with 
  9.18  the secretary of state once each calendar year.  If the 
  9.19  corporation has changed its registered office address to an 
  9.20  address other than that listed on the records of the secretary 
  9.21  of state, the corporation shall file the new registered office 
  9.22  address on the registration form.  If the registration shows a 
  9.23  change of registered office address, the registration must be 
  9.24  signed by an authorized person.  A fee of $35 must be paid for 
  9.25  filing the registered office address change.  The new address 
  9.26  must comply with section 317A.011, subdivision 2, and must have 
  9.27  been approved by the board A nonprofit corporation must file 
  9.28  with the secretary of state a registration by December 31 of 
  9.29  each calendar year containing: 
  9.30     (1) the name of the corporation; 
  9.31     (2) the address of its registered office; 
  9.32     (3) the name of its registered agent, if any; and 
  9.33     (4) the name and business address of the officer or other 
  9.34  person exercising the principal functions of president of the 
  9.35  corporation.  
  9.36     (c) The timely filing of an annual financial report and 
 10.1   audit or an annual financial statement under section 69.051, 
 10.2   subdivision 1 or 1a, by a volunteer firefighter relief 
 10.3   association, as reflected in the notification by the state 
 10.4   auditor under section 69.051, subdivision 1c, constitutes 
 10.5   presentation of the corporate registration.  The secretary of 
 10.6   state may reject the registration by the volunteer firefighter 
 10.7   relief association.  Rejection must occur if the information 
 10.8   provided to the state auditor does not match the information in 
 10.9   the records of the secretary of state.  The volunteer 
 10.10  firefighter relief association may amend the articles of 
 10.11  incorporation as provided in sections 317A.131 to 317A.151 so 
 10.12  that the information from the state auditor may be accepted for 
 10.13  filing.  The timely filing of an annual financial report and 
 10.14  audit or an annual financial statement under section 69.051, 
 10.15  subdivision 1 or 1a, does not relieve the volunteer firefighter 
 10.16  relief association of the requirement to file amendments to the 
 10.17  articles of incorporation directly with the secretary of state. 
 10.18     Subd. 2.  [LOSS OF GOOD STANDING PENALTY.] A corporation 
 10.19  that files an initial corporate registration under section 
 10.20  317A.821 or that is incorporated on or after January 1, 1990, 
 10.21  and that does not file a corporate registration during a 
 10.22  calendar year loses its good standing after December 31 of that 
 10.23  year.  To regain its good standing, the corporation must file a 
 10.24  single annual corporate registration and pay a $25 fee.  
 10.25     Subd. 3.  [NOTICE; DISSOLUTION.] If a corporation fails to 
 10.26  file a report required under this section for three consecutive 
 10.27  calendar years, the secretary of state shall give notice to the 
 10.28  corporation by first-class mail at its registered office and by 
 10.29  any other means of notice that the secretary of state considers 
 10.30  appropriate, that it has violated this section and is subject to 
 10.31  dissolution under section 317A.827 if the delinquent 
 10.32  registration is not filed with a $25 fee within 60 days after 
 10.33  the mailing of the notice or the date of the alternative 
 10.34  notice.  For purposes of this subdivision, "delinquent 
 10.35  registration" means a single registration.  A corporation that 
 10.36  fails to file the delinquent annual registration within the 60 
 11.1   days is dissolved under section 317A.827 (a) A corporation that 
 11.2   has failed to file a registration pursuant to the requirements 
 11.3   of subdivision 1 must be dissolved by the secretary of state as 
 11.4   described in paragraph (b). 
 11.5      (b) If the corporation has not filed the delinquent 
 11.6   registration, the secretary of state must issue a certificate of 
 11.7   involuntary dissolution, and the certificate must be filed in 
 11.8   the office of the secretary of state.  The secretary of state 
 11.9   must annually inform the attorney general and the commissioner 
 11.10  of revenue of the methods by which the names of corporations 
 11.11  dissolved under this section during the preceding year may be 
 11.12  determined.  The secretary of state must also make available in 
 11.13  an electronic format the names of the dissolved corporations.  A 
 11.14  corporation dissolved in this manner is not entitled to the 
 11.15  benefits of section 317A.781.  
 11.16     Sec. 10.  Minnesota Statutes 1998, section 317A.827, is 
 11.17  amended to read: 
 11.18     317A.827 [ADMINISTRATIVE DISSOLUTION CONTINUATION FOR 
 11.19  CERTAIN PURPOSES; REINSTATEMENT.] 
 11.20     Subdivision 1.  [PROCEDURE.] If a corporation fails to file 
 11.21  the initial registration by December 31, 1997, or if it fails to 
 11.22  file the delinquent registration before expiration of the 60-day 
 11.23  period in section 317A.823, subdivision 3, the secretary of 
 11.24  state shall immediately issue a certificate of involuntary 
 11.25  dissolution.  The secretary of state shall send the original 
 11.26  certificate to the registered office of the corporation and file 
 11.27  a copy in the office of the secretary of state.  The secretary 
 11.28  of state shall annually inform the attorney general of the 
 11.29  methods by which the names of corporations dissolved under this 
 11.30  section during the previous year may be determined.  A 
 11.31  corporation dissolved under this section is not entitled to the 
 11.32  benefits of section 317A.781, subdivision 1. 
 11.33     Subd. 2.  [ATTORNEY GENERAL POWERS CONTINUED.] A 
 11.34  corporation dissolved under this section 317A.823 continues for 
 11.35  three years after the dissolution date for the sole purpose of 
 11.36  supervision, investigation, and other actions by the attorney 
 12.1   general under sections 8.31 and 501B.40 and 501B.41. 
 12.2      Subd. 3 2.  [REINSTATEMENT.] A corporation dissolved under 
 12.3   section 317A.823 may, within one year of the date of the 
 12.4   statutory dissolution, retroactively reinstate its corporate 
 12.5   existence by filing a single annual registration and paying a 
 12.6   $25 fee.  Filing the annual registration with the secretary of 
 12.7   state:  
 12.8      (1) returns the corporation to active status as of the date 
 12.9   of the statutory dissolution; 
 12.10     (2) validates contracts or other acts within the authority 
 12.11  of the articles, and the corporation is liable for those 
 12.12  contracts or acts; and 
 12.13     (3) restores to the corporation all assets and rights of 
 12.14  the corporation and its members to the extent they were held by 
 12.15  the corporation and its members before the statutory dissolution 
 12.16  occurred, except to the extent that assets or rights were 
 12.17  affected by acts occurring after the dissolution or sold or 
 12.18  otherwise distributed after that time. 
 12.19     Sec. 11.  Minnesota Statutes 1998, section 318.02, is 
 12.20  amended by adding a subdivision to read: 
 12.21     Subd. 6.  [NON-MINNESOTA TRUSTS.] An association organized 
 12.22  under the laws of another state may register by using the 
 12.23  process described in subdivision 1.  The registration must be 
 12.24  accompanied by a certificate from a state authenticating the 
 12.25  prior registration of the association in that state.  The 
 12.26  Minnesota registration does not create a new association and the 
 12.27  association continues to be governed by the laws of the state of 
 12.28  prior registration with respect to internal governance.  
 12.29  Amendments to a declaration of trust will also follow the 
 12.30  process described in subdivision 1.  The fees stated in 
 12.31  subdivision 1 apply to these transactions.  
 12.32     Sec. 12.  Minnesota Statutes 1998, section 322B.960, is 
 12.33  amended to read: 
 12.34     322B.960 [BIENNIAL ANNUAL REGISTRATION.] 
 12.35     Subdivision 1.  [INFORMATION REQUIRED ANNUAL REGISTRATION 
 12.36  FORM.] Starting January 1, 1995, a limited liability company, 
 13.1   whether domestic or foreign, shall once every other year file 
 13.2   with the secretary of state a registration containing: 
 13.3      (a) the name of the limited liability company; 
 13.4      (b) the alternate name, if any, a foreign limited liability 
 13.5   company has adopted for use in this state; 
 13.6      (c) the address of its registered office; 
 13.7      (d) the name of its registered agent, if any; 
 13.8      (e) the jurisdiction of organization; and 
 13.9      (f) the name and business address of the manager or other 
 13.10  person exercising the principal functions of the chief manager 
 13.11  of the limited liability company.  Each calendar year beginning 
 13.12  in the calendar year following the calendar year in which a 
 13.13  limited liability company files articles of organization, the 
 13.14  secretary of state must mail by first class mail an annual 
 13.15  registration form to the registered office of each limited 
 13.16  liability company as shown on the records of the secretary of 
 13.17  state.  The form must include the following notice: 
 13.18     "NOTICE:  Failure to file this form by December 31 of this 
 13.19  year will result in the dissolution of this limited liability 
 13.20  company without further notice from the secretary of state, 
 13.21  pursuant to Minnesota Statutes, section 322B.960." 
 13.22     Subd. 2.  [DUE DATE FOR FILING INFORMATION REQUIRED.] A 
 13.23  registration is due two years from:  (1) the date the limited 
 13.24  liability company is formed or registered with the secretary of 
 13.25  state; or (2) the date of the last registration.  The biennial 
 13.26  registration will be due on or before the anniversary date of 
 13.27  formation or registration in Minnesota.  The secretary of state 
 13.28  shall mail a registration form to each limited liability company 
 13.29  no less than 90 days before the registration is due.  The 
 13.30  registration form must be sent to the last registered office 
 13.31  address filed with the secretary of state.  A domestic or 
 13.32  foreign limited liability company must file with the secretary 
 13.33  of state a registration by December 31 each calendar year 
 13.34  beginning in the calendar year following the calendar year in 
 13.35  which the limited liability company formed containing: 
 13.36     (a) the name of the limited liability company or the name 
 14.1   under which a foreign limited liability company has registered 
 14.2   in this state; 
 14.3      (b) the address of its principal executive office, if 
 14.4   different from the registered address; 
 14.5      (c) the address of its registered office; 
 14.6      (d) the name of its registered agent, if any; 
 14.7      (e) the state or jurisdiction of organization; and 
 14.8      (f) the name and business address of the manager or other 
 14.9   person exercising the principal functions of the chief manager 
 14.10  of the limited liability company. 
 14.11     Subd. 3.  [AMENDMENTS ON REGISTRATION FORM.] A domestic 
 14.12  limited liability company which needs to amend its name, 
 14.13  registered office address, or registered agent may make these 
 14.14  amendments on the biennial annual registration form.  If an 
 14.15  amendment is made on the biennial annual registration form, it 
 14.16  must be signed by an authorized person.  The fee listed in 
 14.17  section 322B.175 applies to these amendments. 
 14.18     Subd. 4.  [LOSS OF GOOD STANDING.] A limited liability 
 14.19  company that fails to file a registration pursuant to the 
 14.20  requirements of subdivision 1 loses its good standing in this 
 14.21  state.  The limited liability company may regain its good 
 14.22  standing in this state by filing a single annual registration 
 14.23  and paying a $50 fee. 
 14.24     Subd. 5.  [ADMINISTRATIVE TERMINATION PENALTY.] (a) If A 
 14.25  domestic limited liability company that has not filed a 
 14.26  registration during a reporting period pursuant to the 
 14.27  requirements of subdivision 3, the secretary of state shall 
 14.28  notify the limited liability company that it will be is 
 14.29  administratively terminated if the biennial registration is not 
 14.30  filed by the due date of the next registration.  This notice 
 14.31  must be sent to the limited liability company at its registered 
 14.32  office address of record as part of the registration form.  If 
 14.33  the limited liability company does not file the biennial 
 14.34  registration by the due date, the secretary of state shall 
 14.35  administratively terminate the existence of the limited 
 14.36  liability company.  The secretary of state shall issue a 
 15.1   certificate of administrative termination which shall must be 
 15.2   sent to the limited liability company at its registered office 
 15.3   address filed in the office of the secretary of state.  A copy 
 15.4   of the certificate must be filed with the secretary of 
 15.5   state.  The secretary of state must also make available in an 
 15.6   electronic format the names of the terminated limited liability 
 15.7   companies. 
 15.8      (b) If A non-Minnesota limited liability company that has 
 15.9   not filed a registration during a reporting period pursuant to 
 15.10  the requirements of subdivision 3, the secretary of state shall 
 15.11  notify the limited liability company that shall have its 
 15.12  authority to do business in Minnesota will be revoked if the 
 15.13  biennial registration is not filed by the due date of the next 
 15.14  registration.  This notice must be sent to the limited liability 
 15.15  company at its registered office address of record as part of 
 15.16  the registration form.  If the limited liability company does 
 15.17  not file the biennial registration by the due date, the 
 15.18  secretary of state shall revoke the authority of the limited 
 15.19  liability company to do business in Minnesota.  The secretary of 
 15.20  state shall must issue a certificate of revocation which shall 
 15.21  must be sent to the limited liability company at its registered 
 15.22  office address filed in the office of the secretary of state.  A 
 15.23  copy of the certificate must be filed with the secretary of 
 15.24  state.  The secretary of state must also make available in an 
 15.25  electronic format the names of the revoked non-Minnesota limited 
 15.26  liability companies. 
 15.27     Subd. 6 5.  [REINSTATEMENT.] If a limited liability company 
 15.28  is administratively terminated or has its authority to do 
 15.29  business in Minnesota revoked, it may retroactively reinstate 
 15.30  its existence or authority to do business by filing a single 
 15.31  biennial annual registration and paying a $50 $25 fee but only 
 15.32  within one year of the date of the termination or revocation. 
 15.33     (a) For a domestic limited liability company, filing the 
 15.34  biennial annual registration with the secretary of state: 
 15.35     (1) returns the limited liability company to active status 
 15.36  as of the date of the administrative termination; 
 16.1      (2) validates contracts or other acts within the authority 
 16.2   of the articles, and the limited liability company is liable for 
 16.3   those contracts or acts; and 
 16.4      (3) restores to the limited liability company all assets 
 16.5   and rights of the limited liability company and its members to 
 16.6   the extent they were held by the limited liability company and 
 16.7   its members before the administrative termination occurred, 
 16.8   except to the extent that assets or rights were affected by acts 
 16.9   occurring after the termination, sold, or otherwise distributed 
 16.10  after that time. 
 16.11     (b) For a non-Minnesota limited liability company, filing 
 16.12  the biennial annual registration restores the limited liability 
 16.13  company's ability to do business in Minnesota and the rights and 
 16.14  privileges which accompany that authority. 
 16.15     Sec. 13.  Minnesota Statutes 1998, section 323A.10-03, is 
 16.16  amended to read: 
 16.17     323A.10-03 [ANNUAL REGISTRATION.] 
 16.18     (a) Each calendar year beginning in the calendar year 
 16.19  following the calendar year in which a partnership files a 
 16.20  statement of qualification or in which a foreign partnership 
 16.21  becomes authorized to transact business in this state, the 
 16.22  secretary of state must mail by first class mail an annual 
 16.23  registration form to the street address of the partnership's 
 16.24  chief executive office, if located in Minnesota, the office in 
 16.25  this state, if the chief executive office is not located in 
 16.26  Minnesota, or address of the registered agent of the partnership 
 16.27  as shown on the records of the secretary of state when the chief 
 16.28  executive office is not located in Minnesota and no other 
 16.29  Minnesota office exists.  The form must include the following 
 16.30  notice: 
 16.31     "NOTICE:  Failure to file this form by December 31 of this 
 16.32  year will result in the revocation of the statement of 
 16.33  qualification of this limited liability partnership without 
 16.34  further notice from the secretary of state pursuant to Minnesota 
 16.35  Statutes, section 323A.10-03, subsection (d)." 
 16.36     (b) [INFORMATION REQUIRED.] A limited liability 
 17.1   partnership, and a foreign limited liability partnership 
 17.2   authorized to transact business in this state, shall file an 
 17.3   annual registration in the office of the secretary of state 
 17.4   which contains: 
 17.5      (1) the name of the limited liability partnership and the 
 17.6   state or other jurisdiction under whose laws the foreign limited 
 17.7   liability partnership is formed; 
 17.8      (2) the street address, including the zip code, of the 
 17.9   partnership's chief executive office and, if different, the 
 17.10  street address, including the zip code, of an office of the 
 17.11  partnership in this state, if any; and 
 17.12     (3) if the partnership does not have an office in this 
 17.13  state, the name and street address, including the zip code, of 
 17.14  the partnership's current agent for service of process. 
 17.15     (b) (c) An annual registration must be filed once each 
 17.16  calendar year beginning in the year following the calendar year 
 17.17  in which a partnership files a statement of qualification or a 
 17.18  foreign partnership becomes authorized to transact business in 
 17.19  this state. 
 17.20     (c) (d) The secretary of state will must revoke the 
 17.21  statement of qualification of a partnership that fails to file 
 17.22  an annual registration when due or pay the required filing fee.  
 17.23  To do so, the secretary of state shall provide the partnership 
 17.24  60 days' written notice of intent to revoke the statement.  The 
 17.25  notice must be mailed to the partnership at its chief executive 
 17.26  office set forth in the last filed statement of qualification or 
 17.27  annual registration.  The notice must specify the annual 
 17.28  registration that has not been filed, the fee that has not been 
 17.29  paid, and the effective date of the revocation.  The revocation 
 17.30  is not effective if the annual registration is filed and the fee 
 17.31  is paid before the effective date of the revocation.  The 
 17.32  secretary of state must issue a certificate of revocation which 
 17.33  must be filed in the office of the secretary of state.  The 
 17.34  secretary of state must also make available in an electronic 
 17.35  format the names of the revoked limited liability companies. 
 17.36     (d) (e) A revocation under subsection (c) (d) only affects 
 18.1   a partnership's status as a limited liability partnership and is 
 18.2   not an event of dissolution of the partnership. 
 18.3      (e) (f) A partnership whose statement of qualification has 
 18.4   been revoked may apply to the secretary of state for 
 18.5   reinstatement within one year after the effective date of the 
 18.6   revocation.  A partnership must file an annual registration to 
 18.7   apply for reinstatement and pay a reinstatement fee of $135.  
 18.8      (f) (g) A reinstatement under subsection (e) (f) relates 
 18.9   back to and takes effect as of the effective date of the 
 18.10  revocation, and the partnership's status as a limited liability 
 18.11  partnership continues as if the revocation had never occurred. 
 18.12     Sec. 14.  Minnesota Statutes 1999 Supplement, section 
 18.13  325K.05, subdivision 1, is amended to read: 
 18.14     Subdivision 1.  [LICENSE CONDITIONS.] To obtain or retain a 
 18.15  license, a certification authority must: 
 18.16     (1) be the subscriber of a certificate issued by the 
 18.17  secretary and published in a recognized repository; 
 18.18     (2) employ as operative personnel only persons who have not 
 18.19  been convicted within the past 15 years of a felony or a crime 
 18.20  involving fraud, false statement, or deception; 
 18.21     (3) employ as operative personnel only persons who have 
 18.22  demonstrated knowledge and proficiency in following the 
 18.23  requirements of this chapter; 
 18.24     (4) file with the secretary a suitable guaranty, unless the 
 18.25  certification authority is a department, office, or official of 
 18.26  a federal, state, city, or county governmental entity that is 
 18.27  self-insured; 
 18.28     (5) use a trustworthy system, including a secure means for 
 18.29  limiting access to its private key; 
 18.30     (6) present proof to the secretary of having working 
 18.31  capital reasonably sufficient, according to rules adopted by the 
 18.32  secretary, to enable the applicant to conduct business as a 
 18.33  certification authority; 
 18.34     (7) register its business organization with the secretary, 
 18.35  unless the applicant is a governmental entity or is otherwise 
 18.36  prohibited from registering; 
 19.1      (8) require a potential subscriber to appear in person 
 19.2   before the certification authority, or an agent of the 
 19.3   certification authority, to prove the subscriber's identity 
 19.4   before a certificate is issued to the subscriber; and 
 19.5      (9) comply with all further licensing requirements 
 19.6   established by rule by the secretary. 
 19.7   The secretary may, by rule, establish standards by which the 
 19.8   in-person registration required in clause (8) may be waived. 
 19.9      Sec. 15.  Minnesota Statutes 1998, section 325K.07, 
 19.10  subdivision 3, is amended to read: 
 19.11     Subd. 3.  [CIVIL PENALTY.] The secretary may by order 
 19.12  impose and collect a civil monetary penalty against a licensed 
 19.13  certification authority for a violation of this chapter in an 
 19.14  amount not to exceed $5,000 per incident, or 90 percent of the 
 19.15  recommended reliance limit of a material certificate, whichever 
 19.16  is less.  In case of a violation continuing for more than one 
 19.17  day, each day is considered a separate incident.  The secretary 
 19.18  may adopt rules setting the standards governing the 
 19.19  determination of the penalty amounts. 
 19.20     Sec. 16.  Minnesota Statutes 1998, section 325K.10, 
 19.21  subdivision 1, is amended to read: 
 19.22     Subdivision 1.  [CONDITIONS.] A licensed certification 
 19.23  authority may issue a certificate to a subscriber only after all 
 19.24  of the following conditions are satisfied: 
 19.25     (1) the certification authority has received a request for 
 19.26  issuance signed by the prospective subscriber; and 
 19.27     (2) the prospective subscriber or the prospective 
 19.28  subscriber's duly authorized agent must appear before the 
 19.29  licensed certification authority to present the request; and 
 19.30     (3) the certification authority has confirmed that: 
 19.31     (i) the prospective subscriber is the person to be listed 
 19.32  in the certificate to be issued; 
 19.33     (ii) if the prospective subscriber is acting through one or 
 19.34  more agents, the subscriber duly authorized each agent to have 
 19.35  custody of the subscriber's private key and to request issuance 
 19.36  of a certificate listing the corresponding public key; 
 20.1      (iii) the information in the certificate to be issued is 
 20.2   accurate; 
 20.3      (iv) the prospective subscriber rightfully holds the 
 20.4   private key corresponding to the public key to be listed in the 
 20.5   certificate; 
 20.6      (v) the prospective subscriber holds a private key capable 
 20.7   of creating a digital signature; 
 20.8      (vi) the public key to be listed in the certificate can be 
 20.9   used to verify a digital signature affixed by the private key 
 20.10  held by the prospective subscriber; and 
 20.11     (vii) the certificate provides information sufficient to 
 20.12  locate or identify one or more repositories in which 
 20.13  notification of the revocation or suspension of the certificate 
 20.14  will be listed if the certificate is suspended or revoked. 
 20.15     The requirements of this subdivision may not be waived or 
 20.16  disclaimed by either the licensed certification authority, the 
 20.17  subscriber, or both. 
 20.18     Sec. 17.  Minnesota Statutes 1998, section 325K.10, 
 20.19  subdivision 2, is amended to read: 
 20.20     Subd. 2.  [PUBLICATION.] If the subscriber accepts the 
 20.21  issued certificate, the licensed certification authority shall 
 20.22  publish a signed copy of the certificate in a recognized 
 20.23  repository, as the certification authority and the subscriber 
 20.24  named in the certificate may agree, unless a contract between 
 20.25  the certification authority and the subscriber provides 
 20.26  otherwise.  If the subscriber does not accept the certificate, a 
 20.27  licensed certification authority shall not publish it, or shall 
 20.28  cancel its publication if the certificate has already been 
 20.29  published. 
 20.30     Sec. 18.  Minnesota Statutes 1998, section 325K.18, 
 20.31  subdivision 3, is amended to read: 
 20.32     Subd. 3.  [QUALIFIED RIGHT TO PAYMENT.] (a) To recover a 
 20.33  qualified right to payment against a surety or issuer of a 
 20.34  suitable guaranty, the claimant must: 
 20.35     (1) file written notice of the claim with the secretary 
 20.36  issuer of the suitable guarantee stating the name and address of 
 21.1   the claimant, the amount claimed, and the grounds for the 
 21.2   qualified right to payment, and any other information required 
 21.3   by rule by the secretary; and 
 21.4      (2) append to the notice a certified copy of the judgment 
 21.5   on which the qualified right to payment is based. 
 21.6      (b) Recovery of a qualified right to payment from the 
 21.7   proceeds of the suitable guaranty is barred unless the claimant 
 21.8   substantially complies with this subdivision. 
 21.9      Sec. 19.  Minnesota Statutes 1998, section 325K.19, is 
 21.10  amended to read: 
 21.11     325K.19 [SATISFACTION OF SIGNATURE REQUIREMENTS.] 
 21.12     (a) Where a rule of law requires a signature, or provides 
 21.13  for certain consequences in the absence of a signature, that 
 21.14  rule is satisfied by a digital signature, if: 
 21.15     (1) (i) the digital signature is that of a public or local 
 21.16  official as defined in section 10A.01, subdivisions 22 and 35, 
 21.17  on government records described in section 15.17; or 
 21.18     (ii) no party affected by a digital signature objects to 
 21.19  the use of digital signatures in lieu of a signature, and the 
 21.20  objection may be evidenced by refusal to provide or accept a 
 21.21  digital signature; 
 21.22     (2) that digital signature is verified by reference to the 
 21.23  public key listed in a valid certificate issued by a licensed 
 21.24  certification authority; 
 21.25     (3) that digital signature was affixed by the signer with 
 21.26  the intention of signing the message and after the signer has 
 21.27  had an opportunity to review items being signed; and 
 21.28     (4) the recipient has no knowledge or notice that the 
 21.29  signer either: 
 21.30     (i) breached a duty as a subscriber; or 
 21.31     (ii) does not rightfully hold the private key used to affix 
 21.32  the digital signature. 
 21.33     (b) However, nothing in this chapter precludes a mark from 
 21.34  being valid as a signature under other applicable law. 
 21.35     Sec. 20.  Minnesota Statutes 1998, section 325K.23, is 
 21.36  amended to read: 
 22.1      325K.23 [CERTIFICATE AS ACKNOWLEDGMENT ACKNOWLEDGMENTS.] 
 22.2      Subdivision 1.  [CERTIFICATES.] Unless otherwise provided 
 22.3   by law or contract, a certificate issued by a licensed 
 22.4   certification authority is satisfies the requirement for an 
 22.5   acknowledgment pursuant to section 358.41 of a digital signature 
 22.6   verified by reference to the public key listed in the 
 22.7   certificate, regardless of whether words of an express 
 22.8   acknowledgment appear with the digital signature and regardless 
 22.9   of whether the signer physically appeared before the 
 22.10  certification authority when the digital signature was created, 
 22.11  if that digital signature is: 
 22.12     (1) verifiable by that certificate; and 
 22.13     (2) affixed when that certificate was valid. 
 22.14     Subd. 2.  [DIGITAL SIGNATURES.] If the digital signature is 
 22.15  used as an acknowledgment, then the certification authority is 
 22.16  responsible to the same extent as a notary up to any limit on 
 22.17  liability stated in the certification authority's certification 
 22.18  practice statement for failure to satisfy the requirements for 
 22.19  an acknowledgment.  The certification authority may not disclaim 
 22.20  or limit, other than as provided in section 325K.17, the effect 
 22.21  of this section. 
 22.22     Sec. 21.  Minnesota Statutes 1999 Supplement, section 
 22.23  336.9-411, is amended to read: 
 22.24     336.9-411 [COMPUTERIZED FILING SYSTEM.] 
 22.25     (a) The secretary of state shall develop and implement a 
 22.26  statewide computerized filing system to accumulate and 
 22.27  disseminate information relative to lien statements, financing 
 22.28  statements, state and federal tax lien notices, and other 
 22.29  Uniform Commercial Code documents.  The computerized filing 
 22.30  system must allow information to be entered and retrieved from 
 22.31  the computerized filing system by county recorders, the 
 22.32  department of revenue, the department of economic security, and 
 22.33  the Internal Revenue Service.  
 22.34     (b) County recorders shall enter information relative to 
 22.35  lien statements, financing statements, state and federal tax 
 22.36  lien notices, and other Uniform Commercial Code documents filed 
 23.1   in their offices into a central database maintained by the 
 23.2   secretary of state.  The information must be entered under the 
 23.3   rules of the secretary of state.  This requirement does not 
 23.4   apply to tax lien notices filed under sections 268.058, 
 23.5   subdivision 1, paragraph (b), clause (2); 270.69, subdivision 2, 
 23.6   paragraph (b), clause (2); and 272.488, subdivision 1, but does 
 23.7   apply to entry of the date and time of receipt and county 
 23.8   recorder's file number of those notices.  
 23.9      (c) The secretary of state may allow private parties to 
 23.10  have electronic access to the computerized filing system and to 
 23.11  other computerized records maintained by the secretary of state 
 23.12  on a fee basis, except that visual access to electronic display 
 23.13  terminals at the public counters at the secretary of state's 
 23.14  office will be without charge and available during public 
 23.15  counter hours, and access by law enforcement personnel will be 
 23.16  without charge.  If the computerized filing system allows a form 
 23.17  of electronic access to information regarding the obligations of 
 23.18  debtors, the access must be available 24 hours a day, every day 
 23.19  of the year. 
 23.20     Notwithstanding section 13.49, private parties who have 
 23.21  electronic access to computerized records may view the social 
 23.22  security number information about a debtor that is of record. 
 23.23     (d) The secretary of state shall adopt rules to implement 
 23.24  the computerized filing system.  The rules must:  
 23.25     (1) allow filings to be made at the offices of all county 
 23.26  recorders and the secretary of state's office as required by 
 23.27  section 336.9-401; 
 23.28     (2) establish a central database for all information 
 23.29  relating to liens and security interests that are filed at the 
 23.30  offices of county recorders and the secretary of state; 
 23.31     (3) provide procedures for entering data into a central 
 23.32  database; 
 23.33     (4) allow the offices of all county recorders and the 
 23.34  secretary of state's office to add, modify, and delete 
 23.35  information in the central database as required by the Uniform 
 23.36  Commercial Code; 
 24.1      (5) allow the offices of all county recorders and the 
 24.2   secretary of state's office to have access to the central 
 24.3   database for review and search capabilities; 
 24.4      (6) allow the offices of all county recorders to have 
 24.5   electronic access to the computerized business information 
 24.6   records on file with the secretary of state; 
 24.7      (7) require the secretary of state to maintain the central 
 24.8   database; 
 24.9      (8) provide security and protection of all information in 
 24.10  the central database and monitor the central database to ensure 
 24.11  that unauthorized entry is not allowed; 
 24.12     (9) require standardized information for entry into the 
 24.13  central database; 
 24.14     (10) prescribe an identification procedure for debtors and 
 24.15  secured parties that will enhance lien and financing statement 
 24.16  searches; and 
 24.17     (11) prescribe a procedure for phasing-in or converting 
 24.18  from the existing filing system to a computerized filing system. 
 24.19     (e) The secretary of state, county recorders, and their 
 24.20  employees and agents shall not be liable for any loss or damages 
 24.21  arising from errors in or omissions from information entered 
 24.22  into the computerized filing system as a result of the 
 24.23  electronic transmission of tax lien notices under sections 
 24.24  268.058, subdivision 1, paragraph (b), clause (2); 270.69, 
 24.25  subdivision 2, paragraph (b), clause (2); 272.483; and 272.488, 
 24.26  subdivisions 1 and 3. 
 24.27     Sec. 22.  [REPEALER.] 
 24.28     Minnesota Statutes 1998, sections 303.07, subdivision 2; 
 24.29  303.14, subdivisions 3, 4, and 5; and 322B.960, subdivision 3, 
 24.30  are repealed.