1.1                          A bill for an act 
  1.2             relating to business organizations; clarifying 
  1.3             corporate authority with respect to rights to 
  1.4             purchase; regulating filings and related matters; 
  1.5             providing for service of process; amending Minnesota 
  1.6             Statutes 1994, sections 5.22, subdivision 1; 48.185, 
  1.7             subdivision 7; 79A.06, subdivision 5; 168.27, 
  1.8             subdivision 19a; 221.67; 302A.115, subdivision 1; 
  1.9             302A.121, subdivision 1; 302A.409, subdivision 3; 
  1.10            302A.701; 302A.901, subdivision 1; 303.03; 303.06, 
  1.11            subdivision 1; 303.13, subdivision 1; 303.14, 
  1.12            subdivision 3; 308A.121, subdivision 1; 309.56, 
  1.13            subdivision 1; 317A.115, subdivision 2; 317A.823, 
  1.14            subdivision 1; 317A.901, subdivision 1; 319A.03; 
  1.15            319A.06, subdivision 2; 322A.02; 322A.761; 322B.12, 
  1.16            subdivision 1; 322B.80, subdivision 1; 322B.876, 
  1.17            subdivision 1; 322B.955; 322B.960, subdivisions 1 and 
  1.18            3; 323.02, by adding a subdivision; 323.44, 
  1.19            subdivisions 2, 4, 5, and 6; 323.45, subdivisions 1 
  1.20            and 5; 323.46; 323.47, subdivision 1; 325F.70, 
  1.21            subdivision 2; 330.11, subdivision 3; 333.001; 333.01; 
  1.22            333.055, subdivision 4; 333.21, subdivision 1; 
  1.23            336.9-403; 336A.11, subdivision 2; 540.152; and 
  1.24            543.08; proposing coding for new law in Minnesota 
  1.25            Statutes, chapters 5; and 323; repealing Minnesota 
  1.26            Statutes 1994, sections 302A.901, subdivisions 2, 2a, 
  1.27            3, and 4; 303.13, subdivisions 2, 3, 4, and 5; 
  1.28            317A.901, subdivisions 2, 3, and 4; 322B.876, 
  1.29            subdivisions 2, 3, and 4; 322B.901; and 323.47, 
  1.30            subdivisions 2, 3, and 4. 
  1.31  BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.32                             ARTICLE 1
  1.33     Section 1.  [5.25] [SERVICE OF PROCESS.] 
  1.34     Subdivision 1.  [WHO MAY BE SERVED.] A process, notice, or 
  1.35  demand required or permitted by law to be served upon an entity 
  1.36  governed by chapter 221, 302A, 303, 317A, 322A, 322B, 323, 330, 
  1.37  540, or 543 may be served on:  (1) the registered agent, if any; 
  1.38  (2) if no agent has been appointed then on an officer, manager, 
  2.1   or partner of the entity; or (3) if no agent, officer, manager, 
  2.2   or partner can be found, on the secretary of state as provided 
  2.3   in this section. 
  2.4      Subd. 2.  [SERVICE ON MOTOR CARRIERS AND UNIONS, GROUPS, OR 
  2.5   ASSOCIATIONS.] When service of process is to be made on the 
  2.6   secretary of state according to section 221.67 or 540.152, the 
  2.7   procedure in this subdivision applies.  Service must be made by 
  2.8   filing the process, notice, or demand with the secretary of 
  2.9   state along with the payment of a fee of $35.  Within ten days 
  2.10  of the filing with the secretary of state, a copy of the 
  2.11  process, notice, or demand shall be sent to the defendant's last 
  2.12  known address by the person who caused it to be served on the 
  2.13  secretary of state. 
  2.14     Subd. 3.  [SERVICE ON CERTAIN BUSINESS ENTITIES; 
  2.15  AUCTIONEERS.] When service of process is to be made on the 
  2.16  secretary of state for entities governed by chapter 302A, 317A, 
  2.17  322A, 322B, 323, 330, or 543, the procedure in this subdivision 
  2.18  applies.  Service must be made by filing with the secretary of 
  2.19  state two copies of the process, notice, or demand along with 
  2.20  payment of a $35 fee. 
  2.21     Subd. 4.  [SERVICE ON FOREIGN CORPORATION.] (a) Service of 
  2.22  a process, notice, or demand may be made on a foreign 
  2.23  corporation authorized to transact business in this state by 
  2.24  delivering to and leaving with the secretary of state, or with 
  2.25  an authorized deputy or clerk in the secretary of state's 
  2.26  office, two copies of it and a fee of $50 in the following 
  2.27  circumstances:  (1) if the foreign corporation fails to appoint 
  2.28  or maintain in this state a registered agent upon whom service 
  2.29  of process may be had; (2) whenever a registered agent cannot be 
  2.30  found at its registered office in this state, as shown by the 
  2.31  return of the sheriff of the county in which the registered 
  2.32  office is situated, or by an affidavit of attempted service by a 
  2.33  person not a party; (3) whenever a corporation withdraws from 
  2.34  the state; or (4) whenever the certificate of authority of a 
  2.35  foreign corporation is revoked or canceled. 
  2.36     However, after a foreign corporation withdraws from the 
  3.1   state, according to section 303.16, service upon the corporation 
  3.2   may be made according to this section only when based upon a 
  3.3   liability or obligation of the corporation incurred within this 
  3.4   state or arising out of any business done in this state by the 
  3.5   corporation before the issuance of a certificate of withdrawal. 
  3.6      (b) A foreign corporation is considered to be doing 
  3.7   business in Minnesota if it makes a contract with a resident of 
  3.8   Minnesota to be performed in whole or in part by either party in 
  3.9   Minnesota, or if it commits a tort in whole or in part in 
  3.10  Minnesota against a resident of Minnesota.  These acts are 
  3.11  considered to be equivalent to the appointment by the foreign 
  3.12  corporation of the secretary of state of Minnesota and 
  3.13  successors to be its true and lawful attorney upon whom may be 
  3.14  served all lawful process in actions or proceedings against the 
  3.15  foreign corporation arising from or growing out of the contract 
  3.16  or tort.  Process must be served in duplicate upon the secretary 
  3.17  of state, together with the address to which service is to be 
  3.18  sent and a fee of $50.  The making of the contract or the 
  3.19  committing of the tort is considered to be the agreement of the 
  3.20  foreign corporation that any process against it which is so 
  3.21  served upon the secretary of state has the same legal force and 
  3.22  effect as if served personally on it within the state of 
  3.23  Minnesota.  
  3.24     Subd. 5.  [SERVICE ON DISSOLVED, WITHDRAWN, OR REVOKED 
  3.25  BUSINESS ENTITY.] (a) Process, notice, or demand may be served 
  3.26  on a dissolved, withdrawn, or revoked business entity that was 
  3.27  governed by chapter 302A, 303, 317A, 322A, 322B, or 323 as 
  3.28  provided in this subdivision.  The court shall determine if 
  3.29  service is proper. 
  3.30     (b) If a business entity has voluntarily dissolved or has 
  3.31  withdrawn its request for authority to transact business in this 
  3.32  state, or a court has entered a decree of dissolution or 
  3.33  revocation of authority to do business, service must be made 
  3.34  according to subdivision 3 or 4, so long as claims are not 
  3.35  barred under the provisions of the chapter that governed the 
  3.36  business entity. 
  4.1      (c) If a business entity has been involuntarily dissolved 
  4.2   or its authority to transact business in this state has been 
  4.3   revoked, service must be made according to subdivision 3 or 4. 
  4.4      Subd. 6.  [DUTIES OF SECRETARY OF STATE.] In the case of 
  4.5   service of process according to subdivision 3 or 4, the 
  4.6   secretary of state shall immediately cause one copy of a service 
  4.7   of process to be forwarded by certified mail addressed to the 
  4.8   business entity: 
  4.9      (1) in care of the agent of the business entity, at its 
  4.10  registered office in this state as it appears in the records of 
  4.11  the secretary of state; 
  4.12     (2) at the address designated in the application for 
  4.13  withdrawal, if the business entity has withdrawn from this state 
  4.14  in the manner provided by law; 
  4.15     (3) at the address provided by the party submitting the 
  4.16  document for service of process if the business entity's 
  4.17  authority to do business in this state has been revoked; or 
  4.18     (4) at the address provided by the party submitting the 
  4.19  document for service of process if the business entity has never 
  4.20  been authorized to do business in this state. 
  4.21     Subd. 7.  [TIME TO ANSWER.] If a summons is to be served 
  4.22  upon the secretary of state according to subdivision 3 or 4, the 
  4.23  business entity so served has 30 days from the date of mailing 
  4.24  by the secretary of state in which to answer the complaint. 
  4.25     Subd. 8.  [OTHER METHODS OF SERVICE.] Nothing in this 
  4.26  section limits the right of a person to serve any process, 
  4.27  notice, or demand required or permitted by law to be served upon 
  4.28  a business entity in another manner. 
  4.29     Sec. 2.  Minnesota Statutes 1994, section 48.185, 
  4.30  subdivision 7, is amended to read: 
  4.31     Subd. 7.  Any bank or savings bank extending credit in 
  4.32  compliance with the provisions of this section, which is injured 
  4.33  competitively by violations of this section by another bank or 
  4.34  savings bank, may institute a civil action in the district court 
  4.35  of this state against that bank or savings bank for an 
  4.36  injunction prohibiting any violation of this section.  The 
  5.1   court, upon proper proof that the defendant has engaged in any 
  5.2   practice in violation of this section, may enjoin the future 
  5.3   commission of that practice.  Proof of monetary damage or loss 
  5.4   of profits shall not be required.  Costs and attorneys' fees may 
  5.5   be allowed to the plaintiff, unless the court directs 
  5.6   otherwise.  The relief provided in this subdivision is in 
  5.7   addition to remedies otherwise available against the same 
  5.8   conduct under the common law or statutes of this state. 
  5.9      Service of process shall be as in any other civil suit, 
  5.10  except that if a defendant in the action is a foreign 
  5.11  corporation or a national banking association with its principal 
  5.12  place of business in another state, service of process may also 
  5.13  be made by personal service outside the state, or in the manner 
  5.14  provided by section 303.13, subdivision 1, clause (3) 5.25, or 
  5.15  in such manner as the court may direct, or in accordance with 
  5.16  section 45.028, subdivision 2.  Process is valid if it satisfies 
  5.17  the requirements of due process of law, whether or not defendant 
  5.18  is doing business in Minnesota regularly or habitually. 
  5.19     Sec. 3.  Minnesota Statutes 1994, section 79A.06, 
  5.20  subdivision 5, is amended to read: 
  5.21     Subd. 5.  [PRIVATE EMPLOYERS WHO HAVE CEASED TO BE 
  5.22  SELF-INSURED.] Private employers who have ceased to be private 
  5.23  self-insurers shall discharge their continuing obligations to 
  5.24  secure the payment of compensation which is accrued during the 
  5.25  period of self-insurance, for purposes of Laws 1988, chapter 
  5.26  674, sections 1 to 21, by compliance with all of the following 
  5.27  obligations of current certificate holders: 
  5.28     (1) Filing reports with the commissioner to carry out the 
  5.29  requirements of this chapter; 
  5.30     (2) Depositing and maintaining a security deposit for 
  5.31  accrued liability for the payment of any compensation which may 
  5.32  become due, pursuant to chapter 176.  However, if a private 
  5.33  employer who has ceased to be a private self-insurer purchases 
  5.34  an insurance policy from an insurer authorized to transact 
  5.35  workers' compensation insurance in this state which provides 
  5.36  coverage of all claims for compensation arising out of injuries 
  6.1   occurring during the period the employer was self-insured, 
  6.2   whether or not reported during that period, the policy will 
  6.3   discharge the obligation of the employer to maintain a security 
  6.4   deposit for the payment of the claims covered under the policy.  
  6.5   The policy may not be issued by an insurer unless it has 
  6.6   previously been approved as to form and substance by the 
  6.7   commissioner; and 
  6.8      (3) Paying within 30 days all assessments of which notice 
  6.9   is sent by the security fund, for a period of seven years from 
  6.10  the last day its certificate of self-insurance was in effect.  
  6.11  Thereafter, the private employer who has ceased to be a private 
  6.12  self-insurer may either:  (a) continue to pay within 30 days all 
  6.13  assessments of which notice is sent by the security fund until 
  6.14  it has no incurred liabilities for the payment of compensation 
  6.15  arising out of injuries during the period of self-insurance; or 
  6.16  (b) pay the security fund a cash payment equal to four percent 
  6.17  of the net present value of all remaining incurred liabilities 
  6.18  for the payment of compensation under sections 176.101 and 
  6.19  176.111 as certified by a member of the casualty actuarial 
  6.20  society.  Assessments shall be based on the benefits paid by the 
  6.21  employer during the calendar year immediately preceding the 
  6.22  calendar year in which the employer's right to self-insure is 
  6.23  terminated or withdrawn. 
  6.24     In addition to proceedings to establish liabilities and 
  6.25  penalties otherwise provided, a failure to comply may be the 
  6.26  subject of a proceeding before the commissioner.  An appeal from 
  6.27  the commissioner's determination may be taken pursuant to the 
  6.28  contested case procedures of chapter 14 within 30 days of the 
  6.29  commissioner's written determination. 
  6.30     Any current or past member of the self-insurers' security 
  6.31  fund is subject to service of process on any claim arising out 
  6.32  of chapter 176 or this chapter in the manner provided by section 
  6.33  303.13, subdivision 1, clause (3) 5.25, or as otherwise provided 
  6.34  by law.  The issuance of a certificate to self-insure to the 
  6.35  private self-insured employer shall be deemed to be the 
  6.36  agreement that any process which is served in accordance with 
  7.1   this section shall be of the same legal force and effect as if 
  7.2   served personally within this state. 
  7.3      Sec. 4.  Minnesota Statutes 1994, section 168.27, 
  7.4   subdivision 19a, is amended to read: 
  7.5      Subd. 19a.  [INJUNCTION.] The commissioner or a county 
  7.6   attorney may institute a civil action in the name of the state 
  7.7   in district court for an injunction prohibiting a violation of 
  7.8   this section.  The court, upon proper proof that the defendant 
  7.9   has engaged in a practice prohibited by this section, may enjoin 
  7.10  the future commission of that practice.  It is not a defense to 
  7.11  an action that the state may have adequate remedies at law.  
  7.12  Service of process must be as in any other civil suit, except 
  7.13  that where a defendant in the action is a natural person or firm 
  7.14  residing outside the state, or is a foreign corporation, service 
  7.15  of process may also be made by personal service outside the 
  7.16  state; in the manner provided by section 303.13, subdivision 1, 
  7.17  paragraph (3) 5.25; or as the court may direct.  Process is 
  7.18  valid if it satisfies the requirements of due process of law, 
  7.19  whether or not the defendant is doing business in Minnesota 
  7.20  regularly or habitually.  Nothing in this subdivision limits the 
  7.21  rights or remedies otherwise available to persons under common 
  7.22  law or other statutes of this state. 
  7.23     Sec. 5.  Minnesota Statutes 1994, section 221.67, is 
  7.24  amended to read: 
  7.25     221.67 [SERVICE OF PROCESS.] 
  7.26     The use of any of the public highways of this state for the 
  7.27  transportation of persons or property for compensation by a 
  7.28  motor carrier in interstate commerce shall be deemed an 
  7.29  irrevocable appointment by the carrier of the secretary of state 
  7.30  to be the carrier's true and lawful attorney upon whom may be 
  7.31  served all legal process in any action or proceeding brought 
  7.32  under this chapter against the carrier or the carrier's 
  7.33  executor, administrator, personal representative, heirs, 
  7.34  successors or assigns.  This use is a signification of agreement 
  7.35  by the interstate motor carrier that any process in any action 
  7.36  against the carrier or the carrier's executor, administrator, 
  8.1   personal representative, heirs, successors, or assigns which is 
  8.2   so served shall be of the same legal force and validity as if 
  8.3   served upon the carrier personally.  Service shall be made by 
  8.4   serving a copy thereof upon the secretary of state or by filing 
  8.5   a copy in the office of the secretary of state, together with 
  8.6   payment of a fee of $35, and the service shall be sufficient 
  8.7   service upon the absent motor carrier if notice of the service 
  8.8   and a copy of the process are within ten days thereafter sent by 
  8.9   mail by the plaintiff to the defendant at the defendant's last 
  8.10  known address according to section 5.25 and the plaintiff's 
  8.11  affidavit of compliance with the provisions of this section and 
  8.12  sections 221.60, 221.65, and 221.68 is must be attached to the 
  8.13  summons.  
  8.14     Sec. 6.  Minnesota Statutes 1994, section 302A.901, 
  8.15  subdivision 1, is amended to read: 
  8.16     Subdivision 1.  [WHO MAY BE SERVED.] A process, notice, or 
  8.17  demand required or permitted by law to be served upon a 
  8.18  corporation may be served either upon the registered agent, if 
  8.19  any, of the corporation named in the articles, or upon an 
  8.20  officer of the corporation, or upon the secretary of state as 
  8.21  provided in this section 5.25. 
  8.22     Sec. 7.  Minnesota Statutes 1994, section 303.03, is 
  8.23  amended to read: 
  8.24     303.03 [FOREIGN CORPORATIONS MUST HAVE CERTIFICATE OF 
  8.25  AUTHORITY.] 
  8.26     No foreign corporation shall transact business in this 
  8.27  state unless it holds a certificate of authority so to do; and 
  8.28  no foreign corporation whose certificate of authority has been 
  8.29  revoked or canceled pursuant to the provisions of this chapter 
  8.30  shall be entitled to obtain a certificate of authority except in 
  8.31  accordance with the provisions of section 303.19.  This section 
  8.32  does not establish standards for those activities that may 
  8.33  subject a foreign corporation to taxation under section 290.015 
  8.34  and to the reporting requirements of section 290.371.  Without 
  8.35  excluding other activities which may not constitute transacting 
  8.36  business in this state, and subject to the provisions of 
  9.1   sections 303.13 5.25 and 543.19, a foreign corporation shall not 
  9.2   be considered to be transacting business in this state for the 
  9.3   purposes of this chapter solely by reason of carrying on in this 
  9.4   state any one or more of the following activities:  
  9.5      (a) Maintaining or defending any action or suit or any 
  9.6   administrative or arbitration proceeding, or effecting the 
  9.7   settlement thereof or the settlement of claims or disputes; 
  9.8      (b) Holding meetings of its directors or shareholders or 
  9.9   carrying on other activities concerning its internal affairs; 
  9.10     (c) Maintaining bank accounts; 
  9.11     (d) Maintaining offices or agencies for the transfer, 
  9.12  exchange, and registration of its securities, or appointing and 
  9.13  maintaining trustees or depositaries with relation to its 
  9.14  securities; 
  9.15     (e) Holding title to and managing real or personal 
  9.16  property, or any interest therein, situated in this state, as 
  9.17  executor of the will or administrator of the estate of any 
  9.18  decedent, as trustee of any trust, or as guardian or conservator 
  9.19  of the person or estate, or both, of any person; 
  9.20     (f) Making, participating in, or investing in loans or 
  9.21  creating, as borrower or lender, or otherwise acquiring 
  9.22  indebtedness or mortgages or other security interests in real or 
  9.23  personal property; 
  9.24     (g) Securing or collecting its debts or enforcing any 
  9.25  rights in property securing them; or 
  9.26     (h) Conducting an isolated transaction completed within a 
  9.27  period of 30 days and not in the course of a number of repeated 
  9.28  transactions of like nature.  
  9.29     Sec. 8.  Minnesota Statutes 1994, section 303.06, 
  9.30  subdivision 1, is amended to read: 
  9.31     Subdivision 1.  [CONTENTS.] In order to procure a 
  9.32  certificate of authority to transact business in this state, a 
  9.33  foreign corporation shall make application therefor to the 
  9.34  secretary of state, which application shall set forth: 
  9.35     (1) the name of the corporation and the state or country 
  9.36  under the laws of which it is organized; 
 10.1      (2) if the name of the corporation does not comply with 
 10.2   section 303.05, then the name which it agrees to use in this 
 10.3   state; 
 10.4      (3) the address of its proposed registered office in this 
 10.5   state and the name of its proposed registered agent in this 
 10.6   state; 
 10.7      (4) that it irrevocably consents to the service of process 
 10.8   upon it as set forth in section 303.13 5.25, or any amendment 
 10.9   thereto; and 
 10.10     (5) a statement that the officers executing the application 
 10.11  have been duly authorized so to do by the board of directors of 
 10.12  the corporation.  
 10.13     Sec. 9.  Minnesota Statutes 1994, section 303.13, 
 10.14  subdivision 1, is amended to read: 
 10.15     Subdivision 1.  [FOREIGN CORPORATION.] A foreign 
 10.16  corporation shall be subject to service of process, as follows: 
 10.17     (1) by service on its registered agent.; or 
 10.18     (2) When any foreign corporation authorized to transact 
 10.19  business in this state fails to appoint or maintain in this 
 10.20  state a registered agent upon whom service of process may be 
 10.21  had, or whenever any registered agent cannot be found at its 
 10.22  registered office in this state, as shown by the return of the 
 10.23  sheriff of the county in which the registered office is 
 10.24  situated, or by an affidavit of attempted service by any person 
 10.25  not a party, or whenever any corporation withdraws from the 
 10.26  state, or whenever the certificate of authority of any foreign 
 10.27  corporation is revoked or canceled, service may be made by 
 10.28  delivering to and leaving with the secretary of state, or with 
 10.29  any authorized deputy or clerk in the secretary of state's 
 10.30  office, two copies thereof and a fee of $50; provided, that 
 10.31  after a foreign corporation withdraws from the state, pursuant 
 10.32  to section 303.16, service upon the corporation may be made 
 10.33  pursuant to the provisions of this section only when based upon 
 10.34  a liability or obligation of the corporation incurred within 
 10.35  this state or arising out of any business done in this state by 
 10.36  the corporation prior to the issuance of a certificate of 
 11.1   withdrawal. 
 11.2      (3) If a foreign corporation makes a contract with a 
 11.3   resident of Minnesota to be performed in whole or in part by 
 11.4   either party in Minnesota, or if a foreign corporation commits a 
 11.5   tort in whole or in part in Minnesota against a resident of 
 11.6   Minnesota, such acts shall be deemed to be doing business in 
 11.7   Minnesota by the foreign corporation and shall be deemed 
 11.8   equivalent to the appointment by the foreign corporation of the 
 11.9   secretary of the state of Minnesota and successors to be its 
 11.10  true and lawful attorney upon whom may be served all lawful 
 11.11  process in any actions or proceedings against the foreign 
 11.12  corporation arising from or growing out of the contract or 
 11.13  tort.  Process shall be served in duplicate upon the secretary 
 11.14  of state, together with the address to which service is to be 
 11.15  sent and a fee of $50 and the secretary of state shall mail one 
 11.16  copy thereof to the corporation at the last address listed on 
 11.17  the records of the secretary of state or the address provided by 
 11.18  the party requesting service, and the corporation shall have 30 
 11.19  days within which to answer from the date of the mailing, 
 11.20  notwithstanding any other provision of the law.  The making of 
 11.21  the contract or the committing of the tort shall be deemed to be 
 11.22  the agreement of the foreign corporation that any process 
 11.23  against it which is so served upon the secretary of state shall 
 11.24  be of the same legal force and effect as if served personally on 
 11.25  it within the state of Minnesota as provided in section 5.25. 
 11.26     Sec. 10.  Minnesota Statutes 1994, section 309.56, 
 11.27  subdivision 1, is amended to read: 
 11.28     Subdivision 1.  Any charitable organization or professional 
 11.29  fund raiser which solicits contributions in this state, but does 
 11.30  not maintain an office within the state shall be subject to 
 11.31  service of process, as follows: 
 11.32     (a) By service thereof on its registered agent within the 
 11.33  state, or if there be no such registered agent, then upon the 
 11.34  person, if any, who has been designated in the registration 
 11.35  statement as having custody of books and records within this 
 11.36  state; where service is effected upon the person so designated 
 12.1   in the registration statement a copy of the process shall, in 
 12.2   addition, be mailed to the charitable organization or 
 12.3   professional fund raiser at its last known address; 
 12.4      (b) When a charitable organization or professional fund 
 12.5   raiser has solicited contributions in this state, but maintains 
 12.6   no office within the state, has no registered agent within the 
 12.7   state, and no designated person having custody of its books and 
 12.8   records within the state, or when a registered agent or person 
 12.9   having custody of its books and records within the state cannot 
 12.10  be found as shown by the return of the sheriff of the county in 
 12.11  which such registered agent or person having custody of books 
 12.12  and records has been represented by the charitable organization 
 12.13  or professional fund raiser as maintaining an office, service 
 12.14  may be made as in any other civil suit, or in the manner 
 12.15  provided by section 303.13, subdivision 1, clause (3) 5.25, or 
 12.16  in a manner as the court may direct. 
 12.17     Sec. 11.  Minnesota Statutes 1994, section 317A.901, 
 12.18  subdivision 1, is amended to read: 
 12.19     Subdivision 1.  [WHO MAY BE SERVED.] A process, notice, or 
 12.20  demand required or permitted by law to be served upon a 
 12.21  corporation may be served upon the registered agent, if any, of 
 12.22  the corporation named in the articles, upon an officer of the 
 12.23  corporation, or upon the secretary of state as provided in this 
 12.24  section 5.25. 
 12.25     Sec. 12.  Minnesota Statutes 1994, section 322A.761, is 
 12.26  amended to read: 
 12.27     322A.761 [SERVICE OF PROCESS ON LIMITED PARTNERSHIP OR 
 12.28  FOREIGN LIMITED PARTNERSHIP.] 
 12.29     A process, notice, or demand required or permitted by law 
 12.30  to be served upon a limited partnership or foreign limited 
 12.31  partnership may be served either upon the registered agent, if 
 12.32  any, of the limited partnership or foreign limited partnership 
 12.33  named in the certificate or registration, or upon a general 
 12.34  partner of the limited partnership or foreign limited 
 12.35  partnership, or upon the secretary of state as provided in 
 12.36  section 302A.901 5.25.  
 13.1      Sec. 13.  Minnesota Statutes 1994, section 322B.876, 
 13.2   subdivision 1, is amended to read: 
 13.3      Subdivision 1.  [WHO MAY BE SERVED.] A process, notice, or 
 13.4   demand required or permitted by law to be served upon a limited 
 13.5   liability company may be served either upon the registered 
 13.6   agent, if any, of the limited liability company named in the 
 13.7   articles of organization, or upon a manager of the limited 
 13.8   liability company, or upon the secretary of state as provided in 
 13.9   this section 5.25. 
 13.10     Sec. 14.  Minnesota Statutes 1994, section 322B.955, is 
 13.11  amended to read: 
 13.12     322B.955 [SERVICE OF PROCESS.] 
 13.13     Service of process on a foreign limited liability company 
 13.14  must be as provided in section 322B.876 5.25. 
 13.15     Sec. 15.  Minnesota Statutes 1994, section 323.47, 
 13.16  subdivision 1, is amended to read: 
 13.17     Subdivision 1.  [WHO MAY BE SERVED.] A process, notice, or 
 13.18  demand required or permitted by law to be served on a limited 
 13.19  liability partnership may be served either on the registered 
 13.20  agent of the limited liability partnership, if any, or on any 
 13.21  responsible person found at the registered office of the limited 
 13.22  liability partnership or on the secretary of state as provided 
 13.23  in this section 5.25. 
 13.24     Sec. 16.  Minnesota Statutes 1994, section 325F.70, 
 13.25  subdivision 2, is amended to read: 
 13.26     Subd. 2.  [SERVICE OF PROCESS.] Service of process shall be 
 13.27  as in any other civil suit, except that where a defendant in 
 13.28  such action is a natural person or firm residing outside the 
 13.29  state, or is a foreign corporation, service of process may also 
 13.30  be made by personal service outside the state, or in the manner 
 13.31  provided by section 303.13, subdivision 1(3) 5.25, or in such 
 13.32  manner as the court may direct.  Process is valid if it 
 13.33  satisfies the requirements of due process of law, whether or not 
 13.34  defendant is doing business in Minnesota regularly or habitually.
 13.35     Sec. 17.  Minnesota Statutes 1994, section 330.11, 
 13.36  subdivision 3, is amended to read: 
 14.1      Subd. 3.  Every nonresident applicant shall file an 
 14.2   irrevocable consent that suits and actions may be commenced 
 14.3   against such applicant in any court of competent jurisdiction in 
 14.4   this state by the service on the secretary of state of any 
 14.5   summons, process, or pleadings authorized by the laws of the 
 14.6   state of Minnesota.  This consent shall stipulate that the 
 14.7   service of such process or pleadings on the secretary of state 
 14.8   shall be taken and held in all courts to be as valid and binding 
 14.9   as if due service had been made upon the applicant in the state 
 14.10  of Minnesota.  In case any summons, process, or pleadings are 
 14.11  served upon the secretary of state, it shall be by duplicate 
 14.12  copies, one of which shall be retained in the office of the 
 14.13  secretary of state, and the other to be forwarded immediately by 
 14.14  certified mail to the address of the applicant, as shown by the 
 14.15  records of the secretary of state, against whom the summons, 
 14.16  process, or pleadings may be divested.  A fee of $35 must be 
 14.17  paid to the secretary of state for each service according to 
 14.18  section 5.25. 
 14.19     Sec. 18.  Minnesota Statutes 1994, section 540.152, is 
 14.20  amended to read: 
 14.21     540.152 [SERVICE OF PROCESS ON UNIONS, GROUPS, OR 
 14.22  ASSOCIATIONS.] 
 14.23     The transaction of any acts, business, or activities within 
 14.24  the state of Minnesota by any officer, agent, representative, 
 14.25  employee, or member of any union or other groups or associations 
 14.26  having officers, agents, members, or property without the state 
 14.27  on behalf of the union or other groups or associations or any of 
 14.28  its members or affiliated local unions shall be deemed an 
 14.29  appointment by the union or other groups or associations of the 
 14.30  secretary of state of the state of Minnesota to be the true and 
 14.31  lawful attorney of the union or other groups or associations, 
 14.32  upon whom may be served all legal processes or notices in any 
 14.33  action or proceeding against or involving the union or other 
 14.34  groups or associations growing out of any acts, business or 
 14.35  activities within the state of Minnesota resulting in damage or 
 14.36  loss to person or property or giving rise to any cause of action 
 15.1   under the laws of the state of Minnesota or to any matters or 
 15.2   proceedings arising under the Minnesota labor relations act. 
 15.3   Such acts, business, or activities shall be a signification of 
 15.4   the agreement of the union or other groups or associations and 
 15.5   its members that any process or notice in any action, matter, or 
 15.6   proceeding against or involving it, which is so served, shall be 
 15.7   of the same legal force and validity as if served upon the union 
 15.8   or other groups or associations and its members personally.  
 15.9   Service of process or notice shall be made by filing a copy 
 15.10  thereof in the office of the secretary of state, together with 
 15.11  payment of a fee of $35 and together with an affidavit stating 
 15.12  that no officer or managing agent of the union or other group or 
 15.13  association has been found in this state and setting forth an 
 15.14  address to which the service shall be forwarded according to 
 15.15  section 5.25.  The service shall be sufficient service upon the 
 15.16  union or other groups or associations and its members.  Notice 
 15.17  of service and a copy of the process or notice shall, within ten 
 15.18  days thereafter, be sent by mail by the person who caused it to 
 15.19  be served on the union or other groups or associations at its 
 15.20  last known address and an affidavit of compliance with the 
 15.21  provisions of this chapter shall be filed with the court or 
 15.22  other state agency or department before which the action, 
 15.23  matter, or proceeding is pending.  
 15.24     Sec. 19.  Minnesota Statutes 1994, section 543.08, is 
 15.25  amended to read: 
 15.26     543.08 [SUMMONS, SERVICE UPON CERTAIN CORPORATIONS.] 
 15.27     If a private domestic corporation has no officer at the 
 15.28  registered office of the corporation within the state upon whom 
 15.29  service can be made, of which fact the return of the sheriff of 
 15.30  the county in which that office is located, or the affidavit of 
 15.31  a private person not a party, that none can be found in that 
 15.32  county shall be conclusive evidence, service of the summons upon 
 15.33  it may be made by depositing two copies, together with a fee of 
 15.34  $35 with the secretary of state, which shall be deemed personal 
 15.35  service upon the corporation.  One of the copies shall be filed 
 15.36  by the secretary, and the other forthwith mailed by the 
 16.1   secretary to the corporation by certified mail, if the place of 
 16.2   its main office is known to the secretary or is disclosed by the 
 16.3   files in the office according to section 5.25. 
 16.4      If the defendant is a foreign insurance corporation, the 
 16.5   summons may be served in compliance with section 45.028, 
 16.6   subdivision 2. 
 16.7      Sec. 20.  [REPEALER.] 
 16.8      Minnesota Statutes 1994, sections 302A.901, subdivisions 2, 
 16.9   2a, 3, and 4; 303.13, subdivisions 2, 3, 4, and 5; 317A.901, 
 16.10  subdivisions 2, 3, and 4; 322B.876, subdivisions 2, 3, and 4; 
 16.11  and 323.47, subdivisions 2, 3, and 4, are repealed. 
 16.12                             ARTICLE 2
 16.13     Section 1.  Minnesota Statutes 1994, section 302A.115, 
 16.14  subdivision 1, is amended to read: 
 16.15     Subdivision 1.  [REQUIREMENTS; PROHIBITIONS.] The corporate 
 16.16  name:  
 16.17     (a) Shall be in the English language or in any other 
 16.18  language expressed in English letters or characters; 
 16.19     (b) Shall contain the word "corporation," "incorporated," 
 16.20  or "limited," or shall contain an abbreviation of one or more of 
 16.21  these words, or the word "company" or the abbreviation "Co." if 
 16.22  that word or abbreviation is not immediately preceded by the 
 16.23  word "and" or the character "&"; 
 16.24     (c) Shall not contain a word or phrase that indicates or 
 16.25  implies that it is incorporated for a purpose other than a legal 
 16.26  business purpose; 
 16.27     (d) Shall be distinguishable upon the records in the office 
 16.28  of the secretary of state from the name of each domestic 
 16.29  corporation, limited partnership, limited liability partnership, 
 16.30  and limited liability company, whether profit or nonprofit, and 
 16.31  each foreign corporation, limited partnership, limited liability 
 16.32  partnership, and limited liability company authorized or 
 16.33  registered to do business in this state, whether profit or 
 16.34  nonprofit, and each name the right to which is, at the time of 
 16.35  incorporation, reserved as provided for in sections 302A.117, 
 16.36  322A.03, 322B.125, or 333.001 to 333.54, unless there is filed 
 17.1   with the articles one of the following:  
 17.2      (1) The written consent of the domestic corporation, 
 17.3   limited partnership, limited liability partnership, or limited 
 17.4   liability company, or the foreign corporation, limited 
 17.5   partnership, limited liability partnership, or limited liability 
 17.6   company authorized or registered to do business in this state or 
 17.7   the holder of a reserved name or a name filed by or registered 
 17.8   with the secretary of state under sections 333.001 to 333.54 
 17.9   having a name that is not distinguishable; 
 17.10     (2) A certified copy of a final decree of a court in this 
 17.11  state establishing the prior right of the applicant to the use 
 17.12  of the name in this state; or 
 17.13     (3) The applicant's affidavit that the corporation, limited 
 17.14  partnership, or limited liability company with the name that is 
 17.15  not distinguishable has been incorporated or on file in this 
 17.16  state for at least three years prior to the affidavit, if it is 
 17.17  a domestic corporation, limited partnership, or limited 
 17.18  liability company, or has been authorized or registered to do 
 17.19  business in this state for at least three years prior to the 
 17.20  affidavit, if it is a foreign corporation, limited partnership, 
 17.21  or limited liability company, or that the holder of a name filed 
 17.22  or registered with the secretary of state under sections 333.001 
 17.23  to 333.54 filed or registered that name at least three years 
 17.24  prior to the affidavit; that the corporation, limited 
 17.25  partnership, or limited liability company or holder has not 
 17.26  during the three-year period filed any document with the 
 17.27  secretary of state; that the applicant has mailed written notice 
 17.28  to the corporation, limited partnership, or limited liability 
 17.29  company or the holder of a name filed or registered with the 
 17.30  secretary of state under sections 333.001 to 333.54 by certified 
 17.31  mail, return receipt requested, properly addressed to the 
 17.32  registered office of the corporation or in care of the agent of 
 17.33  the limited partnership, or the address of the holder of a name 
 17.34  filed or registered with the secretary of state under sections 
 17.35  333.001 to 333.54, shown in the records of the secretary of 
 17.36  state, stating that the applicant intends to use a name that is 
 18.1   not distinguishable and the notice has been returned to the 
 18.2   applicant as undeliverable to the addressee corporation, limited 
 18.3   partnership, limited liability company, or holder of a name 
 18.4   filed or registered with the secretary of state under sections 
 18.5   333.001 to 333.54; that the applicant, after diligent inquiry, 
 18.6   has been unable to find any telephone listing for the 
 18.7   corporation, limited partnership, or limited liability company 
 18.8   with the name that is not distinguishable in the county in which 
 18.9   is located the registered office of the corporation, limited 
 18.10  partnership, or limited liability company shown in the records 
 18.11  of the secretary of state or has been unable to find any 
 18.12  telephone listing for the holder of a name filed or registered 
 18.13  with the secretary of state under sections 333.001 to 333.54 in 
 18.14  the county in which is located the address of the holder shown 
 18.15  in the records of the secretary of state; and that the applicant 
 18.16  has no knowledge that the corporation, limited partnership, 
 18.17  limited liability company, or holder of a name filed or 
 18.18  registered with the secretary of state under sections 333.001 to 
 18.19  333.54 is currently engaged in business in this state.  
 18.20     Sec. 2.  Minnesota Statutes 1994, section 308A.121, 
 18.21  subdivision 1, is amended to read: 
 18.22     Subdivision 1.  [NAME.] The name of a cooperative must 
 18.23  distinguish the cooperative upon the records in the office of 
 18.24  the secretary of state from the name of a domestic corporation, 
 18.25  whether profit or nonprofit, or a limited partnership, or a 
 18.26  foreign corporation or a limited partnership authorized or 
 18.27  registered to do business in this state, whether profit or 
 18.28  nonprofit, a limited liability company, whether domestic or 
 18.29  foreign, a limited liability partnership, whether domestic or 
 18.30  foreign, or a name the right to which is, at the time of 
 18.31  incorporation, reserved or provided for in sections 302A.117, 
 18.32  317A.117, 322A.03, 322B.125, or 333.001 to 333.54. 
 18.33     Sec. 3.  Minnesota Statutes 1994, section 317A.115, 
 18.34  subdivision 2, is amended to read: 
 18.35     Subd. 2.  [NAME MUST BE DISTINGUISHABLE.] (a) A corporate 
 18.36  name must be distinguishable upon the records in the office of 
 19.1   the secretary of state from the name of a domestic corporation 
 19.2   or limited partnership, a foreign corporation or limited 
 19.3   partnership authorized or registered to do business in this 
 19.4   state, whether profit or nonprofit, a limited liability company, 
 19.5   whether domestic or foreign, a limited liability partnership, 
 19.6   whether domestic or foreign, or a name the right to which is, at 
 19.7   the time of incorporation, reserved, registered, or provided for 
 19.8   in section 317A.117, 302A.117, 322A.03, 322B.125, or sections 
 19.9   333.001 to 333.54, unless one of the following is filed with the 
 19.10  articles:  
 19.11     (1) the written consent of the organization having the name 
 19.12  that is not distinguishable; 
 19.13     (2) a certified copy of a final decree of a court in this 
 19.14  state establishing the prior right of the applicant to use its 
 19.15  corporate name in this state; or 
 19.16     (3) an affidavit of nonuse of the kind required by section 
 19.17  302A.115, subdivision 1, paragraph (d), clause (3). 
 19.18     (b) The secretary of state shall determine whether a name 
 19.19  is distinguishable from another name for purposes of this 
 19.20  section and section 317A.117. 
 19.21     (c) This subdivision does not affect the right of a 
 19.22  corporation existing on January 1, 1991, or a foreign 
 19.23  corporation authorized to do business in this state on that 
 19.24  date, to use its corporate name. 
 19.25     Sec. 4.  Minnesota Statutes 1994, section 322A.02, is 
 19.26  amended to read: 
 19.27     322A.02 [NAME.] 
 19.28     (a) The name of each limited partnership as set forth in 
 19.29  its certificate of limited partnership: 
 19.30     (1) shall contain without abbreviation the words "limited 
 19.31  partnership"; 
 19.32     (2) may not contain the name of a limited partner unless 
 19.33  (i) it is also the name of a general partner or the corporate 
 19.34  name of a corporate general partner, or (ii) the business of the 
 19.35  limited partnership had been carried on under that name before 
 19.36  the admission of that limited partner; 
 20.1      (3) must be distinguishable from the name of a domestic 
 20.2   corporation or limited partnership, whether profit or nonprofit, 
 20.3   or a foreign corporation or limited partnership authorized or 
 20.4   registered to do business in this state, whether profit or 
 20.5   nonprofit, a limited liability company, whether domestic or 
 20.6   foreign, a limited liability partnership, whether domestic or 
 20.7   foreign, or a name the right to which is reserved or provided 
 20.8   for in the manner provided for in sections 302A.117, 322A.03, 
 20.9   322B.125, or 333.001 to 333.54, unless there is filed with the 
 20.10  certificate a written consent, court decree of prior right, or 
 20.11  affidavit of nonuse, of the kind required by section 302A.115, 
 20.12  subdivision 1, paragraph (d); and 
 20.13     (4) may not contain the following words:  corporation, 
 20.14  incorporated. 
 20.15     The secretary of state shall determine whether a name is 
 20.16  "distinguishable" from another name for purposes of this section 
 20.17  and section 322A.03.  This section does not abrogate or limit 
 20.18  the law of unfair competition or unfair practices, nor sections 
 20.19  333.001 to 333.54, nor the laws of the United States with 
 20.20  respect to the right to acquire and protect copyrights, 
 20.21  trademarks, service names, service marks, or any other rights to 
 20.22  the exclusive use of names or symbols, nor derogate the common 
 20.23  law or principles of equity.  
 20.24     (b) A person doing business in this state may contest the 
 20.25  subsequent registration of a name with the office of the 
 20.26  secretary of state as provided in section 5.22. 
 20.27     Sec. 5.  Minnesota Statutes 1994, section 322B.12, 
 20.28  subdivision 1, is amended to read: 
 20.29     Subdivision 1.  [REQUIREMENTS AND PROHIBITIONS.] The 
 20.30  limited liability company name must: 
 20.31     (1) be in the English language or in any other language 
 20.32  expressed in English letters or characters; 
 20.33     (2) contain the words "limited liability company," or must 
 20.34  contain the abbreviation "LLC" or, in the case of an 
 20.35  organization formed pursuant to section 319A.03, must contain 
 20.36  the words "professional limited liability company," or the 
 21.1   abbreviation "PLC"; 
 21.2      (3) not contain the word corporation or incorporated and 
 21.3   must not contain the abbreviation of either or both of these 
 21.4   words; 
 21.5      (4) not contain a word or phrase that indicates or implies 
 21.6   that it is organized for a purpose other than a legal business 
 21.7   purpose; and 
 21.8      (5) be distinguishable upon the records in the office of 
 21.9   the secretary of state from the name of a domestic limited 
 21.10  liability company, limited liability partnership, corporation, 
 21.11  or limited partnership, whether profit or nonprofit, or a 
 21.12  foreign limited liability company, limited liability 
 21.13  partnership, corporation, or limited partnership authorized or 
 21.14  registered to do business in this state, whether profit or 
 21.15  nonprofit, or a name the right to which is, at the time of 
 21.16  organization, reserved or provided for in sections 302A.117, 
 21.17  317A.117, 322A.03, 322B.125, or 333.001 to 333.54, unless there 
 21.18  is filed with the articles of organization one of the following: 
 21.19     (i) the written consent of the domestic limited liability 
 21.20  company, limited liability partnership, corporation, or limited 
 21.21  partnership or foreign limited liability company, limited 
 21.22  liability partnership, corporation, or limited partnership 
 21.23  authorized or registered to do business in this state or the 
 21.24  holder of a reserved name or a name filed by or registered with 
 21.25  the secretary of state under sections 333.001 to 333.54 having a 
 21.26  name that is not distinguishable; 
 21.27     (ii) a certified copy of a final decree of a court in this 
 21.28  state establishing the prior right of the applicant to the use 
 21.29  of the name in this state; or 
 21.30     (iii) the applicant's affidavit that the limited liability 
 21.31  company, corporation, or limited partnership with the name that 
 21.32  is not distinguishable has been organized, incorporated, or on 
 21.33  file in this state for at least three years prior to the 
 21.34  affidavit, if it is a domestic limited liability company, 
 21.35  corporation, or limited partnership, or has been authorized or 
 21.36  registered to do business in this state for at least three years 
 22.1   prior to the affidavit, if it is a foreign limited liability 
 22.2   company, corporation, or limited partnership, or that the holder 
 22.3   of a name filed or registered with the secretary of state under 
 22.4   sections 333.001 to 333.54 filed or registered that name at 
 22.5   least three years prior to the affidavit, and has not during the 
 22.6   three-year period filed any document with the secretary of 
 22.7   state; that the applicant has mailed written notice to the 
 22.8   limited liability company, corporation, or limited partnership 
 22.9   or the holder of a name filed or registered with the secretary 
 22.10  of state under sections 333.001 to 333.54 by certified mail, 
 22.11  return receipt requested, properly addressed to the registered 
 22.12  office of the limited liability company or corporation or in 
 22.13  care of the agent of the limited partnership, or the address of 
 22.14  the holder of a name filed or registered with the secretary of 
 22.15  state under sections 333.001 to 333.54, shown in the records of 
 22.16  the secretary of state, that the applicant intends to use a name 
 22.17  that is not distinguishable and the notice has been returned to 
 22.18  the applicant as undeliverable to the addressee limited 
 22.19  liability company, corporation, or limited partnership or holder 
 22.20  of a name filed or registered with the secretary of state under 
 22.21  sections 333.001 to 333.54; that the applicant, after diligent 
 22.22  inquiry, has been unable to find any telephone listing for the 
 22.23  limited liability company, corporation, or limited partnership 
 22.24  with the name that is not distinguishable in the county in which 
 22.25  is located the registered office of the limited liability 
 22.26  company or corporation shown in the records of the secretary of 
 22.27  state or has been unable to find any telephone listing for the 
 22.28  holder of a name filed or registered with the secretary of state 
 22.29  under sections 333.001 to 333.54 in the county in which is 
 22.30  located the address of the holder shown in the records of the 
 22.31  secretary of state; and that the applicant has no knowledge that 
 22.32  the limited liability company, corporation, or limited 
 22.33  partnership or holder of a name filed or registered with the 
 22.34  secretary of state under sections 333.001 to 333.54 is currently 
 22.35  engaged in business in this state. 
 22.36                             ARTICLE 3
 23.1      Section 1.  Minnesota Statutes 1994, section 5.22, 
 23.2   subdivision 1, is amended to read: 
 23.3      Subdivision 1.  [NOTICE OF CONTEST; DEPOSIT.] A person 
 23.4   doing business in this state may contest the subsequent 
 23.5   registration of a name with the office of the secretary of state 
 23.6   by filing an acknowledged notice of contest with the secretary 
 23.7   of state and sending a copy of the notice of contest to the 
 23.8   person who subsequently registered the contested name.  However, 
 23.9   the secretary will not accept a contest between persons 
 23.10  registered under sections 333.001 to 333.06.  The notice to the 
 23.11  secretary of state must be accompanied by a $100 deposit, which 
 23.12  the secretary of state shall award to the prevailing party in 
 23.13  the contest. 
 23.14     Sec. 2.  Minnesota Statutes 1994, section 302A.121, 
 23.15  subdivision 1, is amended to read: 
 23.16     Subdivision 1.  [REGISTERED OFFICE.] A corporation shall 
 23.17  continuously maintain a registered office in this state.  A 
 23.18  registered office need not be the same as the principal place of 
 23.19  business or the principal executive office of the 
 23.20  corporation.  If the current registered office address listed in 
 23.21  the records of the secretary of state is not in compliance with 
 23.22  section 302A.011, subdivision 3, the corporation must provide a 
 23.23  new registered office address that is in compliance.  A fee may 
 23.24  not be charged if the registered office address is being changed 
 23.25  only to bring the address into compliance.  The new registered 
 23.26  office address must have been approved by the board of directors.
 23.27     Sec. 3.  Minnesota Statutes 1994, section 302A.701, is 
 23.28  amended to read: 
 23.29     302A.701 [METHODS OF DISSOLUTION.] 
 23.30     A corporation may be dissolved:  
 23.31     (a) By the incorporators pursuant to section 302A.711; 
 23.32     (b) By the shareholders pursuant to sections 302A.721 to 
 23.33  302A.7291; or 
 23.34     (c) By order of a court pursuant to sections 302A.741 to 
 23.35  302A.765; or 
 23.36     (d) By the secretary of state according to section 302A.821.
 24.1      Sec. 4.  Minnesota Statutes 1994, section 303.14, 
 24.2   subdivision 3, is amended to read: 
 24.3      Subd. 3.  [FORMS.] The annual report shall be made on forms 
 24.4   prescribed by the secretary of state, one part setting forth the 
 24.5   facts required by subdivision 1, clauses (1) to (3), and the 
 24.6   other part the facts required by subdivision 1, clauses (4), 
 24.7   (5), and (6).  The report shall be executed by the president, 
 24.8   vice-president, treasurer, an assistant treasurer, secretary, or 
 24.9   assistant secretary of the corporation.  If the corporation is 
 24.10  in the hands of a receiver or trustee, the report shall be 
 24.11  executed on behalf of the corporation and verified by the 
 24.12  receiver or trustee.  
 24.13     Sec. 5.  Minnesota Statutes 1994, section 317A.823, 
 24.14  subdivision 1, is amended to read: 
 24.15     Subdivision 1.  [NOTICE FROM SECRETARY OF STATE; 
 24.16  REGISTRATION REQUIRED.] (a) Except for corporations to which 
 24.17  paragraph (c) applies, before July 1 of each year, the secretary 
 24.18  of state shall mail a corporate registration form to each 
 24.19  corporation that incorporated or filed a corporate registration 
 24.20  during either of the previous two calendar years at its last 
 24.21  registered office address listed on the records of the secretary 
 24.22  of state.  The form must include the exact legal corporate name 
 24.23  and registered office address currently on file with the 
 24.24  secretary of state along with the name of the person who 
 24.25  performs the functions of the president.  The secretary of state 
 24.26  may also give notice of the requirement to file the annual 
 24.27  registration by any other means the secretary of state considers 
 24.28  appropriate.  
 24.29     (b) A corporation shall file a corporate registration with 
 24.30  the secretary of state once each calendar year.  The 
 24.31  registration must be signed by an authorized person.  If the 
 24.32  corporation has changed its registered office address to an 
 24.33  address other than that listed on the records of the secretary 
 24.34  of state, the corporation shall file the new registered office 
 24.35  address on the registration form.  If the registration shows a 
 24.36  change of registered office address, the registration must be 
 25.1   signed by an authorized person.  A fee of $35 must be paid for 
 25.2   filing the registered office address change.  The new address 
 25.3   must comply with section 317A.011, subdivision 2, and must have 
 25.4   been approved by the board.  
 25.5      (c) The timely filing of an annual financial report and 
 25.6   audit or an annual financial statement under section 69.051, 
 25.7   subdivision 1 or 1a, by a volunteer firefighter relief 
 25.8   association, as reflected in the notification by the state 
 25.9   auditor under section 69.051, subdivision 1c, constitutes 
 25.10  presentation of the corporate registration.  The secretary of 
 25.11  state may reject the registration by the volunteer firefighter 
 25.12  relief association.  Rejection must occur if the information 
 25.13  provided to the state auditor does not match the information in 
 25.14  the records of the secretary of state.  The volunteer 
 25.15  firefighter relief association may amend the articles of 
 25.16  incorporation as provided in sections 317A.131 to 317A.151 so 
 25.17  that the information from the state auditor may be accepted for 
 25.18  filing.  The timely filing of an annual financial report and 
 25.19  audit or an annual financial statement under section 69.051, 
 25.20  subdivision 1 or 1a, does not relieve the volunteer firefighter 
 25.21  relief association of the requirement to file amendments to the 
 25.22  articles of incorporation directly with the secretary of state. 
 25.23     Sec. 6.  Minnesota Statutes 1994, section 319A.03, is 
 25.24  amended to read: 
 25.25     319A.03 [FORMATION.] 
 25.26     One or more natural professional persons may form a 
 25.27  corporation pursuant to chapter 302A, or 317A and one or more 
 25.28  natural professional persons may, organize a limited liability 
 25.29  company pursuant to chapter 322B, or register a limited 
 25.30  liability partnership according to chapter 323 for the purposes 
 25.31  hereinafter set forth.  In addition to providing the information 
 25.32  required by the chapter under which the entity is formed, 
 25.33  organized, or registered, the following information is also 
 25.34  required in the forming, organizing, or registration document: 
 25.35     (1) the name of the corporation, limited liability company, 
 25.36  or limited liability partnership, which must comply with section 
 26.1   319A.07; 
 26.2      (2) the purpose of the corporation, limited liability 
 26.3   company, or limited liability partnership, which must comply 
 26.4   with section 319A.04; 
 26.5      (3) that the shareholders of the corporation, members of 
 26.6   the limited liability company, or partners in a limited 
 26.7   liability partnership may only be professional persons licensed 
 26.8   to render the kind of professional services that fit the purpose 
 26.9   of the corporation, limited liability company, or limited 
 26.10  liability partnership; and 
 26.11     (4) that the officers and directors of a corporation, the 
 26.12  governors and managers of a limited liability company, and the 
 26.13  partners of a limited liability partnership, other than the 
 26.14  secretary and treasurer and their assistants, must be 
 26.15  professional persons licensed to render the kind of professional 
 26.16  services that fit the purpose of the corporation, limited 
 26.17  liability company, or limited liability partnership. 
 26.18     Sec. 7.  Minnesota Statutes 1994, section 319A.06, 
 26.19  subdivision 2, is amended to read: 
 26.20     Subd. 2.  A foreign professional corporation may provide 
 26.21  professional service in this state only upon compliance with 
 26.22  sections 303.01 to 303.24, or 322B.90 to 322B.955, or 323.44 to 
 26.23  323.49, regulating foreign corporations, foreign limited 
 26.24  liability companies, and foreign limited liability partnerships, 
 26.25  respectively.  The secretary of state shall promulgate forms for 
 26.26  such purpose.  The provisions of sections 319A.01 to 319A.22 
 26.27  relating to the rendering of professional service by a 
 26.28  professional corporation apply to a foreign professional 
 26.29  corporation.  Sections 319A.01 to 319A.22 shall not be construed 
 26.30  to prohibit the rendering of professional service in this state 
 26.31  by a person who is a shareholder, director, officer, employee, 
 26.32  or agent of a foreign professional corporation, if the person 
 26.33  could lawfully render professional service in this state in the 
 26.34  absence of any relationship to the foreign professional 
 26.35  corporation, irrespective of whether the foreign professional 
 26.36  corporation is authorized to provide professional service in 
 27.1   this state. 
 27.2      Sec. 8.  Minnesota Statutes 1994, section 322B.80, 
 27.3   subdivision 1, is amended to read: 
 27.4      Subdivision 1.  [DISSOLUTION EVENTS.] A limited liability 
 27.5   company dissolves upon the occurrence of any of the following 
 27.6   events:  
 27.7      (1) when the period fixed in the articles of organization 
 27.8   for the duration of the limited liability company expires; 
 27.9      (2) by order of a court pursuant to sections 322B.833 and 
 27.10  322B.843; 
 27.11     (3) by action of the organizers pursuant to section 
 27.12  322B.803; 
 27.13     (4) by action of the members pursuant to section 322B.806; 
 27.14  or 
 27.15     (5) upon the occurrence of an event that terminates the 
 27.16  continued membership of a member in the limited liability 
 27.17  company, including: 
 27.18     (i) death of any member; 
 27.19     (ii) retirement of any member; 
 27.20     (iii) resignation of any member; 
 27.21     (iv) redemption of a member's complete membership interest; 
 27.22     (v) assignment of a member's governance rights under 
 27.23  section 322B.313 which leaves the assignor with no governance 
 27.24  rights; 
 27.25     (vi) a buy-out of a member's membership interest under 
 27.26  section 322B.833 that leaves that member with no governance 
 27.27  rights; 
 27.28     (vii) expulsion of any member; 
 27.29     (viii) bankruptcy of any member; 
 27.30     (ix) dissolution of any member; 
 27.31     (x) a merger in which the limited liability company is not 
 27.32  the surviving organization; 
 27.33     (xi) an exchange in which the limited liability company is 
 27.34  not the acquiring organization; or 
 27.35     (xii) the occurrence of any other event that terminates the 
 27.36  continued membership of a member in the limited liability 
 28.1   company, 
 28.2   but the limited liability company is not dissolved and is not 
 28.3   required to be wound up by reason of any event that terminates 
 28.4   the continued membership of a member if (A) either there are at 
 28.5   least two remaining members or a new member is admitted as 
 28.6   provided in section 322B.11, and (B) the existence and business 
 28.7   of the limited liability company is continued either by the 
 28.8   consent of all the remaining members under a right to consent 
 28.9   stated in the articles of organization and the consent is 
 28.10  obtained no later than 90 days after the termination of the 
 28.11  continued membership or under a separate right to continue 
 28.12  stated in the articles of organization; or 
 28.13     (6) when terminated by the secretary of state according to 
 28.14  section 322B.960.  
 28.15     Sec. 9.  Minnesota Statutes 1994, section 322B.960, 
 28.16  subdivision 1, is amended to read: 
 28.17     Subdivision 1.  [INFORMATION REQUIRED.] Starting January 1, 
 28.18  1995, a limited liability company, whether domestic or foreign, 
 28.19  shall once every other year file with the secretary of state a 
 28.20  registration containing: 
 28.21     (a) the name of the limited liability company; 
 28.22     (b) the alternate name, if any, a foreign limited liability 
 28.23  company has adopted for use in this state; 
 28.24     (c) the address of its registered office; 
 28.25     (d) the name of its registered agent, if any; 
 28.26     (e) the jurisdiction of organization; and 
 28.27     (f) the name and business address of the manager or other 
 28.28  person exercising the principal functions of the chief manager 
 28.29  of the limited liability company; and 
 28.30     (g) the signature of a person authorized to sign the 
 28.31  registration on behalf of the limited liability company. 
 28.32     Sec. 10.  Minnesota Statutes 1994, section 322B.960, 
 28.33  subdivision 3, is amended to read: 
 28.34     Subd. 3.  [AMENDMENTS ON REGISTRATION FORM.] A domestic 
 28.35  limited liability company which needs to amend its name, 
 28.36  registered office address, or registered agent may make these 
 29.1   amendments on the biennial registration form.  If an amendment 
 29.2   is made on the biennial registration form, it must be signed by 
 29.3   an authorized person.  The fee listed in section 322B.175 
 29.4   applies to these amendments. 
 29.5      Sec. 11.  Minnesota Statutes 1994, section 323.02, is 
 29.6   amended by adding a subdivision to read: 
 29.7      Subd. 9.  [FOREIGN LIMITED LIABILITY PARTNERSHIP.] "Foreign 
 29.8   limited liability partnership" means a general partnership 
 29.9   organized under laws other than the laws of this state with 
 29.10  status as a limited partnership in its home jurisdiction. 
 29.11     Sec. 12.  Minnesota Statutes 1994, section 323.44, 
 29.12  subdivision 2, is amended to read: 
 29.13     Subd. 2.  [CONTENTS OF REGISTRATION.] A general 
 29.14  partnership's registration to obtain or renew the status of a 
 29.15  limited liability partnership must contain: 
 29.16     (1) the name of the partnership; 
 29.17     (2) a statement that the partnership applies to obtain 
 29.18  status as a limited liability partnership or to renew that 
 29.19  status; 
 29.20     (3) an acknowledgment that the status of limited liability 
 29.21  partnership will automatically expire, unless the partnership 
 29.22  files a proper renewal registration; 
 29.23     (4) the street address of the partnership's principal place 
 29.24  of business; and 
 29.25     (5) if the partnership's principal place of business is not 
 29.26  located in this state, the name and street address of a person 
 29.27  located in this state that the partnership authorizes to act as 
 29.28  the partnership's agent for service of process; and 
 29.29     (6) the signature of a partner.  
 29.30     Sec. 13.  Minnesota Statutes 1994, section 323.44, 
 29.31  subdivision 4, is amended to read: 
 29.32     Subd. 4.  [AUTHORITY TO FILE.] A domestic general 
 29.33  partnership's decision to file a registration is an ordinary 
 29.34  matter under section 323.17, clause (8).  The decision to 
 29.35  withdraw or not renew a registration is treated as an act in 
 29.36  contravention of an agreement between the partners under section 
 30.1   323.17, clause (8). 
 30.2      Sec. 14.  Minnesota Statutes 1994, section 323.44, 
 30.3   subdivision 5, is amended to read: 
 30.4      Subd. 5.  [CHANGES IN REGISTRATION INFORMATION.] If the 
 30.5   information contained in a registration becomes inaccurate after 
 30.6   the registration is filed, the general partnership is not 
 30.7   required to amend or correct the registration and the inaccuracy 
 30.8   has no effect on the partnership's status as a limited liability 
 30.9   partnership.  The partnership must provide accurate information 
 30.10  in any subsequently filed renewal registration.  The inaccuracy 
 30.11  has no effect on the partnership's status as a limited liability 
 30.12  partnership.  
 30.13     Sec. 15.  Minnesota Statutes 1994, section 323.44, 
 30.14  subdivision 6, is amended to read: 
 30.15     Subd. 6.  [VOLUNTARY WITHDRAWAL OF STATUS.] A partnership 
 30.16  may end its status as a limited liability partnership at any 
 30.17  time by filing with the secretary of state a withdrawal 
 30.18  statement that names the partnership, states that the 
 30.19  partnership is withdrawing its current registration, and 
 30.20  acknowledges that the withdrawal ends the partnership's status 
 30.21  as a limited liability partnership.  The withdrawal 
 30.22  statement must be signed by a partner and may state a delayed 
 30.23  effective date, if that date is before the expiration date of 
 30.24  the partnership's current registration.  If the withdrawal 
 30.25  statement does not state an effective date, the statement is 
 30.26  effective when filed. 
 30.27     Sec. 16.  Minnesota Statutes 1994, section 323.45, 
 30.28  subdivision 1, is amended to read: 
 30.29     Subdivision 1.  [REQUIREMENTS; PROHIBITIONS.] The name of a 
 30.30  limited liability partnership must meet all of the requirements 
 30.31  of section 302A.115, subdivision 1, except that the acceptable 
 30.32  words required by section 302A.115, subdivision 2 1, paragraph 
 30.33  (b), are "limited liability partnership" or the abbreviation 
 30.34  "L.L.P." 
 30.35     Sec. 17.  Minnesota Statutes 1994, section 323.45, 
 30.36  subdivision 5, is amended to read: 
 31.1      Subd. 5.  [FAILURE TO USE REQUIRED NAME.] If a person 
 31.2   purports to enter into a contract or other undertaking on behalf 
 31.3   of a general partnership that is a domestic or foreign limited 
 31.4   liability partnership and does not disclose to the other party 
 31.5   that part of the limited liability partnership's name that 
 31.6   complies with subdivision 1, then that person is personally 
 31.7   liable on the contract or undertaking, unless that person can 
 31.8   show that in making the contract or accepting the undertaking 
 31.9   the other party did not rely on the partnership being an 
 31.10  ordinary general partnership.  Any partner of a domestic or 
 31.11  foreign limited liability partnership who consents to a person 
 31.12  not making the disclosure described in this subdivision is also 
 31.13  personally liable on the contract or undertaking, unless that 
 31.14  partner can make the showing described in this subdivision. 
 31.15     Sec. 18.  Minnesota Statutes 1994, section 323.46, is 
 31.16  amended to read: 
 31.17     323.46 [APPLICABILITY TO FOREIGN AND INTERSTATE COMMERCE.] 
 31.18     Subdivision 1.  [CONDUCTING BUSINESS.] A domestic 
 31.19  partnership, including a domestic limited liability partnership, 
 31.20  formed and existing under this chapter, may conduct its 
 31.21  business, carry on its operations, and have and exercise the 
 31.22  powers granted by this chapter in any state, territory, 
 31.23  district, or possession of the United States or in any foreign 
 31.24  country. 
 31.25     Subd. 2.  [GOVERNING LAW.] It is the policy of this state 
 31.26  that the internal affairs of domestic partnerships, including 
 31.27  domestic limited liability partnerships, existing under this 
 31.28  chapter, including the liability of partners for debts and 
 31.29  obligations of partnerships, are subject to and governed by the 
 31.30  laws of this state. 
 31.31     Sec. 19.  [323.48] [GOVERNING LAW.] 
 31.32     Subdivision 1.  [STATE OF ORGANIZATION.] Subject to the 
 31.33  constitution of this state, the laws of the jurisdiction under 
 31.34  which a foreign limited liability partnership is organized 
 31.35  govern its organization and internal affairs and the liability 
 31.36  of its members.  A foreign limited liability partnership may not 
 32.1   be denied a registration in this state by reason of a difference 
 32.2   between those laws and the laws of this state.  
 32.3      Subd. 2.  [LIMITATIONS.] A foreign limited liability 
 32.4   partnership registered in this state has no greater rights and 
 32.5   privileges than a domestic limited liability partnership.  The 
 32.6   registration does not authorize the foreign limited liability 
 32.7   partnership to exercise any of its powers or purposes that a 
 32.8   domestic limited liability partnership is forbidden by law to 
 32.9   exercise in this state.  
 32.10     Sec. 20.  [323.49] [FOREIGN LIMITED LIABILITY 
 32.11  PARTNERSHIPS.] 
 32.12     Subdivision 1.  [STATEMENT OF QUALIFICATION.] Before 
 32.13  transacting business in this state, a foreign limited liability 
 32.14  partnership must file a statement of qualification as provided 
 32.15  in subdivision 3 with the secretary of state.  The statement is 
 32.16  effective for one year from the date of filing and may be 
 32.17  renewed for successive one-year periods as provided in 
 32.18  subdivision 2.  At the end of the one-year period, the statement 
 32.19  automatically expires unless a renewal statement is properly 
 32.20  filed.  Section 322B.945 applies to determine whether a foreign 
 32.21  limited liability partnership is transacting business. 
 32.22     Subd. 2.  [RENEWAL.] The foreign limited liability 
 32.23  partnership may file a renewal statement that complies with this 
 32.24  section no earlier than 60 days before the expiration of the 
 32.25  one-year period under subdivision 1.  A proper renewal extends 
 32.26  the partnership's status as a foreign limited liability 
 32.27  partnership for another one-year period, measured from the end 
 32.28  of the previous one-year period.  At the end of any renewal 
 32.29  period, the renewal statement automatically expires.  A foreign 
 32.30  limited liability partnership's statement may be renewed for an 
 32.31  unlimited number of one-year periods. 
 32.32     Subd. 3.  [CONTENTS OF STATEMENT OF QUALIFICATION.] A 
 32.33  foreign limited liability partnership's statement of 
 32.34  qualification and any renewal statement must contain: 
 32.35     (1) the name of the partnership, including the limited 
 32.36  liability partnership designation used in the home jurisdiction; 
 33.1      (2) the address of the partnership's principal place of 
 33.2   business; 
 33.3      (3) the name and street address of a person located in this 
 33.4   state that the partnership has authorized to act as the 
 33.5   partnership's agent for service of process; 
 33.6      (4) the jurisdiction of organization; and 
 33.7      (5) the signature of a partner. 
 33.8      The statement or renewal must be accompanied by a 
 33.9   certificate of status from the filing officer in the home 
 33.10  jurisdiction and a fee of $135. 
 33.11     Subd. 4.  [NAME OF FOREIGN LIMITED LIABILITY 
 33.12  PARTNERSHIP.] The name of the foreign limited liability 
 33.13  partnership must meet the requirements of section 323.45. 
 33.14     Subd. 5.  [CHANGES IN REGISTRATION INFORMATION.] If the 
 33.15  information in a statement becomes inaccurate after it is filed, 
 33.16  the general partnership must provide accurate information in any 
 33.17  subsequently filed renewal statement.  The inaccuracy has no 
 33.18  effect on the status of the partnership as a foreign limited 
 33.19  liability partnership in Minnesota. 
 33.20     Subd. 6.  [VOLUNTARY WITHDRAWAL OF STATUS.] A partnership 
 33.21  may, at any time, withdraw its statement of qualification by 
 33.22  filing with the secretary of state a withdrawal statement that 
 33.23  contains the following: 
 33.24     (1) the name of the partnership; 
 33.25     (2) a statement that the partnership is withdrawing its 
 33.26  current statement of qualification; 
 33.27     (3) an acknowledgment that the withdrawal ends the 
 33.28  partnership's qualification as a foreign limited liability 
 33.29  partnership in Minnesota; and 
 33.30     (4) the signature of a partner. 
 33.31     The withdrawal statement may state a delayed effective 
 33.32  date, if that date is before the expiration date of the 
 33.33  partnership's current statement of qualification.  If the 
 33.34  withdrawal statement does not state an effective date, the 
 33.35  statement is effective when filed. 
 33.36     Subd. 7.  [TRANSACTION OF BUSINESS WITHOUT 
 34.1   QUALIFICATION.] (a) A foreign limited liability partnership 
 34.2   transacting business in this state may not maintain any action, 
 34.3   suit, or proceeding in any court of this state until it has 
 34.4   filed a statement of qualification. 
 34.5      (b) The failure of a foreign limited liability partnership 
 34.6   to file a statement of qualification does not impair the 
 34.7   validity of any contract or act of the foreign limited liability 
 34.8   partnership or prevent the foreign limited liability partnership 
 34.9   from defending any action, suit, or proceeding in any court of 
 34.10  this state. 
 34.11     (c) A foreign limited liability partnership, by transacting 
 34.12  business in this state without a statement of qualification, 
 34.13  appoints the secretary of state as its agent on whom any notice, 
 34.14  process, or demand may be served. 
 34.15     (d) A partner of a foreign limited liability partnership is 
 34.16  not liable for the debts and obligations of the foreign limited 
 34.17  liability partnership solely by reason of the foreign limited 
 34.18  liability partnership's having transacted business in this state 
 34.19  without a valid statement of qualification. 
 34.20     Subd. 8.  [TRANSITION.] Any foreign limited liability 
 34.21  partnership which received a certificate of authority under 
 34.22  chapter 322B prior to the effective date of this act shall be 
 34.23  deemed to be in compliance with this section until December 29, 
 34.24  1995.  After that date, a certificate of authority issued under 
 34.25  chapter 322B and received by a foreign limited liability 
 34.26  partnership shall have no further effect. 
 34.27     Sec. 21.  Minnesota Statutes 1994, section 333.001, is 
 34.28  amended to read: 
 34.29     333.001 [DEFINITIONS.] 
 34.30     Subdivision 1.  As used in sections 333.001 to 333.06, the 
 34.31  following terms shall have the meanings given, unless the 
 34.32  context clearly indicates that a different meaning is intended. 
 34.33     Subd. 2.  [PERSON.] "Person" means one or more natural 
 34.34  persons; a limited liability company, whether domestic or 
 34.35  foreign; a registered limited liability partnership, whether 
 34.36  domestic or foreign; a partnership; a limited partnership; a 
 35.1   corporation, including a foreign, domestic, or nonprofit 
 35.2   corporation; a trust; or any other business organization. 
 35.3      Subd. 3.  [TRUE NAME.] "True name" means the true full name 
 35.4   of the natural person, if a proprietorship; the true full name 
 35.5   of each partner, if a partnership; the full corporate name as 
 35.6   stated in its articles, if a corporation; the full name of the 
 35.7   limited liability company as stated in its articles of 
 35.8   organization or certificate of authority; the full name of the 
 35.9   limited partnership, if a limited partnership; the full name of 
 35.10  the registered limited liability partnership; the true full name 
 35.11  of at least one trustee, if a trust; or the true full name of at 
 35.12  least one beneficial owner, if any other form of business 
 35.13  organization. 
 35.14     Subd. 4.  [ADDRESS.] "Address" means the full residential 
 35.15  address of each natural person, trustee or beneficial owner, 
 35.16  limited liability company, whether domestic or 
 35.17  foreign, registered limited liability partnership, whether 
 35.18  domestic or foreign, or corporation, included in subdivision 3, 
 35.19  and the address of the principal place in Minnesota where the 
 35.20  business is conducted or transacted. 
 35.21     Subd. 5.  [EXECUTED.] "Executed" means executed by one 
 35.22  natural person, if a proprietorship; by a general partner if a 
 35.23  general or limited partnership or limited liability partnership; 
 35.24  by a manager, if a limited liability company; by an officer, if 
 35.25  a corporation; by a trustee, if a trust; or by a beneficial 
 35.26  owner or managing agent, if some other form of business 
 35.27  organization. 
 35.28     Sec. 22.  Minnesota Statutes 1994, section 333.01, is 
 35.29  amended to read: 
 35.30     333.01 [COMMERCIAL ASSUMED NAMES; CERTIFICATE.] 
 35.31     No person shall hereafter carry on or conduct or transact a 
 35.32  commercial business in this state under any designation, name, 
 35.33  or style, which does not set forth the true name of every person 
 35.34  interested in such business unless such person shall file in the 
 35.35  office of the secretary of state, a certificate setting forth 
 35.36  the name and business address under which the business is 
 36.1   conducted or transacted, or is to be conducted or transacted, 
 36.2   and the true name of each person conducting or transacting the 
 36.3   same, with the address of such person.  The name of the business 
 36.4   must not include any of the following phrases or their 
 36.5   abbreviations:  corporation, incorporated, limited, chartered, 
 36.6   professional cooperative, association, limited partnership, 
 36.7   limited liability company, professional limited liability 
 36.8   company, limited liability partnership, or professional limited 
 36.9   liability partnership, except to the extent that an entity 
 36.10  filing a certificate would be authorized to use the phrase or 
 36.11  abbreviation.  The certificate shall be executed by one of the 
 36.12  persons conducting, or intending to conduct, the business.  The 
 36.13  certificate shall be published after it has been filed with the 
 36.14  secretary of state in a qualified newspaper in the county in 
 36.15  which the person has a principal or registered office for two 
 36.16  successive issues. 
 36.17     Sec. 23.  Minnesota Statutes 1994, section 333.055, 
 36.18  subdivision 4, is amended to read: 
 36.19     Subd. 4.  The secretary of state shall accept for filing 
 36.20  all certificates and renewals thereof which comply with the 
 36.21  provisions of sections 333.001 to 333.06 and which are 
 36.22  accompanied by the prescribed fees, notwithstanding the fact 
 36.23  that the assumed name disclosed therein may not be 
 36.24  distinguishable from one or more other assumed names already 
 36.25  filed with the secretary of state.  In the event of duplication 
 36.26  or similarity, the secretary of state shall, within 20 days 
 36.27  after the filing, notify in writing each previously filed 
 36.28  business holding a certificate for the assumed name or a similar 
 36.29  assumed name, of the duplication or similarity, including in the 
 36.30  notice the name and last known address of the person so filing.  
 36.31  The secretary of state shall not accept for filing a certificate 
 36.32  that discloses an assumed name that is not distinguishable from 
 36.33  a corporate, limited liability company, limited liability 
 36.34  partnership, cooperative, or limited partnership name in use or 
 36.35  reserved in this state by another or a trade or service mark 
 36.36  registered with the secretary of state, unless there is filed 
 37.1   with the certificate a written consent, court decree of prior 
 37.2   right, or affidavit of nonuser of the kind required by section 
 37.3   302A.115, subdivision 1, clause (d).  The secretary of state 
 37.4   shall determine whether a name is distinguishable from another 
 37.5   name for purposes of this subdivision. 
 37.6      Sec. 24.  Minnesota Statutes 1994, section 333.21, 
 37.7   subdivision 1, is amended to read: 
 37.8      Subdivision 1.  Upon a finding by the secretary of state 
 37.9   that the mark and application for registration comply with the 
 37.10  requirements of sections 333.18 to 333.31, and that the class 
 37.11  indicated, if any, in which the mark is to be registered is not 
 37.12  clearly incorrect, the secretary of state shall cause a 
 37.13  certificate of registration to be issued and delivered to the 
 37.14  applicant.  The certificate of registration shall be issued 
 37.15  under the signature of the secretary of state and the seal of 
 37.16  the state, and shall show the registrant's name and business 
 37.17  address and, if a corporation or a limited liability company, 
 37.18  the state of incorporation or organization, the date claimed for 
 37.19  the first use of the mark in this state, the class of goods or 
 37.20  services, and a description of the goods or services in 
 37.21  connection with which the mark is used, a reproduction of the 
 37.22  mark, the registration date and the term of the registration. 
 37.23     Sec. 25.  Minnesota Statutes 1994, section 336.9-403, is 
 37.24  amended to read: 
 37.25     336.9-403 [WHAT CONSTITUTES FILING; DURATION OF FILING; 
 37.26  EFFECT OF LAPSED FILING; DUTIES OF FILING OFFICER.] 
 37.27     (1) Presentation for filing of a financing statement and 
 37.28  tender of the filing fee or acceptance of the statement by the 
 37.29  filing officer constitutes filing under this article. 
 37.30     (2) Except as provided in subsection (6) a filed financing 
 37.31  statement is effective for a period of five years from the date 
 37.32  of filing.  The effectiveness of a filed financing statement 
 37.33  lapses on the expiration of the five-year period unless a 
 37.34  continuation statement is filed prior to the lapse.  If a 
 37.35  security interest perfected by filing exists at the time 
 37.36  insolvency proceedings are commenced by or against the debtor, 
 38.1   the security interest remains perfected until termination of the 
 38.2   insolvency proceedings and thereafter for a period of 60 days or 
 38.3   until expiration of the five-year period, whichever occurs later 
 38.4   regardless of whether the financing statement filed as to that 
 38.5   security interest is destroyed by the filing officer pursuant to 
 38.6   subsection (3).  Upon lapse the security interest becomes 
 38.7   unperfected, unless it is perfected without filing.  If the 
 38.8   security interest becomes unperfected upon lapse, it is deemed 
 38.9   to have been unperfected as against a person who became a 
 38.10  purchaser or lien creditor before lapse. 
 38.11     (3) A continuation statement may be filed by the secured 
 38.12  party within six months prior to the expiration of the five-year 
 38.13  period specified in subsection (2).  Any such continuation 
 38.14  statement must be signed by the secured party, set forth the 
 38.15  name, social security number or other tax identification number 
 38.16  of the debtor, and address of the debtor and secured party as 
 38.17  those items appear on the original financing statement or the 
 38.18  most recently filed amendment, identify the original statement 
 38.19  by file number and filing date, and state that the original 
 38.20  statement is still effective.  A continuation statement signed 
 38.21  by a person other than the secured party of record must be 
 38.22  accompanied by a separate written statement of assignment signed 
 38.23  by the secured party of record and complying with subsection (2) 
 38.24  of section 336.9-405, including payment of the required fee.  
 38.25  Upon timely filing of the continuation statement, the 
 38.26  effectiveness of the original statement is continued for five 
 38.27  years after the last date to which the filing was effective 
 38.28  whereupon it lapses in the same manner as provided in subsection 
 38.29  (2) unless another continuation statement is filed prior to such 
 38.30  lapse.  Succeeding continuation statements may be filed in the 
 38.31  same manner to continue the effectiveness of the original 
 38.32  statement.  Unless a statute on disposition of public records 
 38.33  provides otherwise, the filing officer may remove a lapsed 
 38.34  statement from the files and destroy it immediately if the 
 38.35  officer has retained a microfilm or other photographic record, 
 38.36  or in other cases after one year after the lapse.  The filing 
 39.1   officer shall so arrange matters by physical annexation of 
 39.2   financing statements to continuation statements or other related 
 39.3   filings, or by other means, that if the officer physically 
 39.4   destroys the financing statements of a period more than five 
 39.5   years past, those which have been continued by a continuation 
 39.6   statement or which are still effective under subsection (6) 
 39.7   shall be retained.  If insolvency proceedings are commenced by 
 39.8   or against the debtor, the secured party shall notify the filing 
 39.9   officer both upon commencement and termination of the 
 39.10  proceedings, and the filing officer shall not destroy any 
 39.11  financing statements filed with respect to the debtor until 
 39.12  termination of the insolvency proceedings.  The security 
 39.13  interest remains perfected until termination of the insolvency 
 39.14  proceedings and thereafter for a period of 60 days or until 
 39.15  expiration of the five-year period, whichever occurs later. 
 39.16     (4) Except as provided in subsection (7) a filing officer 
 39.17  shall mark each statement with a file number and with the date 
 39.18  and hour of filing and shall hold the statement or a microfilm 
 39.19  or other photographic copy thereof for public inspection.  In 
 39.20  addition the filing officer shall index the statements according 
 39.21  to the name of the debtor and shall note in the index the file 
 39.22  number, the address of the debtor given in the statement, and 
 39.23  the social security number or other tax identification number of 
 39.24  the debtor given in the statement. 
 39.25     (5) The secretary of state shall prescribe uniform forms 
 39.26  for statements and samples thereof shall be furnished to all 
 39.27  filing officers in the state.  The uniform fee for filing and 
 39.28  indexing and for stamping a copy furnished by the secured party 
 39.29  to show the date and place of filing: 
 39.30     (a) for an original financing statement or statement of 
 39.31  continuation on a standard form prescribed by the secretary of 
 39.32  state, is $15 for up to two debtor names and $15 for each 
 39.33  additional name thereafter; 
 39.34     (b) for an original financing statement or statement of 
 39.35  continuation that is not on a standard form prescribed by the 
 39.36  secretary of state, is $20 for up to two debtor names and $20 
 40.1   for each additional name thereafter; 
 40.2      (c) for an amendment on a standard form prescribed by the 
 40.3   secretary of state that does not add debtor names, is $15; 
 40.4      (d) for an amendment that is not on a standard form 
 40.5   prescribed by the secretary of state and that does not add 
 40.6   debtor names, is $20; 
 40.7      (e) for an amendment on a standard form prescribed by the 
 40.8   secretary of state that does add debtor names adds more than one 
 40.9   debtor name, is $15 per debtor name; and 
 40.10     (f) for an amendment that is not on a standard form 
 40.11  prescribed by the secretary of state that does add debtor names 
 40.12  adds more than one debtor name, is $20 per debtor name. 
 40.13  In no case will a filing officer accept more than four 
 40.14  additional pages per financing statement for filing in the 
 40.15  uniform commercial code records. 
 40.16     The secretary of state shall adopt rules for filing, 
 40.17  amendment, continuation, termination, removal, and destruction 
 40.18  of financing statements. 
 40.19     (6) If the debtor is a transmitting utility (subsection (5) 
 40.20  of section 336.9-401) and a filed financing statement so states, 
 40.21  it is effective until a termination statement is filed.  A real 
 40.22  estate mortgage which is effective as a fixture filing under 
 40.23  subsection (6) of section 336.9-402 remains effective as a 
 40.24  fixture filing until the mortgage is released or satisfied of 
 40.25  record or its effectiveness otherwise terminates as to the real 
 40.26  estate. 
 40.27     (7) When a financing statement covers timber to be cut or 
 40.28  covers minerals or the like (including oil and gas) or accounts 
 40.29  subject to subsection (5) of section 336.9-103, or is filed as a 
 40.30  fixture filing, it shall be filed for record and the filing 
 40.31  officer shall index it under the names of the debtor and any 
 40.32  owner of record shown on the financing statement in the same 
 40.33  fashion as if they were the mortgagors in a mortgage of the real 
 40.34  estate described, and, to the extent that the law of this state 
 40.35  provides for indexing of mortgages under the name of the 
 40.36  mortgagee, under the name of the secured party as if the secured 
 41.1   party were the mortgagee thereunder, or, for filing offices 
 41.2   other than the secretary of state, where indexing is by 
 41.3   description in the same fashion as if the financing statement 
 41.4   were a mortgage of the real estate described.  
 41.5      (8) The fees provided for in this article shall supersede 
 41.6   the fees for similar services otherwise provided for by law 
 41.7   except in the case of security interests filed in connection 
 41.8   with a certificate of title on a motor vehicle. 
 41.9      Sec. 26.  Minnesota Statutes 1994, section 336A.11, 
 41.10  subdivision 2, is amended to read: 
 41.11     Subd. 2.  [REGISTRATION FORMS.] The secretary of state 
 41.12  shall make registration forms available to farm product 
 41.13  dealers.  The secretary of state must also make registration 
 41.14  forms information available to the commissioner of agriculture 
 41.15  for distribution to applicants for licensure under section 
 41.16  17A.04 or 223.17.  The registration form must include provisions 
 41.17  for the name and address of the farm product dealer, a request 
 41.18  for the master or partial master lists, and the medium on which 
 41.19  the farm product dealer desires to receive the master list.  
 41.20     Sec. 27.  [REPEALER.] 
 41.21     Minnesota Statutes 1994, section 322B.901, is repealed. 
 41.22     Sec. 28.  [EFFECTIVE DATE.] 
 41.23     Sections 11 to 20 and 27 are effective the day following 
 41.24  final enactment. 
 41.25                             ARTICLE 4
 41.26     Section 1.  Minnesota Statutes 1994, section 302A.409, 
 41.27  subdivision 3, is amended to read: 
 41.28     Subd. 3.  [ISSUANCE PERMITTED.] A corporation may issue 
 41.29  rights to purchase after the terms, provisions, and conditions 
 41.30  of the rights to purchase to be issued, including the conversion 
 41.31  basis or the price at which securities may be purchased or 
 41.32  subscribed for, are fixed by the board, subject to any 
 41.33  restrictions in the articles.  Notwithstanding any provision of 
 41.34  this chapter, a corporation may issue rights to purchase or 
 41.35  amend the instrument or agreement fixing the terms, provisions, 
 41.36  and conditions of the rights to purchase to include terms and 
 42.1   conditions that prevent the holder of a specified percentage of 
 42.2   the outstanding shares of the corporation, including subsequent 
 42.3   transferees of the holder, from exercising those rights to 
 42.4   purchase. 
 42.5      Sec. 2.  [APPLICATION.] 
 42.6      Section 1 applies to issuances made before, on, or after 
 42.7   the effective date.