SF 2328

2nd Engrossment - 89th Legislature (2015 - 2016) Posted on 05/11/2016 08:32am

A bill for an act
relating to civil law; modifying certain probate provisions; updating references
throughout Minnesota Statutes to include limited liability companies under
the Minnesota Revised Uniform Limited Liability Company Act; clarifying
certain fees; making other clarifying changes; clarifying certain provisions for
receiverships and assignments for the benefit of creditors; providing for a short
form of assignment for recording with a deed to transfer real property; amending
Minnesota Statutes 2014, sections 5.001, subdivision 2; 5.25, subdivisions 1,
3; 115D.03, subdivision 6a; 116J.395, subdivision 3; 211B.15, subdivision 1;
216B.1612, subdivision 2; 302A.651, subdivision 4; 308B.005, subdivision 18;
319B.02, subdivisions 10, 12; 322C.0201, subdivision 4; 322C.0205, subdivision
1; 322C.0208; 322C.1011, subdivisions 1, 2; 484.73, subdivision 2; 524.1-201;
524.2-102; 524.2-202; 524.2-301; 524.2-403; 524.2-404; 524.2-606; 524.3-406;
524.3-1201; 524.3-1203, subdivision 5; 559.17, subdivision 2; 576.22; 576.29,
subdivision 1; 576.30; 576.45, subdivision 3; 576.47; 577.12; 577.15; Minnesota
Statutes 2015 Supplement, sections 5.25, subdivision 5; 124E.05, subdivision 1;
302A.471, subdivision 1; 322C.0105, subdivision 1a; 322C.0407, subdivision 4;
322C.1007, subdivision 1; proposing coding for new law in Minnesota Statutes,
chapter 524.

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

ARTICLE 1

PROBATE

Section 1.

Minnesota Statutes 2014, section 484.73, subdivision 2, is amended to read:

Subd. 2.

Exclusions.

Judicial arbitration may not be used to dispose of matters
relating to deleted text begin guardianship, conservatorship, or deleted text end civil commitment, matters within the juvenile
court jurisdiction involving children in need of protection or services or delinquency,
matters involving termination of parental rights under sections 260C.301 to 260C.328, or
matters arising under sections 518B.01, 626.557, or 144.651 to 144.652.

Sec. 2.

Minnesota Statutes 2014, section 524.1-201, is amended to read:

524.1-201 GENERAL DEFINITIONS.

Subject to additional definitions contained in the subsequent articles which are
applicable to specific articles or parts, and unless the context otherwise requires, in
chapters 524 and 525:

(1) "Adoptee" means an individual who is adopted.

(2) "Application" means a written request to the registrar for an order of informal
probate or appointment under article III, part 3.

(3) "Assisted reproduction" means a method of causing pregnancy other than sexual
intercourse.

(4) "Beneficiary," as it relates to trust beneficiaries, includes a person who has any
present or future interest, vested or contingent, and also includes the owner of an interest
by assignment or other transfer and as it relates to a charitable trust, includes any person
entitled to enforce the trust.

(5) "Birth mother" means a woman who gives birth to a child, including a woman
who is the child's genetic mother and including a woman who gives birth to a child of
assisted reproduction. "Birth mother" does not include a woman who gives birth pursuant
to a gestational agreement.

(6) "Child" includes any individual entitled to take as a child under law by intestate
succession from the parent whose relationship is involved and excludes any person who is
only a stepchild, a foster child, a grandchild or any more remote descendant.

(7) "Child of assisted reproduction" means a child conceived by means of assisted
reproduction by a woman other than a child conceived pursuant to a gestational agreement.

(8) "Claims" includes liabilities of the decedent whether arising in contract or
otherwise and liabilities of the estate which arise after the death of the decedent including
funeral expenses and expenses of administration. The term does not include taxes, demands
or disputes regarding title of a decedent to specific assets alleged to be included in the
estate, tort claims, foreclosure of mechanic's liens, or to actions pursuant to section 573.02.

(9) "Court" means the court or branch having jurisdiction in matters relating to the
affairs of decedents. This court in this state is known as the district court.

(10) "Conservator" means a person who is appointed by a court to manage the
estate of a protected person.

(11) "Descendant" of an individual means all of the individual's descendants of all
generations, with the relationship of parent and child at each generation being determined
by the definition of child and parent contained in this section.

(12) "Devise," when used as a noun, means a testamentary disposition of real or
personal property and when used as a verb, means to dispose of real or personal property
by will.

(13) "Devisee" means any person designated in a will to receive a devise. In the case
of a devise to an existing trust or trustee, or to a trustee on trust described by will, the trust
or trustee is the devisee and the beneficiaries are not devisees.

(14) "Disability" means cause for appointment of a conservator as described in
section 524.5-401, or a protective order as described in section 524.5-412.

(15) "Distributee" means any person who has received or who will receive property
of a decedent from the decedent's personal representative other than as a creditor or
purchaser. A testamentary trustee is a distributee with respect to property which the trustee
has received from a personal representative only to the extent of distributed assets or their
increment remaining in the trustee's hands. A beneficiary of a testamentary trust to whom
the trustee has distributed property received from a personal representative is a distributee
of the personal representative. For purposes of this provision, "testamentary trustee"
includes a trustee to whom assets are transferred by will, to the extent of the devised assets.

(16) "Divorce" includes an annulment, dissolution, and declaration of invalidity of
marriage.

(17) "Estate" includes all of the property of the decedent, trust, or other person
whose affairs are subject to this chapter as originally constituted and as it exists from
time to time during administration.

(18) "Fiduciary" includes personal representative, guardian, conservator and trustee.

(19) "Foreign personal representative" means a personal representative of another
jurisdiction.

(20) "Formal proceedings" means those conducted before a judge with notice to
interested persons.

(21) "Functioned as a parent of the child" means behaving toward a child in a manner
consistent with being the child's parent and performing functions that are customarily
performed by a parent, including fulfilling parental responsibilities toward the child,
recognizing or holding out the child as the individual's child, materially participating in
the child's upbringing, and residing with the child in the same household as a regular
member of that household.

(22) "Genetic father" means the man whose sperm fertilized the egg of a child's
genetic mother. If the father-child relationship is established under the presumption
of paternity under chapter 257, "genetic father" means only the man for whom that
relationship is established.

(23) "Genetic mother" means the woman whose egg was fertilized by the sperm
of a child's genetic father.

(24) "Genetic parent" means a child's genetic father or genetic mother.

(25) "Gestational agreement" means an agreement for assisted reproduction in which
a woman agrees to carry a child to birth for an intended parent or intended parents.

new text begin (26) "Governing instrument" means a deed; will; trust; insurance or annuity policy;
account with POD designation; security registered in beneficiary form (TOD); transfer on
death (TOD) deed; pension, profit-sharing, retirement, or similar benefit plan; instrument
creating or exercising a power of appointment or a power of attorney; or a dispositive,
appointive, or nominative instrument of any similar type.
new text end

deleted text begin (26) deleted text end new text begin (27) new text end "Guardian" means a person who has qualified as a guardian of a minor
or incapacitated person pursuant to testamentary or court appointment, but excludes one
who is merely a guardian ad litem.

deleted text begin (27) deleted text end new text begin (28) new text end "Heirs" means those persons, including the surviving spouse, who are
entitled under the statutes of intestate succession to the property of a decedent.

deleted text begin (28) deleted text end new text begin (29) new text end "Incapacitated person" is as described in section 524.5-102, subdivision 6,
other than a minor.

deleted text begin (29) deleted text end new text begin (30) new text end "Incapacity" when used in sections 524.2-114 to 524.2-120 means the
inability of an individual to function as a parent of a child because of the individual's
physical or mental condition.

deleted text begin (30) deleted text end new text begin (31) new text end "Informal proceedings" means those conducted by the judge, the registrar,
or the person or persons designated by the judge for probate of a will or appointment of a
personal representative in accordance with sections 524.3-301 to 524.3-311.

deleted text begin (31) deleted text end new text begin (32) new text end "Intended parent" means an individual who entered into a gestational
agreement providing that the individual will be the parent of a child born to a woman by
means of assisted reproduction, including an individual who has a genetic relationship
with the child.

deleted text begin (32) deleted text end new text begin (33) new text end "Interested person" includes heirs, devisees, children, spouses, creditors,
beneficiaries and any others having a property right in or claim against the estate of a
decedent, ward or protected person which may be affected by the proceeding. It also
includes persons having priority for appointment as personal representative, and other
fiduciaries representing interested persons. The meaning as it relates to particular persons
may vary from time to time and must be determined according to the particular purposes
of, and matter involved in, any proceeding.

deleted text begin (33) deleted text end new text begin (34) new text end "Lease" includes an oil, gas, or other mineral lease.

deleted text begin (34) deleted text end new text begin (35) new text end "Letters" includes letters testamentary, letters of guardianship, letters of
administration, and letters of conservatorship.

deleted text begin (35) deleted text end new text begin (36) new text end "Mortgage" means any conveyance, agreement or arrangement in which
property is used as security.

deleted text begin (36) deleted text end new text begin (37) new text end "Nonresident decedent" means a decedent who was domiciled in another
jurisdiction at the time of death.

deleted text begin (37) deleted text end new text begin (38) new text end "Organization" includes a corporation, government or governmental
subdivision or agency, business trust, estate, trust, partnership or association, two or more
persons having a joint or common interest, or any other legal entity.

deleted text begin (38) deleted text end new text begin (39) new text end "Person" means an individual, a corporation, an organization, or other
legal entity.

deleted text begin (39) deleted text end new text begin (40) new text end "Personal representative" includes executor, administrator, successor
personal representative, special administrator, and persons who perform substantially the
same function under the law governing their status. "General personal representative"
excludes special administrator.

deleted text begin (40) deleted text end new text begin (41) new text end "Petition" means a written request to the court for an order after notice.

deleted text begin (41) deleted text end new text begin (42) new text end "Proceeding" includes action at law and suit in equity.

deleted text begin (42) deleted text end new text begin (43) new text end "Property" includes both real and personal property or any interest therein
and means anything that may be the subject of ownership.

deleted text begin (43) deleted text end new text begin (44) new text end "Protected person" is as described in section 524.5-102, subdivision 14.

deleted text begin (44) deleted text end new text begin (45) new text end "Registrar" refers to the judge of the court or the person designated by the
court to perform the functions of registrar as provided in section 524.1-307.

deleted text begin (45) deleted text end new text begin (46) new text end "Relative" means a grandparent or a descendant of a grandparent.

deleted text begin (46) deleted text end new text begin (47) new text end "Security" includes any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in an oil, gas or mining
title or lease or in payments out of production under such a title or lease, collateral
trust certificate, transferable share, voting trust certificate or, in general, any interest or
instrument commonly known as a security, or any certificate of interest or participation,
any temporary or interim certificate, receipt or certificate of deposit for, or any warrant
or right to subscribe to or purchase, any of the foregoing.

deleted text begin (47) deleted text end new text begin (48) new text end "Settlement," in reference to a decedent's estate, includes the full process
of administration, distribution and closing.

deleted text begin (48) deleted text end new text begin (49) new text end "Special administrator" means a personal representative as described by
sections 524.3-614 to 524.3-618.

deleted text begin (49) deleted text end new text begin (50) new text end "State" includes any state of the United States, the District of Columbia, the
Commonwealth of Puerto Rico, and any territory or possession subject to the legislative
authority of the United States.

deleted text begin (50) deleted text end new text begin (51) new text end "Successor personal representative" means a personal representative,
other than a special administrator, who is appointed to succeed a previously appointed
personal representative.

deleted text begin (51) deleted text end new text begin (52) new text end "Successors" means those persons, other than creditors, who are entitled to
property of a decedent under the decedent's will, this chapter or chapter 525. "Successors"
also means a funeral director or county government that provides the funeral and burial of
the decedent, or a state or county agency with a claim authorized under section 256B.15.

deleted text begin (52) deleted text end new text begin (53) new text end "Supervised administration" refers to the proceedings described in sections
524.3-501 to 524.3-505.

deleted text begin (53) deleted text end new text begin (54) new text end "Testacy proceeding" means a proceeding to establish a will or determine
intestacy.

deleted text begin (54) deleted text end new text begin (55) new text end "Third-party donor" means an individual who produces eggs or sperm used
for assisted reproduction, whether or not for consideration. The term does not include:

(i) a husband who provides sperm, or a wife who provides eggs, that are used for
assisted reproduction by the wife;

(ii) the birth mother of a child of assisted reproduction; or

(iii) a man who has been determined under section 524.2-120, subdivision 4 or 5, to
have a parent-child relationship with a child of assisted reproduction.

deleted text begin (55) deleted text end new text begin (56) new text end "Trust" includes any express trust, private or charitable, with additions
thereto, wherever and however created. It also includes a trust created or determined
by judgment or decree under which the trust is to be administered in the manner of an
express trust. "Trust" excludes other constructive trusts, and it excludes resulting trusts,
conservatorships, personal representatives, trust accounts as defined in chapter 528,
custodial arrangements pursuant to sections 149A.97, 318.01 to 318.06, 527.21 to 527.44,
business trusts providing for certificates to be issued to beneficiaries, common trust funds,
voting trusts, security arrangements, liquidation trusts, and trusts for the primary purpose
of paying debts, dividends, interest, salaries, wages, profits, pensions, or employee benefits
of any kind, and any arrangement under which a person is nominee or escrowee for another.

deleted text begin (56) deleted text end new text begin (57) new text end "Trustee" includes an original, additional, or successor trustee, whether
or not appointed or confirmed by court.

deleted text begin (57) deleted text end new text begin (58) new text end "Ward" is as described in section 524.5-102, subdivision 17.

deleted text begin (58) deleted text end new text begin (59) new text end "Will" includes codicil and any testamentary instrument which merely
appoints an executor or revokes or revises another will.

Sec. 3.

Minnesota Statutes 2014, section 524.2-102, is amended to read:

524.2-102 SHARE OF THE SPOUSE.

The intestate share of a decedent's surviving spouse is:

(1) the entire intestate estate if:

(i) no descendant of the decedent survives the decedent; or

(ii) all of the decedent's surviving descendants are also descendants of the surviving
spouse and there is no other descendant of the surviving spouse who survives the decedent;

(2) the first deleted text begin $150,000 deleted text end new text begin $225,000 new text end , plus one-half of any balance of the intestate estate,
if all of the decedent's surviving descendants are also descendants of the surviving
spouse and the surviving spouse has one or more surviving descendants who are not
descendants of the decedent, or if one or more of the decedent's surviving descendants are
not descendants of the surviving spouse.

Sec. 4.

Minnesota Statutes 2014, section 524.2-202, is amended to read:

524.2-202 ELECTIVE SHARE.

(a) Elective share amount. The surviving spouse of a decedent who dies domiciled
in this state has a right of election, under the limitations and conditions stated in this part,
to take an elective-share amount equal to the value of the elective-share percentage of the
augmented estate, determined by the length of time the spouse and the decedent were
married to each other, in accordance with the following schedule:

	If the decedent and the spouse were married to each other:		The elective-share percentage is:
	Less than one year		Supplemental amount only
	One year but less than two years		Three percent of the augmented estate
	Two years but less than three years		Six percent of the augmented estate
	Three years but less than four years		Nine percent of the augmented estate
	Four years but less than five years		12 percent of the augmented estate
	Five years but less than six years		15 percent of the augmented estate
	Six years but less than seven years		18 percent of the augmented estate
	Seven years but less than eight years		21 percent of the augmented estate
	Eight years but less than nine years		24 percent of the augmented estate
	Nine years but less than ten years		27 percent of the augmented estate
	Ten years but less than 11 years		30 percent of the augmented estate
	11 years but less than 12 years		34 percent of the augmented estate
	12 years but less than 13 years		38 percent of the augmented estate
	13 years but less than 14 years		42 percent of the augmented estate
	14 years but less than 15 years		46 percent of the augmented estate
	15 years or more		50 percent of the augmented estate

(b) Supplemental elective-share amount. If the sum of the amounts described in
sections 524.2-207, 524.2-209, paragraph (a), clause (1), and that part of the elective-share
amount payable from the decedent's probate estate and nonprobate transfers to others
under section 524.2-209, paragraphs (b) and (c), is less than deleted text begin $50,000 deleted text end new text begin $75,000 new text end , the
surviving spouse is entitled to a supplemental elective-share amount equal to deleted text begin $50,000
deleted text end new text begin $75,000 new text end , minus the sum of the amounts described in those sections. The supplemental
elective-share amount is payable from the decedent's probate estate and from recipients of
the decedent's nonprobate transfers to others in the order of priority set forth in section
524.2-209, paragraphs (b) and (c).

(c) Effect of election on statutory benefits. If the right of election is exercised by
or on behalf of the surviving spouse, the surviving spouse's homestead rights and other
allowances under sections 524.2-402, 524.2-403 and 524.2-404, if any, are not charged
against but are in addition to the elective-share and supplemental elective-share amounts.

(d) Nondomiciliary. The right, if any, of the surviving spouse of a decedent who
dies domiciled outside this state to take an elective share in property in this state is
governed by the law of the decedent's domicile at death.

Sec. 5.

Minnesota Statutes 2014, section 524.2-301, is amended to read:

524.2-301 ENTITLEMENT OF SPOUSE; PREMARITAL WILL.

(a) If a testator married after making a will and the spouse survives the testator, the
surviving spouse shall receive a share of the estate of the testator equal in value to that
which the surviving spouse would have received if the testator had died intestate, unless:

(1) provision has been made for, or waived by, the spouse by prenuptial or
postnuptial agreement;

(2) the will new text begin or other written evidence new text end discloses an intention not to make provision
for the spouse; deleted text begin or
deleted text end

(3) the deleted text begin spouse is provided for deleted text end new text begin person, who was the surviving spouse at death, was
designated as a devisee, or is the beneficiary of a trust referenced, new text end in the will deleted text begin . deleted text end new text begin ; or
new text end

new text begin (4) the testator provided for the spouse by transfer outside the will and the intent
that the transfer be in lieu of a testamentary provision is shown by the testator's written
statements or may be reasonably inferred from the amount of the transfer or other evidence.
new text end

(b) In satisfying the share provided by this section, devises made by the will other
than a devise to a child of the testator who was born before the testator married the
surviving spouse and who is not a child of the surviving spouse or a devise or substitute
gift under section 524.2-603 or 524.2-604 to a descendant of such a child, abate first as
otherwise provided in section 524.3-902.

Sec. 6.

Minnesota Statutes 2014, section 524.2-403, is amended to read:

524.2-403 EXEMPT PROPERTY.

(a) If there is a surviving spouse, then, in addition to the homestead and family
allowance, the surviving spouse is entitled from the estate to:

(1) property not exceeding deleted text begin $10,000 deleted text end new text begin $15,000 new text end in value in excess of any security
interests therein, in household furniture, furnishings, appliances, and personal effects,
subject to an award of sentimental value property under section 525.152; and

(2) one automobile, if any, without regard to value.

(b) If there is no surviving spouse, the decedent's children are entitled jointly to
the same property as provided in paragraph (a), except that where it appears from the
decedent's will a child was omitted intentionally, the child is not entitled to the rights
conferred by this section.

(c) If encumbered chattels are selected and the value in excess of security interests,
plus that of other exempt property, is less than deleted text begin $10,000 deleted text end new text begin $15,000 new text end , or if there is not deleted text begin $10,000
deleted text end new text begin $15,000 new text end worth of exempt property in the estate, the surviving spouse or children are
entitled to other personal property of the estate, if any, to the extent necessary to make up
the deleted text begin $10,000 deleted text end new text begin $15,000 new text end value.

(d) Rights to exempt property and assets needed to make up a deficiency of exempt
property have priority over all claims against the estate, but the right to any assets to
make up a deficiency of exempt property abates as necessary to permit earlier payment
of the family allowance.

(e) The rights granted by this section are in addition to any benefit or share passing
to the surviving spouse or children by the decedent's will, unless otherwise provided, by
intestate succession or by way of elective share.

(f) No rights granted to a decedent's adult children under this section shall have
precedence over a claim under section 246.53, 256B.15, 256D.16, 261.04, or 524.3-805,
paragraph (a), clause (1), (2), or (3).

Sec. 7.

Minnesota Statutes 2014, section 524.2-404, is amended to read:

524.2-404 FAMILY ALLOWANCE.

(a) In addition to the right to the homestead and exempt property, the decedent's
surviving spouse and minor children whom the decedent was obligated to support, and
children who were in fact being supported by the decedent, shall be allowed a reasonable
family allowance in money out of the estate for their maintenance as follows:

(1) for one year if the estate is inadequate to discharge allowed claims; or

(2) for 18 months if the estate is adequate to discharge allowed claims.

(b) The amount of the family allowance may be determined by the personal
representative in an amount not to exceed deleted text begin $1,500 deleted text end new text begin $2,300 new text end per month.

(c) The family allowance is payable to the surviving spouse, if living; otherwise to
the children, their guardian or conservator, or persons having their care and custody.

(d) The family allowance is exempt from and has priority over all claims.

(e) The family allowance is not chargeable against any benefit or share passing to
the surviving spouse or children by the will of the decedent unless otherwise provided, by
intestate succession or by way of elective share. The death of any person entitled to family
allowance does not terminate the right of that person to the allowance.

(f) The personal representative or an interested person aggrieved by any
determination, payment, proposed payment, or failure to act under this section may
petition the court for appropriate relief, which may include a family allowance other than
that which the personal representative determined or could have determined.

Sec. 8.

Minnesota Statutes 2014, section 524.2-606, is amended to read:

524.2-606 NONADEMPTION OF SPECIFIC DEVISES; UNPAID PROCEEDS
OF SALE, CONDEMNATION, OR INSURANCE; SALE BY CONSERVATOR
OR GUARDIAN.

(a) A specific devisee has a right to the specifically devised property in the testator's
estate at death and:

(1) any balance of the purchase price, together with any security agreement, owing
from a purchaser to the testator at death by reason of sale of the property;

(2) any amount of a condemnation award for the taking of the property unpaid
at death;

(3) any proceeds unpaid at death on fire or casualty insurance on or other recovery
for injury to the property; and

(4) property owned by the testator at death and acquired as a result of foreclosure, or
obtained in lieu of foreclosure, of the security interest for a specifically devised obligation.

(b) If specifically devised property is sold or mortgaged by a conservator or
guardian deleted text begin or deleted text end new text begin , new text end by an agent acting within the authority of a durable power of attorney for
an incapacitated principal, new text begin or by the trustee of a revocable trust during the period of the
settlor's incapacity, new text end or if a condemnation award, insurance proceeds, or recovery for injury
to the property are paid to a conservator or guardian deleted text begin or deleted text end new text begin , new text end to an agent acting within the
authority of a durable power of attorney for an incapacitated principal, new text begin or to the trustee of
a revocable trust during the period of the settlor's incapacity, new text end the specific devisee has the
right to a general pecuniary devise equal to the net sale price, the amount of the unpaid
loan, the condemnation award, the insurance proceeds, or the recovery.

(c) The right of a specific devisee under paragraph (b) is reduced by any right the
devisee has under paragraph (a).

(d) For the purposes of the references in paragraph (b) to a conservator or guardian
or an agent acting within the authority of a durable power of attorney new text begin or a trustee of a
revocable trust during the period of the settlor's incapacity new text end , paragraph (b) does not apply if
after the sale, mortgage, condemnation, casualty, or recovery;

(1) in the case of a conservator or guardian, it was adjudicated that the testator's
incapacity ceased and the testator survived the adjudication by one year; deleted text begin or
deleted text end

(2) in the case of an agent acting within the authority of a durable power of attorney,
the testator's incapacity ceased and the testator survived for one year after the incapacity
ceased deleted text begin . deleted text end new text begin ; or
new text end

new text begin (3) in the case of a trustee, the settlor's incapacity ceased and the settlor survived
for one year after the incapacity ceased.
new text end

new text begin (e) For the purposes of the references in paragraph (b) to the trustee of a revocable
trust during the period of the settlor's incapacity, paragraph (b) does not apply to a specific
devise contained in a will if:
new text end

new text begin (1) the revocable trust provides for the transfer, devise, or distribution of all trust
assets held as of the death of the settlor to persons or entities other than the settlor's
estate; and
new text end

new text begin (2) the initial transfer of devised property into the trust occurred prior to the settlor's
incapacity.
new text end

deleted text begin (e) deleted text end new text begin (f) new text end For the purposes of the references in paragraph (b) to an agent acting within
the authority of a durable power of attorney for an incapacitated principal new text begin or the trustee of
a revocable trust during the period of the settlor's incapacity new text end , (i) "incapacitated principal"
means a principal who is an incapacitated person as defined in section 524.5-102,
subdivision 6, new text begin and the "period of the settlor's incapacity" means a period when the settlor
of a revocable trust is an incapacitated person as defined by the trust instrument, or, if the
trust instrument is silent, as defined in section 524.5-102, subdivision 6, new text end and (ii) a finding
of the principal's new text begin or settlor's new text end incapacity need not occur during the principal's new text begin or settlor's new text end life.

Sec. 9.

new text begin [524.2-805] REFORMATION TO CORRECT MISTAKES.
new text end

new text begin The court may reform the terms of a governing instrument, even if unambiguous,
to conform the terms to the transferor's intention, if it is proved by clear and convincing
evidence what the transferor's intention was and that the terms of the governing instrument
were affected by a mistake of a fact or law, whether in expression or inducement.
new text end

Sec. 10.

new text begin [524.2-806] MODIFICATION TO ACHIEVE TRANSFEROR'S TAX
OBJECTIVES.
new text end

new text begin (a) In order to achieve tax objectives that are clearly provided for in the transferor's
will, the court may modify the terms of a governing instrument in a manner that is not
contrary to the transferor's probable intention for any of the following purposes:
new text end

new text begin (1) to ensure that the governing instrument correctly creates an interest in which a
surviving spouse has a qualifying income interest with respect to which an election has
been or will be made in whole or in part under section 2056(b)(7), 2056A, or 2523(f) of
the Internal Revenue Code;
new text end

new text begin (2) to ensure that the governing instrument correctly creates an interest that will
qualify for the marital deduction under section 2056 or 2056A of the Internal Revenue
Code, by election or otherwise;
new text end

new text begin (3) to ensure that the governing instrument correctly creates an interest that will
qualify for the charitable deduction under section 2055, 2522, or 642(c) of the Internal
Revenue Code;
new text end

new text begin (4) to ensure that the governing instrument correctly creates an interest that is to be
excepted, excluded, or exempt from or under chapter 13 of the Internal Revenue Code
pertaining to generation-skipping transfers; or
new text end

new text begin (5) to ensure that the governing instrument correctly creates an interest in a trust
that satisfies the criteria for qualified subchapter S trusts under section 1361(d) of the
Internal Revenue Code.
new text end

new text begin (b) The court may provide that a modification under paragraph (a) has retroactive
effect.
new text end

Sec. 11.

Minnesota Statutes 2014, section 524.3-406, is amended to read:

524.3-406 FORMAL TESTACY PROCEEDINGS; CONTESTED CASES;
TESTIMONY OF ATTESTING WITNESSES.

(a) If evidence concerning execution of an attested will which is not self-proved is
necessary in contested cases, the testimony of at least one of the attesting witnesses, if
within the state competent and able to testify, is required. Due execution of a will may be
proved by other evidence new text begin , including an affidavit of an attesting witness. An attestation
clause that is signed by the attesting witnesses raises a rebuttable presumption that the
events recited in the clause occurred new text end .

(b) If the will is self-proved, compliance with signature requirements for execution
is conclusively presumed and other requirements of execution are presumed subject to
rebuttal without the testimony of any witness upon filing the will and the acknowledgment
and affidavits annexed or attached thereto, unless there is proof of fraud or forgery
affecting the acknowledgment or affidavit.

Sec. 12.

Minnesota Statutes 2014, section 524.3-1201, is amended to read:

524.3-1201 COLLECTION OF PERSONAL PROPERTY BY AFFIDAVIT.

(a) Thirty days after the death of a decedent, (i) any person indebted to the
decedent, (ii) any person having possession of tangible personal property or an instrument
evidencing a debt, obligation, stock, or chose in action belonging to the decedent, or (iii)
any safe deposit company, as defined in section 55.01, controlling the right of access to
decedent's safe deposit box shall make payment of the indebtedness or deliver the tangible
personal property or an instrument evidencing a debt, obligation, stock, or chose in
action or deliver the entire contents of the safe deposit box to a person claiming to be the
successor of the decedent, or a state or county agency with a claim authorized by section
256B.15, upon being presented a certified death record of the decedent and an affidavit
made by or on behalf of the successor stating that:

(1) the value of the entire probate estate, determined as of the date of death,
wherever located, including specifically any contents of a safe deposit box, less liens and
encumbrances, does not exceed deleted text begin $50,000 deleted text end new text begin $75,000 new text end ;

(2) 30 days have elapsed since the death of the decedent or, in the event the property
to be delivered is the contents of a safe deposit box, 30 days have elapsed since the filing
of an inventory of the contents of the box pursuant to section 55.10, paragraph (h);

(3) no application or petition for the appointment of a personal representative is
pending or has been granted in any jurisdiction;

(4) if presented, by a state or county agency with a claim authorized by section
256B.15, to a financial institution with a multiple-party account in which the decedent
had an interest at the time of death, the amount of the affiant's claim and a good faith
estimate of the extent to which the decedent was the source of funds or beneficial owner
of the account; and

(5) the claiming successor is entitled to payment or delivery of the property.

(b) A transfer agent of any security shall change the registered ownership on
the books of a corporation from the decedent to the successor or successors upon the
presentation of an affidavit as provided in subsection (a).

(c) The claiming successor or state or county agency shall disburse the proceeds
collected under this section to any person with a superior claim under section 524.2-403
or 524.3-805.

(d) A motor vehicle registrar shall issue a new certificate of title in the name of the
successor upon the presentation of an affidavit as provided in subsection (a).

(e) The person controlling access to decedent's safe deposit box need not open the
box or deliver the contents of the box if:

(1) the person has received notice of a written or oral objection from any person or
has reason to believe that there would be an objection; or

(2) the lessee's key or combination is not available.

Sec. 13.

Minnesota Statutes 2014, section 524.3-1203, subdivision 5, is amended to
read:

Subd. 5.

Exhaustion of estate.

In any summary, special, or other administration
in which it appears that the estate will not be exhausted in payment of the priority items
enumerated in subdivisions 1 to 4, the estate may nevertheless be summarily closed
without further notice, and the property assigned to the proper persons, if the gross probate
estate, exclusive of any exempt homestead as defined in section 524.2-402, and any
exempt property as defined in section 524.2-403, does not exceed the value of deleted text begin $100,000
deleted text end new text begin $150,000 new text end . If the closing and distribution of assets is made pursuant to the terms of a
will, no decree shall issue until a hearing has been held for formal probate of the will as
provided in sections 524.3-401 to 524.3-413.

No summary closing of an estate shall be made to any distributee under this
subdivision, unless a showing is made by the personal representative or the petitioner, that
all property selected by and allowances to the spouse and children as provided in section
524.2-403 and the expenses and claims provided in section 524.3-805 have been paid,
and provided, further, that a bond shall be filed by the personal representative or the
petitioner, conditioned upon the fact that all such obligations have been paid and that all
the facts shown on the petition are true, with sufficient surety approved by the court in
an amount as may be fixed by the court to cover potential improper distributions. If a
personal representative is appointed, the representative's bond shall be sufficient for such
purpose unless an additional bond is ordered, and the sureties on the bond shall have the
same obligations and liabilities as provided for sureties on a distribution bond.

In the event that an improper distribution or disbursement is made in a summary
closing, in that not all of said obligations have been paid or that other facts as shown by
the personal representative or the petitioner, are not true, resulting in damage to any
party, the court may vacate its summary decree or closing order, and the petitioner or
the personal representative, together with the surety, shall be liable for damages to any
party determined to be injured thereby as herein provided. The personal representative,
petitioner, or the surety, may seek reimbursement for damages so paid or incurred from
any distributee or recipient of assets under summary decree or order, who shall be required
to make a contribution to cover such damages upon a pro rata basis or as may be equitable
to the extent of assets so received. The court is hereby granted complete and plenary
jurisdiction of any and all such proceedings and may enter such orders and judgments as
may be required to effectuate the purposes of this subdivision.

Any judgment rendered for damages or the recovery of assets in such proceedings
shall be upon petition and only after hearing held thereon on 14 days' notice of hearing and
a copy of petition served personally upon the personal representative and the surety and
upon any distributee or recipient of assets where applicable. Any action for the recovery
of money or damages under this subdivision is subject to the time and other limitations
imposed by section 524.1-304.

ARTICLE 2

BUSINESS ORGANIZATIONS

Section 1.

Minnesota Statutes 2014, section 5.001, subdivision 2, is amended to read:

Subd. 2.

Business entity.

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

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 2.

Minnesota Statutes 2014, section 5.25, subdivision 1, is amended to read:

Subdivision 1.

Who may be served.

A process, notice, or demand required or
permitted by law to be served upon an entity governed by chapter 221, 302A, 303, 317A,
321, 322B, new text begin 322C, new text end 323A, 330, 540, or 543 may be served on: (1) the registered agent, if
any; (2) if no agent has been appointed then on an officer, manager, or general partner
of the entity; or (3) if no agent, officer, manager, or general partner can be found at the
address on file with the secretary of state, the secretary of state as provided in this section.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 3.

Minnesota Statutes 2014, section 5.25, subdivision 3, is amended to read:

Subd. 3.

Service on certain business entities; auctioneers.

When service of
process is to be made on the secretary of state for entities governed by chapter 302A,
317A, 321, 322B, new text begin 322C, new text end 323, 330, or 543, the procedure in this subdivision applies.
Service must be made by filing with the secretary of state one copy of the process, notice,
or demand along with payment of a $35 fee.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 4.

Minnesota Statutes 2015 Supplement, section 5.25, subdivision 5, is amended
to read:

Subd. 5.

Service on dissolved, withdrawn, or revoked business entity.

(a)
Process, notice, or demand may be served on a dissolved, withdrawn, or revoked business
entity that was governed by chapter 302A, 303, 317A, 321, 322B, new text begin 322C, new text end or 323A as
provided in this subdivision. The court shall determine if service is proper.

(b) If a business entity has voluntarily dissolved or has withdrawn its request for
authority to transact business in this state, or a court has entered a decree of dissolution or
revocation of authority to do business, service must be made according to subdivision 3
or 4, so long as claims are not barred under the provisions of the chapter that governed
the business entity.

(c) If a business entity has been involuntarily dissolved or its authority to transact
business in this state has been revoked, service must be made according to subdivision 3
or 4.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 5.

Minnesota Statutes 2014, section 115D.03, subdivision 6a, is amended to read:

Subd. 6a.

Officer of the company.

"Officer of the company" means one of the
following:

(1) an owner or sole proprietor;

(2) a partner;

(3) for a corporation incorporated under chapter 300, the president, secretary,
treasurer, or other officer as provided for in the corporation's bylaws or certificate of
incorporation;

(4) for a corporation incorporated under chapter 302A, an individual exercising
the functions of the chief executive officer or the chief financial officer under section
302A.305 or another officer elected or appointed by the directors of the corporation under
section 302A.311;

(5) for a corporation incorporated outside this state, an officer of the company as
defined by the laws of the state in which the corporation is incorporated; deleted text begin or
deleted text end

(6) for a limited liability company organized under chapter 322B, the chief manager
or treasurer deleted text begin . deleted text end new text begin ; or
new text end

new text begin (7) for a limited liability company organized under chapter 322C, a member of a
member-managed company, a manager of a manager-managed company, or any other
officer provided for in the limited liability company's operating agreement.
new text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 6.

Minnesota Statutes 2014, section 116J.395, subdivision 3, is amended to read:

Subd. 3.

Eligible applicants.

Eligible applicants for grants awarded under this
section include:

(1) an incorporated business or a partnership;

(2) a political subdivision;

(3) an Indian tribe;

(4) a Minnesota nonprofit organization organized under chapter 317A;

(5) a Minnesota cooperative association organized under chapter 308A or 308B; and

(6) a Minnesota limited liability corporation organized under chapter 322B new text begin or 322C
new text end for the purpose of expanding broadband access.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 7.

Minnesota Statutes 2015 Supplement, section 124E.05, subdivision 1, is
amended to read:

Subdivision 1.

Eligible authorizers.

The following organizations may authorize
one or more charter schools:

(1) a school board, intermediate school district school board, or education district
organized under sections 123A.15 to 123A.19;

(2) a charitable organization under section 501(c)(3) of the Internal Revenue Code
of 1986, excluding a nonpublic sectarian or religious institution; any person other than a
natural person that directly or indirectly, through one or more intermediaries, controls,
is controlled by, or is under common control with the nonpublic sectarian or religious
institution; and any other charitable organization under this clause that in the federal IRS
Form 1023, Part IV, describes activities indicating a religious purpose, that:

(i) is a member of the Minnesota Council of Nonprofits or the Minnesota Council on
Foundations;

(ii) is registered with the attorney general's office; and

(iii) is incorporated in the state of Minnesota and has been operating continuously
for at least five years but does not operate a charter school;

(3) a Minnesota private college, notwithstanding clause (2), that grants two- or
four-year degrees and is registered with the Minnesota Office of Higher Education under
chapter 136A; community college, state university, or technical college governed by the
Board of Trustees of the Minnesota State Colleges and Universities; or the University
of Minnesota;

(4) a nonprofit corporation subject to chapter 317A, described in section 317A.905,
and exempt from federal income tax under section 501(c)(6) of the Internal Revenue Code
of 1986, may authorize one or more charter schools if the charter school has operated
for at least three years under a different authorizer and if the nonprofit corporation has
existed for at least 25 years; or

(5) single-purpose authorizers formed as charitable, nonsectarian organizations
under section 501(c)(3) of the Internal Revenue Code of 1986 and incorporated in the state
of Minnesota under chapter 317A as a corporation with no members or under section
322B.975 new text begin or 322C.1101 new text end as a nonprofit limited liability company for the sole purpose of
chartering schools.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 8.

Minnesota Statutes 2014, section 211B.15, subdivision 1, is amended to read:

Subdivision 1.

Definitions.

For purposes of this section, "corporation" means:

(1) a corporation organized for profit that does business in this state;

(2) a nonprofit corporation that carries out activities in this state; or

(3) a limited liability company formed under chapter 322B new text begin or 322C new text end , or under similar
laws of another state, that does business in this state.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 9.

Minnesota Statutes 2014, section 216B.1612, subdivision 2, is amended to read:

Subd. 2.

Definitions.

(a) The terms used in this section have the meanings given
them in this subdivision.

(b) "C-BED tariff" or "tariff" means a community-based energy development tariff.

(c) "Qualifying beneficiary" means:

(1) a Minnesota resident individually or as a member of a Minnesota limited
liability company organized under chapter 322B new text begin or 322C new text end and formed for the purpose
of developing a C-BED project;

(2) a Minnesota nonprofit organization organized under chapter 317A;

(3) a Minnesota cooperative association organized under chapter 308A or 308B,
including a rural electric cooperative association or a generation and transmission
cooperative on behalf of and at the request of a member distribution utility;

(4) a Minnesota political subdivision or local government including, but not limited
to, a municipal electric utility, or a municipal power agency on behalf of and at the request
of a member distribution utility; the office of the commissioner of Iron Range resources
and rehabilitation; a county, statutory or home rule charter city, town, school district, or
public or private higher education institution; or any other local or regional governmental
organization such as a board, commission, or association;

(5) a tribal council; or

(6) a legal entity (i) formed for a purpose other than to participate in C-BED
projects; (ii) whose principal place of business or principal executive office is located
in Minnesota; and (iii) that provides labor, services, equipment, components, or debt
financing to a C-BED project.

A public utility, as defined in section 216B.02, subdivision 4, is not a qualifying beneficiary.

(d) "Qualifying revenue" includes, but is not limited to:

(1) royalties, distributions, dividends, and other payments flowing directly or
indirectly to individuals who are qualifying beneficiaries;

(2) reasonable fees for consulting, development, professional, construction, and
operations and maintenance services paid to qualifying beneficiaries;

(3) interest and fees paid to financial institutions that are qualifying beneficiaries;

(4) the value-added portion of payments for goods manufactured in Minnesota; and

(5) production taxes.

(e) "Discount rate" means the ten-year United States Treasury Yield as quoted in
the Wall Street Journal as of the date of application for determination under subdivision
10, plus five percent; except that the discount rate applicable to any qualifying revenues
contingent upon an equity investor earning a specified internal rate of return is the ten-year
United States Treasury Yield, plus eight percent.

(f) "Standard reliability criteria" means:

(1) can be safely integrated into and operated within the utility's grid without causing
any adverse or unsafe consequences; and

(2) is consistent with the utility's resource needs as identified in its most recent
resource plan submitted under section 216B.2422.

(g) "Renewable" refers to a technology listed in section 216B.1691, subdivision 1,
paragraph (a).

(h) "Community-based energy development project" or "C-BED project" means a
new renewable energy project that either as a stand-alone project or part of a partnership
under subdivision 8:

(1) has no single qualifying beneficiary, including any parent company or subsidiary
of the qualifying beneficiary, owning more than 15 percent of a C-BED wind energy
project unless: (i) the C-BED wind energy project consists of only one or two turbines; or
(ii) the qualifying beneficiary is a public entity listed under paragraph (c), clause (4);

(2) demonstrates that at least 51 percent of the net present value of the gross revenues
from a power purchase agreement over the life of the project are qualifying revenues; and

(3) has a resolution of support adopted by the county board of each county in which
the project is to be located, or in the case of a project located within the boundaries of a
reservation, the tribal council for that reservation.

(i) "Value-added portion" means the difference between the total sales price and the
total cost of components, materials, and services purchased from or provided outside
of Minnesota.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 10.

Minnesota Statutes 2015 Supplement, section 302A.471, subdivision 1,
is amended to read:

Subdivision 1.

Actions creating rights.

A shareholder of a corporation may dissent
from, and obtain payment for the fair value of the shareholder's shares in the event of, any
of the following corporate actions:

(a) unless otherwise provided in the articles, an amendment of the articles that
materially and adversely affects the rights or preferences of the shares of the dissenting
shareholder in that it:

(1) alters or abolishes a preferential right of the shares;

(2) creates, alters, or abolishes a right in respect of the redemption of the shares,
including a provision respecting a sinking fund for the redemption or repurchase of the
shares;

(3) alters or abolishes a preemptive right of the holder of the shares to acquire shares,
securities other than shares, or rights to purchase shares or securities other than shares;

(4) excludes or limits the right of a shareholder to vote on a matter, or to cumulate
votes, except as the right may be excluded or limited through the authorization or issuance
of securities of an existing or new class or series with similar or different voting rights;
except that an amendment to the articles of an issuing public corporation that provides that
section 302A.671 does not apply to a control share acquisition does not give rise to the
right to obtain payment under this section; or

(5) eliminates the right to obtain payment under this subdivision;

(b) a sale, lease, transfer, or other disposition of property and assets of the
corporation that requires shareholder approval under section 302A.661, subdivision 2, but
not including a disposition in dissolution described in section 302A.725, subdivision 2, or a
disposition pursuant to an order of a court, or a disposition for cash on terms requiring that
all or substantially all of the net proceeds of disposition be distributed to the shareholders
in accordance with their respective interests within one year after the date of disposition;

(c) a plan of merger, whether under this chapter or under chapter 322B new text begin or 322C new text end , to
which the corporation is a constituent organization, except as provided in subdivision 3,
and except for a plan of merger adopted under section 302A.626;

(d) a plan of exchange, whether under this chapter or under chapter 322B new text begin or 322C new text end ,
to which the corporation is a party as the corporation whose shares will be acquired by the
acquiring organization, except as provided in subdivision 3;

(e) a plan of conversion is adopted by the corporation and becomes effective;

(f) an amendment of the articles in connection with a combination of a class or series
under section 302A.402 that reduces the number of shares of the class or series owned by
the shareholder to a fraction of a share if the corporation exercises its right to repurchase
the fractional share so created under section 302A.423; or

(g) any other corporate action taken pursuant to a shareholder vote with respect to
which the articles, the bylaws, or a resolution approved by the board directs that dissenting
shareholders may obtain payment for their shares.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 11.

Minnesota Statutes 2014, section 302A.651, subdivision 4, is amended to read:

Subd. 4.

Foreign surviving organization.

If the surviving organization in a merger
will be a foreign corporation or limited liability company and will transact business in
this state, it shall comply with the provisions of chapter 303 with respect to foreign
corporations or chapter deleted text begin 322B deleted text end new text begin 322C new text end with respect to foreign limited liability companies. In
every case the surviving organization shall file with the secretary of state:

(a) an agreement that it may be served with process in this state in a proceeding for
the enforcement of an obligation of a constituent organization and in a proceeding for the
enforcement of the rights of a dissenting shareholder of a constituent corporation against
the surviving organization;

(b) an irrevocable appointment of the secretary of state as its agent to accept service
of process in any proceeding as provided in section 5.25, and an address to which process
may be forwarded; and

(c) an agreement that it will promptly pay to the dissenting shareholders of each
domestic constituent corporation the amount, if any, to which they are entitled under
section 302A.473.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 12.

Minnesota Statutes 2014, section 308B.005, subdivision 18, is amended to read:

Subd. 18.

Minnesota limited liability company.

"Minnesota limited liability
company" means a limited liability company governed by chapter 322B new text begin or 322C new text end .

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 13.

Minnesota Statutes 2014, section 319B.02, subdivision 10, is amended to read:

Subd. 10.

Minnesota firm.

"Minnesota firm" includes a corporation organized
under chapter 302A or 317A, limited liability company organized under chapter 322B
new text begin or 322C new text end , and limited liability partnership that has an effective statement of qualification
under section 323A.1001.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 14.

Minnesota Statutes 2014, section 319B.02, subdivision 12, is amended to read:

Subd. 12.

Organizational document.

"Organizational document" means:

(1) with respect to a corporation organized under chapter 302A or 317A, that
corporation's articles of incorporation;

(2) with respect to a limited liability company organized under chapter 322B new text begin or
322C new text end , that limited liability company's articles of organization; and

(3) with respect to a limited liability partnership that has an effective statement of
qualification under section 323A.1001, that statement of qualification.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 15.

Minnesota Statutes 2015 Supplement, section 322C.0105, subdivision 1a,
is amended to read:

Subd. 1a.

Loans, guarantees, and suretyship.

Without in any way limiting
the generality of the power of a limited liability company to do all things necessary or
convenient to carry on its activities as conferred in subdivision 1, a limited liability
company may lend money to, guarantee an obligation of, become a surety for, or otherwise
financially assist a person, if the transaction, or a class of transactions to which the
transaction belongs, is approved pursuant to this chapter and the company's operating
agreement and:

(1) is in the usual and regular course of business of the limited liability company;

(2) is with, or for the benefit of, a related organization, an organization in which the
limited liability company has a financial interest, an organization with which the limited
liability company has a business relationship, or an organization to which the limited
liability company has the power to make donations, any of which relationships constitute
consideration sufficient to make the loan, guarantee, suretyship, or other financial
assistance so approved enforceable against the limited liability company;

(3) is with, or for the benefit of, a member who provides services to the limited
liability company, or a manager or other employee of the limited liability company or a
subsidiary, including a member, manager, or employee who is a governor of the limited
liability company or a subsidiary, and may reasonably be expected, in the judgment of the
board of governors, to benefit the limited liability company; or

(4) whether or not any separate consideration has been paid or promised to the
limited liability company, has been approved by (i) the owners of two-thirds of the
voting power of persons other than the interested person or persons, or (ii) the unanimous
affirmative vote of all members, whether or not ordinarily entitled to vote.

Any such loan, deleted text begin guaranty, surety contract deleted text end new text begin guarantee, suretyship new text end , or other financial
assistance may be with or without interest and may be unsecured or may be secured in
any manner including, without limitation, a grant of a security interest in a member's
transferable interest in the limited liability company. This subdivision does not grant any
authority to act as a bank or to carry on the business of banking.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 16.

Minnesota Statutes 2014, section 322C.0201, subdivision 4, is amended to read:

Subd. 4.

Formation.

(a) A limited liability company is formed when articles of
organization have been filed with the secretary of state new text begin accompanied by a payment of $135 new text end .

(b) Except in a proceeding by this state to dissolve a limited liability company, the
filing of the articles of organization by the secretary of state is conclusive proof that the
organizer satisfied all conditions to the formation of a limited liability company.

(c) The formation of a limited liability company does not by itself cause any person
to become a member. However, this chapter does not preclude an agreement, made before
or after formation of a limited liability company, which provides that one or more persons
will become members, or acknowledging that one or more persons became members,
upon or otherwise in connection with the formation of the limited liability company.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 17.

Minnesota Statutes 2014, section 322C.0205, subdivision 1, is amended to read:

Subdivision 1.

Delivery requirements.

A record authorized or required to be filed
with the secretary of state 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. If the filing deleted text begin fees have deleted text end new text begin fee of $35 or any filing fee specified in this chapter for the
filing has new text end been paid, unless the secretary of state determines that a record does not comply
with the filing requirements of this chapter, the secretary of state shall file the record and:

(1) for a statement of denial under section 322C.0303, send an image of the filed
statement and a receipt for the fees to the person on whose behalf the statement was
delivered for filing and to the limited liability company; and

(2) for all other records, send an image of the filed record to the person on whose
behalf the record was filed.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 18.

Minnesota Statutes 2014, section 322C.0208, is amended to read:

322C.0208 ANNUAL REPORT FOR SECRETARY OF STATE.

(a) The secretary of state may send annually to each limited liability company,
using the information provided by the limited liability company and foreign limited
liability company 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 limited liability company
that the annual renewal may be filed online and that paper filings may also be made, and
informing the limited liability company that failing to file the annual renewal will result
in an administrative termination of the limited liability company or the revocation of
the authority of the limited liability company and foreign limited liability company to
do business in Minnesota.

(b) Each calendar year beginning in the calendar year following the calendar year in
which a limited liability company and foreign limited liability company files articles of
organization, a limited liability company and foreign limited liability company must file
with the secretary of state by December 31 of each calendar year a renewal containing the
items required by section 5.34. new text begin Notwithstanding section 322C.0205, subdivision 1, no
fee is required to file an annual renewal.
new text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 19.

Minnesota Statutes 2015 Supplement, section 322C.0407, subdivision 4,
is amended to read:

Subd. 4.

Board-managed company rules.

In a board-managed limited liability
company, the following rules apply:

(1) The activities and affairs of a limited liability company are to be managed by and
under the direction of a board of governors, which shall consist of one or more governors
as determined by members holding a majority of the voting power of the members.
Except as specifically stated in this subdivision and section 322C.0202, subdivision 5,
subject to section 322C.0302:

(i) the board acts only through an act of the board;

(ii) no individual governor has any right or power to act for the limited liability
company; and

(iii) only officers, managers, or other agents designated by the board or through a
process approved by the board have the right to act for the limited liability company, and
that right extends only to the extent consistent with the terms of the designation.

(2) A governor must be a natural person. A person need not be a member to be a
governor, but the dissociation of a member who is also a governor disqualifies the person
as a governor. If a person who is both a governor and a member ceases to be a governor,
that cessation does not by itself dissociate the person as a member. A person's ceasing
to be a governor does not discharge any debt, obligation, or other liability to the limited
liability company or members which the person incurred while a governor.

(3) The method of election and any additional qualifications for governors will
be as determined by members holding a majority of the voting power of the members.
Governors are elected by a plurality of the voting power present and entitled to vote on the
election of governors at a duly called or held meeting at which a quorum is present.

(4) A member may waive notice of a meeting for the election of governors. A
member's waiver of notice under this clause is effective whether given before, at, or after
the meeting, and whether given in a record, orally, or by attendance. Attendance by a
member at a meeting for election of governors is a waiver of notice of that meeting,
except where the member objects at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called or convened and does not participate
in the meeting after the objection.

(5) Once elected, a governor holds office for the term for which the governor
was elected and until a successor is elected, or until the earlier death, resignation,
disqualification, or removal of the governor. A governor may resign at any time. A
governor may be removed at any time, without cause and without advance notice, by a
majority of the voting power of all of the members. The existence of vacancies does not
affect the power of the board to function if at least one governor remains in office.

(6) When a vacancy occurs, the limited liability company shall immediately notify
all members in a record of the vacancy, stating the cause of the vacancy and the date the
notice is sent. Within 30 days of that date, the members may fill the vacancy in the same
method the members may elect governors under clause (3). If the vacancy is not filled
by the members under this clause, the vacancy may be filled by the affirmative vote of a
majority of the remaining governors, even though less than a quorum.

(7) The board shall meet from time to time as determined by members holding a
majority of the voting power of the members, at a place decided by the board. If the day
or date, time, and place of a board of governors meeting have been provided in a board
resolution, or announced at a previous meeting of the board of governors, no notice is
required. Notice of an adjourned meeting need not be given other than by announcement
at the meeting at which adjournment is taken. If notice is required for a meeting, notice
shall be made in the manner stated in clause (8).

(8) A governor may call a board meeting by giving at least ten days' notice in a
record to all governors of the date, time, and place of the meeting. The notice need not
state the purpose of the meeting. As to each governor, the notice is effective when given.

(i) Notice may be:

(A) mailed to the governor at an address designated by the person or at the last
known address of the person;

(B) deposited with a nationally recognized overnight delivery service for overnight
delivery or, if overnight delivery to the governor is not available, for delivery as promptly
as practicable to the governor at an address designated by the governor or at the last
known address of the governor;

(C) communicated to the governor orally;

(D) handed to the governor;

(E) given by facsimile communication, electronic mail, or any other form of
electronic communication, if the governor has consented in a record to receive notice
by such means; or

(F) by any other means determined by members holding a majority of the voting
power of the members.

(ii) The notice is deemed given if by:

(A) mail, when deposited in the United States mail with sufficient postage affixed;

(B) deposit for delivery, when deposited for delivery as provided in item (i), subitem
(B), with delivery charges prepaid or otherwise provided for by the sender;

(C) facsimile communication, when directed to a telephone number at which the
governor has consented in a record to receive notice;

(D) electronic mail, when directed to an electronic mail address at which the
governor has consented in a record to receive notice; and

(E) any other form of electronic communication by which the governor has
consented in a record to receive notice, when directed to the governor.

(9) A governor may waive notice of a meeting of the board of governors. A waiver
of notice by a governor entitled to notice is effective whether given before, at, or after the
meeting, and whether given in a record, orally, or by attendance. Attendance by a governor
at a meeting is a waiver of notice of that meeting, except where the governor objects at the
beginning of the meeting to the transaction of business because the meeting is not lawfully
called or convened and does not participate in the meeting after the objection.

(10) A majority of the governors currently holding office is a quorum for the
transaction of business. When a quorum is present at a duly called or held meeting of
the board, the vote of a majority of the directors present constitutes an act of the board.
If a quorum is present when a duly called or held meeting is convened, the governors
present may continue to transact business until adjournment, even though the withdrawal
of a number of governors originally present leaves less than the proportion or number
otherwise required for a quorum.

(11) Any meeting among governors may be conducted solely by one or more means
of remote communication through which all of the governors may participate with each
other during the meeting, if the number of governors participating in the meeting would
be sufficient to constitute a quorum. Participation in a meeting by that means constitutes
presence in person at the meeting.

(12) A governor may participate in a board of governors meeting by means of
remote communication, through which the governor, other governors so participating, and
all governors physically present at the meeting may participate with each other during
the meeting. Participation in a meeting by that means constitutes presence in person
at the meeting.

(13) An action required or permitted to be taken at a board meeting may be taken
by written action signed by the number of governors that would be required to take the
same action at a meeting of the board of governors at which all governors were present.
The written action is effective when signed by the required number of governors, unless a
different effective time is provided in the written action. When written action is permitted
to be taken by less than all governors, all governors must be notified immediately of its
text and effective date. Failure to provide the notice does not invalidate the written action.
A governor who does not sign or consent to the written action has no liability for the
action or actions taken by the written action.

(14) If the board designates a person as "chief manager," "president," "chief
executive officer," "CEO," or another title of similar import, that person shall:

(i) serve as an agent of the limited liability company at the will of the board, without
prejudice to any rights the person may have under a contract with the limited liability
company;

(ii) have general active management of the business of the limited liability company,
subject to the supervision and control of the board;

(iii) see that all orders and resolutions of the board of governors are carried into effect;

(iv) sign and deliver in the name of the limited liability company any deeds,
mortgages, bonds, contracts, or other instruments pertaining to the business of the limited
liability company, except in cases in which the authority to sign and deliver is required by
law to be exercised by another person or is expressly delegated by the board of governors
to some other officer or agent of the limited liability company;

(v) maintain records of and, whenever necessary, certify all proceedings of the
board of governors and the members; and

(vi) perform other duties prescribed by the board of governors.

(15) If the board designates a person as "treasurer," "chief financial officer," "CFO,"
or another title of similar import, that person shall:

(i) serve as an agent of the limited liability company at the will of the board, without
prejudice to any rights the person may have under a contract with the limited liability
company;

(ii) keep accurate financial records for the limited liability company;

(iii) deposit all money, drafts, and checks in the name of and to the credit of the limited
liability company in the banks and depositories designated by the board of governors;

(iv) endorse for deposit all notes, checks, and drafts received by the limited liability
company as ordered by the board of governors, making proper vouchers for them;

(v) disburse limited liability company funds and issue checks and drafts in the name
of the limited liability company, as ordered by the board of governors;

(vi) give to the chief executive officer and the board of governors, whenever
requested, an account of all transactions by the chief financial officer and of the financial
condition of the limited liability company; and

(vii) perform other duties prescribed by the board of governors or by the chief
executive officer.

(16) The consent of all members is required to:

(i) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the
company's property, with or without the good will, outside the ordinary course of the
company's activities deleted text begin ; deleted text end new text begin , provided that member consent is not required for:
new text end

new text begin (A) the grant of a security interest in all or substantially all of the company's property
and assets, whether or not in the usual and regular course of its business; or
new text end

new text begin (B) transfer of any or all of the company's property to an organization all the
ownership interests of which are owned directly or indirectly through wholly owned
organizations, by the company;
new text end

(ii) approve a merger, conversion, or domestication under sections 322C.1001 to
322C.1015; and

(iii) amend the operating agreement.

(17) Subject to section 322C.1204, subdivision 3, for purposes of this subdivision,
each member possesses voting power in proportion to the member's interest in distributions
of the limited liability company prior to dissolution and a majority of the voting power of
the members is a quorum at a meeting of the members.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 20.

Minnesota Statutes 2015 Supplement, section 322C.1007, subdivision 1,
is amended to read:

Subdivision 1.

Conversion requirements.

Pursuant to this section, sections
322C.1008 to 322C.1010, and a plan of conversion, an organization other than a limited
liability company, a foreign limited liability company, a nonprofit corporation, or an
organization owning assets irrevocably dedicated to a charitable purpose, may convert
to a limited liability company other than a nonprofit limited liability company, and a
limited liability company other than a nonprofit limited liability company may convert to
an organization other than a foreign limited liability company new text begin , or a corporation governed
by chapter 304A, new text end if:

(1) the other organization's governing statute authorizes the conversion;

(2) the conversion is not prohibited by other law of this state or the law of the
jurisdiction that enacted the other organization's governing statute; and

(3) the other organization complies with its governing statute in effecting the
conversion.

new text begin EFFECTIVE DATE. new text end

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

Sec. 21.

Minnesota Statutes 2014, section 322C.1011, subdivision 1, is amended to read:

Subdivision 1.

Foreign limited liability company.

A foreign limited liability
company may become a limited liability company pursuant to this section, sections
322C.1011 to 322C.1013, and a plan of domestication if:

(1) the foreign limited liability company's governing statute authorizes the
domestication new text begin , whether described by the laws of the foreign jurisdiction as a domestication,
a conversion, or otherwise new text end ;

(2) the domestication is not prohibited by the law of the jurisdiction that enacted
the governing statute; and

(3) the foreign limited liability company complies with its governing statute in
effecting the domestication.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

Sec. 22.

Minnesota Statutes 2014, section 322C.1011, subdivision 2, is amended to read:

Subd. 2.

Domestic limited liability company.

A limited liability company may
become a foreign limited liability company pursuant to this section, sections 322C.1011 to
322C.1013, and a plan of domestication if:

(1) the foreign limited liability company's governing statute authorizes the
domestication new text begin , whether described by the laws of the foreign jurisdiction as a domestication,
a conversion, or otherwise new text end ;

(2) the domestication is not prohibited by the law of the jurisdiction that enacted
the governing statute; and

(3) the foreign limited liability company complies with its governing statute in
effecting the domestication.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from August 1, 2015.
new text end

ARTICLE 3

RECEIVERSHIPS AND ASSIGNMENTS

Section 1.

Minnesota Statutes 2014, section 559.17, subdivision 2, is amended to read:

Subd. 2.

Assignment; conditions.

A mortgagor may assign, as additional security
for the debt secured by the mortgage, the rents and profits from the mortgaged real
property, if the mortgage:

(1) was executed, modified or amended subsequent to August 1, 1977;

(2) secured an original principal amount of $100,000 or more or is a lien upon
residential real estate containing more than four dwelling units; and

(3) is not a lien upon property which was:

(i) entirely homesteaded as agricultural property; or

(ii) residential real estate containing four or fewer dwelling units where at least
one of the units is homesteaded. The assignment may be enforced, but only against the
nonhomestead portion of the mortgaged property, as follows:

(a) if, by the terms of an assignment, a receiver is to be appointed upon the
occurrence of some specified event, and a showing is made that the event has occurred,
the court shall, without regard to waste, adequacy of the security, or solvency of the
mortgagor, appoint a receiver who shall, with respect to the excess cash remaining after
application as provided in section 576.25, subdivision 5, apply it as prescribed by the
assignment. If the assignment so provides, the receiver shall apply the excess cash in the
manner set out herein from the date of appointment through the entire redemption period
from any foreclosure sale. Subject to the terms of the assignment, the receiver shall have
the powers and duties as set forth in section 576.25, subdivision 5; or

(b) if no provision is made for the appointment of a receiver in the assignment or if by
the terms of the assignment a receiver may be appointed, the assignment shall be binding
upon the assignor unless or until a receiver is appointed without regard to waste, adequacy
of the security or solvency of the mortgagor, but only in the event of default in the terms and
conditions of the mortgage, and only in the event the assignment requires the holder thereof
to deleted text begin first deleted text end apply the rents and profits received as provided in section 576.25, subdivision 5, new text begin or,
as to an assignment executed prior to August 1, 2012, as provided in Minnesota Statutes
2010, section 576.01, subdivision 2, new text end in which case the same shall operate against and be
binding upon the occupiers of the premises from the date of recording by the holder of the
assignment in the office of the county recorder or the office of the registrar of titles for the
county in which the property is located of a notice of default in the terms and conditions
of the mortgage and service of a copy of the notice upon the occupiers of the premises.
The holder of the assignment shall apply the rents and profits received in accordance with
the terms of the assignment, and, if the assignment so provides, for the entire redemption
period from any foreclosure sale. A holder of an assignment who enforces it in accordance
with this clause shall not be deemed to be a mortgagee in possession with attendant liability.

Nothing contained herein shall prohibit the right to reinstate the mortgage
debt granted pursuant to section 580.30, nor the right to redeem granted pursuant to
sections 580.23 and 581.10, and any excess cash, as that term is used herein, collected
by the receiver under clause (a), or any rents and profits taken by the holder of the
assignment under clause (b), shall be credited to the amount required to be paid to effect
a reinstatement or redemption.

Sec. 2.

Minnesota Statutes 2014, section 576.22, is amended to read:

576.22 APPLICABILITY OF CHAPTER AND OF COMMON LAW.

(a) This chapter applies to receiverships provided for in section 576.25, subdivisions
2 to 6, and to receiverships:

(1) pursuant to section 193.147, in connection with a mortgage on an armory;

(2) pursuant to section 223.17, subdivision 8, paragraph (b), in connection with
a defaulting grain buyer;

(3) pursuant to section 232.22, subdivision 7, paragraph (c), in connection with a
defaulting public grain warehouse;

(4) pursuant to section 296A.22, in connection with nonpayment of tax;

(5) pursuant to deleted text begin section deleted text end new text begin sections 302A.751, new text end 302A.753, new text begin 308A.941, new text end 308A.945,
new text begin 308B.931, new text end 308B.935, new text begin 317A.751, new text end 317A.753, deleted text begin or deleted text end new text begin 322B.833, and new text end 322B.836, new text begin or new text end in an action
relating to the dissolution of deleted text begin an deleted text end new text begin a foreign new text end entity deleted text begin and relating to, in like cases, deleted text end new text begin with new text end property
within the state deleted text begin of foreign entities deleted text end ;

(6) pursuant to section 321.0703, in connection with the rights of a creditor of a
partner or transferee;

(7) pursuant to section 322.22, in connection with the rights of creditors of limited
partners;

(8) pursuant to section 323A.0504, in connection with a partner's transferable interest;

(9) pursuant to section 453.55, in connection with bonds and notes;

(10) pursuant to section 453A.05, in connection with bonds and notes;

(11) pursuant to section 513.47, in connection with a proceeding for relief with
respect to a transfer fraudulent as to a creditor or creditors;

(12) pursuant to section 514.06, in connection with the severance of a building
and resale;

(13) pursuant to section 515.23, in connection with an action by a unit owners'
association to foreclose a lien for nonpayment of delinquent assessments against
condominium units;

(14) pursuant to section 518A.71, in connection with the failure to pay, or to provide
security for, maintenance or support payments;

(15) pursuant to section 559.17, in connection with assignments of rents; however,
any receiver appointed under section 559.17 shall be a limited receiver, and the court shall
apply the provisions of this chapter to the extent not inconsistent with section 559.17;

(16) pursuant to section 571.84, in connection with a garnishee in possession of
property subject to a garnishment proceeding;

(17) pursuant to section 575.05, in connection with property applied to judgment;

(18) pursuant to section 575.06, in connection with adverse claimants;

(19) pursuant to sections 582.05 to 582.10, in connection with mortgage
foreclosures; however, any receiver appointed under sections 582.05 to 582.10 shall be a
limited receiver, and the court shall apply the provisions of this chapter to the extent not
inconsistent with sections 582.05 to 582.10;

(20) pursuant to section 609.904, in connection with criminal penalties; or

(21) pursuant to section 609.907, in connection with preservation of property
subject to forfeiture.

(b) This chapter does not apply to any receivership in which the receiver is a state
agency or in which the receiver is appointed, controlled, or regulated by a state agency
unless otherwise provided by law.

(c) In receiverships not specifically referenced in paragraph (a) or (b), the court, in
its discretion, may apply provisions of this chapter to the extent not inconsistent with
the statutes establishing the receiverships.

(d) Unless explicitly displaced by this chapter, the provisions of other statutory law
and the principles of common law remain in full force and effect and supplement the
provisions of this chapter.

Sec. 3.

Minnesota Statutes 2014, section 576.29, subdivision 1, is amended to read:

Subdivision 1.

Powers.

(a) A receiver, whether general or limited, shall have the
following powers in addition to those specifically conferred by this chapter or otherwise
by statute, rule, or order of the court:

(1) the power to collect, control, manage, conserve, and protect receivership property;

(2) the power to incur and pay expenses incidental to the receiver's exercise of the
powers or otherwise in the performance of the receiver's duties;

(3) the power to assert rights, claims, causes of action, or defenses that relate to
receivership property; and

(4) the power to seek and obtain instruction from the court with respect to any
matter relating to the receivership property, the exercise of the receiver's powers, or the
performance of the receiver's duties.

(b) In addition to the powers provided in paragraph (a), a general receiver shall
have the power:

(1) to (i) assert new text begin , or when authorized by the court, to release, new text end any rights, claims, causes
of action, or defenses of the respondent to the extent any rights, claims, causes of action,
or defenses are receivership property; (ii) maintain in the receiver's name or in the name of
the respondent any action to enforce any right, claim, cause of action, or defense; and (iii)
intervene in actions in which the respondent is a party for the purpose of exercising the
powers under this clause or requesting transfer of venue of the action to the court;

(2) to pursue any claim or remedy that may be asserted by a creditor of the
respondent under sections 513.41 to 513.51;

(3) to compel any person, including the respondent, and any party, by subpoena
pursuant to Rule 45 of the Minnesota Rules of Civil Procedure, to give testimony or to
produce and permit inspection and copying of designated books, documents, electronically
stored information, or tangible things with respect to receivership property or any other
matter that may affect the administration of the receivership;

(4) to operate any business constituting receivership property in the ordinary course
of the business, including deleted text begin the use, sale, deleted text end new text begin using, selling, new text end or deleted text begin lease of deleted text end new text begin leasing new text end property of the
business or otherwise constituting receivership property deleted text begin , and the deleted text end new text begin ; new text end incurring and payment
of expenses of the business or other receivership property new text begin ; and hiring employees and
appointing officers to act on behalf of the business new text end ;

(5) if authorized by an order of the court following notice and a hearing, to use,
improve, sell, or lease receivership property other than in the ordinary course of business;
and

(6) if appointed pursuant to section 302A.753, 308A.945, 308B.935, 317A.753, or
322B.836, to exercise all of the powers and authority provided by the section or order of
the court.

Sec. 4.

Minnesota Statutes 2014, section 576.30, is amended to read:

576.30 RECEIVER AS LIEN CREDITOR; REAL deleted text begin ESTATE deleted text end new text begin PROPERTY
new text end RECORDING; SUBSEQUENT SALES OF REAL deleted text begin ESTATE deleted text end new text begin PROPERTY new text end .

Subdivision 1.

Receiver as lien creditor.

As of the time of appointment, the
receiver shall have the powers and priority as if it were a creditor that obtained a judicial
lien at the time of appointment pursuant to sections 548.09 and 550.10 on all of the
receivership property, subject to satisfying the recording requirements as to real property
described in subdivision 2.

Subd. 2.

Real deleted text begin estate deleted text end new text begin property new text end recording.

If any interest in real deleted text begin estate deleted text end new text begin property new text end is
included in the receivership property, a notice of lis pendens shall be recorded as soon as
practicable with the county recorder or registrar of titles, as appropriate, of the county
in which the real property is located. The priority of the receiver as lien creditor against
real property shall be from the time of recording of the notice of lis pendens, except as to
persons with actual or implied knowledge of the appointment under section 507.34.

Subd. 3.

Subsequent sales of real deleted text begin estate deleted text end new text begin property new text end .

new text begin The following documents are
prima facie evidence of the authority to sell and convey the real property:
new text end

new text begin (1) new text end the notice of lis pendens deleted text begin , deleted text end new text begin ;
new text end

new text begin (2) new text end a court order deleted text begin authorizing the receiver to sell real property deleted text end certified by the court
administrator deleted text begin , and a deed executed by the receiver recorded with the county recorder or
registrar of titles, as appropriate, of the county in which the real property is located, and
upon execution of the deed by the receiver shall be prima facie evidence of the authority
of deleted text end new text begin authorizing new text end the receiver to sell deleted text begin and convey deleted text end new text begin , or cause new text end the new text begin respondent to sell, new text end real property
deleted text begin described in the deed. deleted text end new text begin ; and
new text end

new text begin (3) a deed executed by the receiver, or by the respondent if authorized by the court. new text end

The court may also require a motion for an order for sale of the real property or a
motion for an order confirming sale of the real property.

Sec. 5.

Minnesota Statutes 2014, section 576.45, subdivision 3, is amended to read:

Subd. 3.

Termination by receiver.

For good cause, the court may authorize the
receiver to terminate an executory contract. The receiver's right to possess or use property
new text begin or receive services new text end pursuant to the executory contract shall terminate at the termination of
the executory contract. Except as to the claim against the receivership under subdivision 1,
new text begin if a termination of an executory contract constitutes a breach of the executory contract, new text end the
termination shall create a claim equal to the damages, if any, for deleted text begin a deleted text end breach of new text begin the new text end contract as
if the breach of contract had occurred immediately before the time of appointment. Any
claim arising under this section for termination of an executory contract shall be presented
or filed in the same manner as other claims in the receivership no later than the later of:
(1) the time set for filing of claims in the receivership; or (2) 28 days after the notice by
the receiver of the termination of the executory contract.

Sec. 6.

Minnesota Statutes 2014, section 576.47, is amended to read:

576.47 ABANDONMENT OF PROPERTY.

The court may authorize the receiver to abandon new text begin to the respondent new text end any receivership
property that is burdensome or is not of material value to the receivership. deleted text begin Property that is
abandoned is no longer receivership property.
deleted text end

Sec. 7.

Minnesota Statutes 2014, section 577.12, is amended to read:

577.12 REQUISITES.

A person may execute a written assignment of property to one or more assignees for
the benefit of creditors in conformity with the provisions of this chapter. Every assignment
for the benefit of creditors subject to this chapter made by an assignor of the whole or any
part of the assignor's property, real or personal, for the benefit of creditors, shall be: (1) to
a deleted text begin resident of the state deleted text end new text begin person new text end eligible to be a receiver under section 576.26, in writing,
subscribed and acknowledged by the assignor, and (2) filed by the assignor or the assignee
with the court administrator of the district court of the county in which the assignor, or
one of the assignors if there is more than one, resides, or in which the principal place
of business of an assignor engaged in business is located. The district court shall have
supervision over the assignment property and of all proceedings under this chapter. new text begin The
assignee shall be deemed to have submitted to the jurisdiction of the district court.
new text end

Sec. 8.

Minnesota Statutes 2014, section 577.15, is amended to read:

577.15 ASSIGNEE AS LIEN CREDITOR; REAL deleted text begin ESTATE deleted text end new text begin PROPERTY
new text end RECORDING.

Subdivision 1.

Assignee as lien creditor.

As of the filing of the assignment, the
assignee shall have the powers and priority of a creditor that obtained a judicial lien at
the time of assignment pursuant to sections 548.09 and 550.10 on all of the assignment
property subject to satisfying the recording requirements as to real property described in
subdivision 2.

Subd. 2.

Real deleted text begin estate deleted text end new text begin property new text end recording.

If any interest in real deleted text begin estate deleted text end new text begin property new text end is
included in the assignment property, the assignment shall be effective as a deed deleted text begin , and deleted text end new text begin . new text end A
notice of deleted text begin a deleted text end lis pendens shall be recorded as soon as practicable with the county recorder
or registrar of titles, as appropriate, of the county in which the real property is located.
The priority of the assignee as lien creditor against real property shall be from the time
of recording of the notice of lis pendens, except as to persons with actual or implied
knowledge of the assignment under section 507.34. new text begin A short form of new text end the assignment
deleted text begin executed deleted text end new text begin acknowledged new text end by the assignor and deleted text begin certified by the court administrator deleted text end new text begin assignee
new text end and a deed executed by the assignee shall be recorded with the county recorder or registrar
of titles, as appropriate, of the county in which the real property is located, and upon
execution of the deed by the assignee shall be prima facie evidence of the authority of
the assignee to convey the real property described in the assignment. new text begin The short form of
the assignment shall contain the following information:
new text end

new text begin (1) the identity of the assignor and assignee;
new text end

new text begin (2) the legal description of the real property;
new text end

new text begin (3) the date of the assignment; and
new text end

new text begin (4) a statement that the assignor has made an assignment under this chapter, and that
the assignment has been accepted by the assignee.
new text end