1.1                          A bill for an act 
  1.2             relating to filings with the secretary of state; 
  1.3             providing for the orderly revocation of delinquent 
  1.4             foreign corporations; regulating certain transition 
  1.5             issues under the Uniform Partnership Act of 1994; 
  1.6             amending Minnesota Statutes 2000, sections 303.17, 
  1.7             subdivisions 2, 3, 4; 323A.12-02. 
  1.8   BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.9      Section 1.  Minnesota Statutes 2000, section 303.17, 
  1.10  subdivision 2, is amended to read: 
  1.11     Subd. 2.  [NOTICE TO CORPORATION.] On finding that any a 
  1.12  default has occurred under subdivision 1, clauses (1) to (3) or 
  1.13  (5), the secretary of state shall give notice by mail to the 
  1.14  corporation, at its registered office in this state, that the 
  1.15  default exists and that its certificate of authority will be 
  1.16  revoked unless the default shall be cured within 30 days after 
  1.17  the mailing of the notice. 
  1.18     Sec. 2.  Minnesota Statutes 2000, section 303.17, 
  1.19  subdivision 3, is amended to read: 
  1.20     Subd. 3.  [REVOCATION AFTER 30 DAYS.] (a) The secretary of 
  1.21  state shall revoke the certificate of authority of such a 
  1.22  corporation to do business in this state if such default shall 
  1.23  not be cured with such period of 30 days; provided, that for 
  1.24  good cause shown the secretary of state may enlarge the period 
  1.25  from time to time, but the aggregate of such enlargements shall 
  1.26  not exceed 180 days or the period of any applicable extension 
  2.1   granted by the department of revenue of time for filing the 
  2.2   income tax return of the corporation, whichever is greater that 
  2.3   is in default under subdivision 1, clause (4), for failure to 
  2.4   file an annual registration form under section 303.14. 
  2.5      (b) The secretary of state shall revoke the certificate of 
  2.6   authority of a corporation that is in default under subdivision 
  2.7   1, clauses (1) to (3) or (5), if the default is not cured within 
  2.8   30 days after mailing the notice under subdivision 2; provided 
  2.9   that for good cause shown the secretary of state may extend the 
  2.10  30-day period from time to time, but in no event may the 
  2.11  aggregate of all extensions granted exceed 180 days or the 
  2.12  period of time of any applicable extension granted by the 
  2.13  department of revenue for filing the income tax return of the 
  2.14  corporation, whichever is greater. 
  2.15     Sec. 3.  Minnesota Statutes 2000, section 303.17, 
  2.16  subdivision 4, is amended to read: 
  2.17     Subd. 4.  [CERTIFICATE OF REVOCATION.] (a) Upon revoking 
  2.18  the certificate of authority of a corporation because of a 
  2.19  default under subdivision 1, clauses (1) to (3) or (5), the 
  2.20  secretary of state shall: 
  2.21     (1) issue a certificate of revocation; and 
  2.22     (2) mail to the corporation, at its registered office in 
  2.23  this state, a notice of the revocation. 
  2.24     (b) Upon revoking the certificate of authority of a 
  2.25  corporation because of a default under subdivision 1, clause 
  2.26  (4), the secretary of state shall issue a certificate of 
  2.27  revocation, and the certificate must be filed in the office of 
  2.28  the secretary of state.  No further notice to the corporation is 
  2.29  required.  
  2.30     (c) The secretary of state shall annually inform the 
  2.31  attorney general and the commissioner of revenue of the methods 
  2.32  by which the names of corporations revoked under this section 
  2.33  during the preceding year may be determined.  The secretary of 
  2.34  state shall also make the names of the revoked corporations 
  2.35  available in an electronic format. 
  2.36     Sec. 4.  Minnesota Statutes 2000, section 323A.12-02, is 
  3.1   amended to read: 
  3.2      323A.12-02 [APPLICABILITY.] 
  3.3      (a) Before January 1, 2002, chapter 323A governs only a 
  3.4   partnership formed: 
  3.5      (1) after January 1, 1999, unless that partnership is 
  3.6   continuing the business of a dissolved partnership under section 
  3.7   323.40; and 
  3.8      (2) before January 1, 1999, that elects, as provided by 
  3.9   subsection (c), to be governed by chapter 323A. 
  3.10     (b) On and after January 1, 2002, chapter 323A governs all 
  3.11  partnerships. 
  3.12     (c) Before January 1, 2002, a partnership voluntarily may 
  3.13  elect, in the manner provided in its partnership agreement or by 
  3.14  law for amending the partnership agreement, to be governed by 
  3.15  chapter 323A.  The Before January 1, 2002, provisions of chapter 
  3.16  323A relating to the liability of the partnership's partners to 
  3.17  third parties apply to limit those partners' liability to a 
  3.18  third party who had done business with the partnership within 
  3.19  one year preceding the partnership's election to be governed by 
  3.20  chapter 323A, only if the third party knows or has received a 
  3.21  notification of the partnership's election to be governed by 
  3.22  chapter 323A. 
  3.23     Sec. 5.  [STATEMENT OF QUALIFICATION; GENERAL PARTNERSHIP 
  3.24  GOVERNED BY CHAPTER 323.] 
  3.25     After August 31, 2001, and before January 1, 2002, a 
  3.26  general partnership governed by Minnesota Statutes, chapter 323, 
  3.27  may file a statement of qualification as provided by Minnesota 
  3.28  Statutes, section 323A.10-01, to be effective January 1, 2002.  
  3.29  A statement of qualification filed pursuant to this section: 
  3.30     (1) is not an election under Minnesota Statutes, section 
  3.31  323A.12-02, paragraph (c), to be governed by Minnesota Statutes, 
  3.32  chapter 323A; 
  3.33     (2) has the same effect as a statement of qualification 
  3.34  filed by a partnership which on the date of filing is governed 
  3.35  by Minnesota Statutes, chapter 323A, except that the statement 
  3.36  filed pursuant to this section takes effect on January 1, 2002; 
  4.1   and 
  4.2      (3) must include the following, clearly and conspicuously 
  4.3   stated:  "This statement of qualification is filed pursuant to 
  4.4   section 5 of this act, is not an election under Minnesota 
  4.5   Statutes, section 323A.12-02, paragraph (c), to be governed by 
  4.6   Minnesota Statutes, chapter 323A, and is to take effect on 
  4.7   January 1, 2002, when by operation of law, Minnesota Statutes, 
  4.8   chapter 323A, will govern the partnership that is filing this 
  4.9   statement."