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HF 1112

1st Engrossment - 88th Legislature (2013 - 2014) Posted on 05/08/2013 04:06pm

KEY: stricken = removed, old language.
underscored = added, new language.

Current Version - 1st Engrossment

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A bill for an act
relating to business organizations; modifying certain duties and responsibilities
of the secretary of state; providing a standard of conduct for directors of certain
cooperatives; amending Minnesota Statutes 2012, sections 5.002; 308B.215,
subdivision 1; 321.0809; 321.0906; 321.1206; 323A.1102; 333.055, subdivision
2; 333.22, subdivision 2; 336.9-531; 336A.14; proposing coding for new law
in Minnesota Statutes, chapter 308A.

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

Section 1.

Minnesota Statutes 2012, section 5.002, is amended to read:


5.002 E-MAIL ADDRESSES.

(a) The secretary of state is authorized to provide a field on each of the forms and on
each online entry screen, used to file business entity filings, Uniform Commercial Code
records, and central notification system filings, for the collection of an e-mail address to
which the secretary of state can forward official notices required by law and other notices
to the business entity, assumed name, or the person filing the Uniform Commercial Code
or central notification system record. The e-mail address may be updated by or on behalf
of the business entity by sending a notification of the change to the secretary of state. No
fee shall be charged for an e-mail address update.

(b) Except as provided in paragraph (c), the business entity, holder of assumed
name, or other person providing the e-mail address under this section may indicate on
the screen that they do not wish the e-mail address provided under this section to be
provided as bulk data.

(c) If the e-mail address in paragraph (b) is provided new text beginto the requester new text endas a portion of
a digitally scanned new text begin or digitally created new text endimage,new text begin as part of a specific request for the records
of the entity or of a specific lien debtor,
new text end the e-mail address on that image is public.

Sec. 2.

new text begin [308A.328] STANDARD OF CONDUCT.
new text end

new text begin Subdivision 1. new text end

new text begin Standard and liability. new text end

new text begin A director shall discharge the duties of the
position of director in good faith, in a manner the director reasonably believes to be in the
best interests of the cooperative, and with the care an ordinarily prudent person in a like
position would exercise under similar circumstances. A person who so performs those
duties is not liable by reason of being or having been a director of the cooperative.
new text end

new text begin Subd. 2. new text end

new text begin Reliance. new text end

new text begin (a) A director is entitled to rely on information, opinions,
reports, or statements, including financial statements and other financial data, in each case
prepared or presented by:
new text end

new text begin (1) one or more officers or employees of the cooperative who the director reasonably
believes to be liable and competent in the matters presented;
new text end

new text begin (2) counsel, public accountants, or other persons as to matters that the director
reasonably believes are within the person's professional or expert competence; or
new text end

new text begin (3) a committee of the board upon which the director does not serve, duly established
by the board, as to matters within its designated authority, if the director reasonably
believes the committee to merit confidence.
new text end

new text begin (b) Paragraph (a) does not apply to a director who has knowledge concerning
the matter in question that makes the reliance otherwise permitted by paragraph (a)
unwarranted.
new text end

new text begin Subd. 3. new text end

new text begin Presumption of assent and dissent. new text end

new text begin A director who is present at a meeting
of the board when an action is approved by the affirmative vote of a majority of the
directors present is presumed to have assented to the action approved, unless the director:
new text end

new text begin (1) objects at the beginning of the meeting to the transaction of business because the
meeting is not lawfully called or convened and does not participate in the meeting after
the objection, in which case the director is not considered to be present at the meeting
for any purpose of this chapter;
new text end

new text begin (2) votes against the action at the meeting; or
new text end

new text begin (3) is prohibited by a conflict of interest from voting on the action.
new text end

new text begin Subd. 4. new text end

new text begin Considerations. new text end

new text begin In discharging the duties of the position of director, a
director may, in considering the best interests of the cooperative, consider the interests
of the cooperative's employees, customers, suppliers, and creditors, the economy of the
state, and long-term as well as short-term interests of the cooperative and its patron
members, including the possibility that these interests may be best served by the continued
independence of the cooperative.
new text end

new text begin Subd. 5. new text end

new text begin Relation to other law. new text end

new text begin Notwithstanding any other provision of law, a
director of a cooperative organized and operating under this chapter is governed by the
standard of conduct under this section.
new text end

Sec. 3.

Minnesota Statutes 2012, section 308B.215, subdivision 1, is amended to read:


Subdivision 1.

Requirements.

(a) The articles of the cooperative shall include:

(1) the name of the cooperative;

(2) the purpose of the cooperative;

(3) the name and address of each organizer;

(4) the period of duration for the cooperative, if the duration is not to be perpetual;

(5) the name of the registered agentnew text begin, if anynew text end; and

(6) the address of the registered office.

(b) The articles may contain any other lawful provision.

(c) The articles shall be signed by the organizers.

Sec. 4.

Minnesota Statutes 2012, section 321.0809, is amended to read:


321.0809 ADMINISTRATIVE DISSOLUTION.

(a) A limited partnership that has failed to deliver for filing a registration pursuant
to the requirements of section 321.0210, or whose agent resigned pursuant to section
321.0116, subdivision 1, and the resignation has been effective for 30 days without a new
agent being appointed by the limited partnership, must be dissolved by the secretary of
state as described in this section.

(b) The secretary of state must attempt to provide notice of dissolution to deleted text beginthedeleted text endnew text begin each
new text end limited partnershipnew text begin whose agent resigned pursuant to section 321.0116, subdivision 1, if
the resignation of the agent has been effective for 30 days without a new agent being
appointed by the limited partnership
new text end. If the limited partnership has not deleted text beginfiled the delinquent
registration or
deleted text end appointed a new agent within 30 days after the secretary of state attempted
to provide notice to the limited partnership, new text beginor if the limited partnership has not filed the
delinquent registration,
new text endthe secretary of state must issue a certificate of administrative
dissolution and the certificate must be filed in the Office of the Secretary of State. The
secretary of state must also make available in an electronic format the names of the
administratively dissolved limited partnerships.

(c) A limited partnership administratively dissolved continues its existence but
may carry on only activities necessary to wind up its activities and liquidate its assets
under sections 321.0803 and 321.0812 and to notify claimants under sections 321.0806
and 321.0807.

(d) The administrative dissolution of a limited partnership does not terminate the
authority of its agent for service of process, if any.

Sec. 5.

Minnesota Statutes 2012, section 321.0906, is amended to read:


321.0906 REVOCATION OF CERTIFICATE OF AUTHORITY.

(a) A foreign limited partnership that has failed to deliver for filing a renewal
pursuant to the requirements of section 321.0210, or whose agent resigned pursuant to
section 321.0116, subdivision 1, and the resignation has been effective for 30 days without
a new agent being appointed by the limited partnership, must have its certificate of
authority to transact business in Minnesota revoked as described in this section.

(b) The secretary of state must attempt to provide notice of revocation to deleted text beginthe
deleted text endnew text begin eachnew text end foreign limited partnershipnew text begin, whose agent resigned pursuant to section 321.0116,
subdivision 1, if the resignation of the agent has been effective for 30 days without a
new agent being appointed by the limited partnership
new text end. If the foreign limited partnership
has not deleted text beginfiled the delinquent registrationdeleted text endnew text begin appointed a new agentnew text end within 30 days after the
secretary of state attempted to provide notice to the foreign limited partnership, new text beginor if the
foreign limited partnership has not filed the delinquent registration,
new text endthe secretary of state
must issue a certificate of revocation and the certificate must be filed in the Office of the
Secretary of State. The secretary of state must also make available in an electronic format
the names of the foreign limited partnerships whose certificates have been revoked.

Sec. 6.

Minnesota Statutes 2012, section 321.1206, is amended to read:


321.1206 APPLICATION TO EXISTING RELATIONSHIPS.

(a) Beginning January 1, 2005, no person may use chapter 322A to form an entity.

(b) Before January 1, 2007, this chapter governs only:

(1) a limited partnership formed on or after January 1, 2005; and

(2) except as otherwise provided in subsection (d):

(i) a limited partnership formed under chapter 322A which elects, in the manner
provided in its partnership agreement or by law for amending the partnership agreement,
to be subject to this chapter; and

(ii) a limited partnership formed under chapter 322, if the limited partnership elects
pursuant to subsection (f) to be subject to this chapter.

(c) Except as otherwise provided in subsection (d), on and after January 1, 2007,
this chapter governs:

(1) any limited partnership formed under chapter 322A which has not previously
elected to be governed by this chapter and is still in existence on January 1, 2007; and

(2) all limited partnerships, except for limited partnerships formed under chapter
322 that have not previously elected to become governed by this chapter or chapter 322A,
including each limited partnership formed under chapter 322A which has previously
elected to become governed by this chapter and each limited partnership formed under
chapter 322 which has elected, previously or otherwise, to be governed by this chapter.

(d) With respect to a limited partnership formed before January 1, 2005, the
following rules apply except as the partners otherwise elect in the manner provided in the
partnership agreement or by law for amending the partnership agreement:

(1) section 321.0104(c) does not apply and the limited partnership has whatever
duration it had under the law applicable immediately before the limited partnership became
subject to this chapternew text begin, as reflected solely in the certificate of limited partnership and
amendments to it, notwithstanding other notations in the record of the secretary of state
new text end;

(2) the limited partnership is not required to amend its certificate of limited
partnership to comply with section 321.0201(a)(4);

(3) sections 321.0601 and 321.0602 do not apply and a limited partner has the same
right and power to dissociate from the limited partnership, with the same consequences, as
existed immediately before the limited partnership became subject to this chapter;

(4) section 321.0603(4) does not apply;

(5) section 321.0603(5) does not apply and a court has the same power to expel
a general partner as the court had immediately before the limited partnership became
subject to this chapter; and

(6) section 321.0801(3) does not apply and the connection between a person's
dissociation as a general partner and the dissolution of the limited partnership is the same
as existed immediately before the limited partnership became subject to this chapter.

(e) If subsection (c) causes a limited partnership that is a limited liability limited
partnership under section 322A.88 to become subject to this chapter:

(1) if immediately before the limited partnership that is a limited liability limited
partnership under section 322A.88 became subject to this chapter its name complied with
section 322A.02, the limited partnership may maintain its name even if the name does
not comply with section 321.0108(c); and

(2) the statement of qualification of the limited partnership that is a limited liability
limited partnership under section 322A.88, on file with the secretary of state pursuant to
section 322A.88(a)(2), is deemed to amend the limited partnership's certificate of limited
partnership to state that the limited partnership is a limited liability limited partnership.

(f) On or after January 1, 2005, a limited partnership formed under chapter 322 may
become subject to this chapter if:

(1) it elects, in the manner provided in its partnership agreement or by law for
amending the partnership agreement, to be subject to this chapter;

(2) neither its certificate of limited partnership nor its partnership agreement prohibit
the election;

(3) its certificate of limited partnership, on file with the county recorder, is amended
to state the election and, as may be necessary, to comply with this chapter; and

(4) a certified copy of the amended certificate of limited partnership, and of all
other limited partnership documents previously filed with the county recorder, is filed
with the secretary of state.

Sec. 7.

Minnesota Statutes 2012, section 323A.1102, is amended to read:


323A.1102 STATEMENT OF FOREIGN QUALIFICATION.

(a) Before transacting business in this state, a foreign limited liability partnership
must file a statement of foreign qualification. The statement must contain:

(1) the name of the foreign limited liability partnership which satisfies the
requirements of the state or other jurisdiction under whose law it is formed and ends with
"Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.,"
"L.L.P.," "RLLP," or "LLP." A foreign limited liability partnership may use an alternate
name to transact business in the state if it deleted text begindelivers to the secretary of state a certified copy
of the resolution of the partners adopting the alternate name
deleted text endnew text begin lists the alternate name in
the statement
new text end;

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

(3) if there is no office of the partnership in this state, the name and street address,
including the zip code, of the partnership's agent for service of process. If an agent for
service of process is listed, the limited liability partnership shall comply with section 5.36;

(4) a deferred effective date, if any; and

(5) the name of the jurisdiction under whose law the foreign limited liability
partnership was originally registered.

(b) The agent of a foreign limited liability company for service of process must be
an individual who is a resident of this state or other person authorized to do business in
this state.

(c) The status of a partnership as a foreign limited liability partnership is effective on
the later of the filing of the statement of foreign qualification or a date specified in the
statement. The status remains effective, regardless of changes in the partnership, until it is
canceled pursuant to section 323A.0105(d) or revoked pursuant to section 323A.1003.

(d) An amendment or cancellation of a statement of foreign qualification is effective
when it is filed or on a deferred effective date specified in the amendment or cancellation.

(e) A statement of foreign qualification may include the information necessary to
make an election under section 319B.04, subdivision 2, and to update that information as
provided in section 319B.04, subdivision 3.

Sec. 8.

Minnesota Statutes 2012, section 333.055, subdivision 2, is amended to read:


Subd. 2.

Reinstatement.

Any assumed name certificate that expires as a result of
failing to file the annual renewalnew text begin, and any assumed name certificate filed prior to September
5, 2011, that expires because of the expiration of the original or renewed ten-year term,
new text end may be reinstated by filing the annual renewal with the $25 reinstatement fee.

Sec. 9.

Minnesota Statutes 2012, section 333.22, subdivision 2, is amended to read:


Subd. 2.

Renewal notice.

The secretary of state shall notify each registrant of a
mark hereunder of the necessity of renewal thereof deleted text beginby writing to the last known address of
the registrant
deleted text end approximately six months prior to the registration's expiration date.

Sec. 10.

Minnesota Statutes 2012, section 336.9-531, is amended to read:


336.9-531 ELECTRONIC ACCESS; LIABILITY; RETENTION.

(a) Electronic access. The secretary of state may allow private parties to have
electronic access to the central filing system and to other computerized records maintained
by the secretary of state on a fee basis, except that: (1) visual access to electronic display
terminals at the public counters at the Secretary of State's Office must be without charge
and must be available during public counter hours; and (2) access by law enforcement
personnel, acting in an official capacity, must be without charge. If the central filing
system allows a form of electronic access to information regarding the obligations of
debtors, the access must be available 24 hours a day, every day of the year.

A Social Security number deleted text beginor tax identification numberdeleted text end maintained by the secretary
of state under this section is private data on individuals or nonpublic data, as defined in
section 13.02.

(b) Liability. The secretary of state, county recorders, and their employees and
agents are not liable for any loss or damages arising from errors in or omissions from
information entered into the central filing system as a result of the electronic transmission
of tax lien notices under sections 268.058, subdivision 1, paragraph (c); 270C.63,
subdivision 4
; 272.483; and 272.488, subdivisions 1 and 3.

The state, the secretary of state, counties, county recorders, and their employees and
agents are immune from liability that occurs as a result of errors in or omissions from
information provided from the central filing system.

(c) Retention. Once the image of a paper record has been captured by the central
filing system, the secretary of state may remove or direct the removal from the files and
destroy the paper record.

Sec. 11.

Minnesota Statutes 2012, section 336A.14, is amended to read:


336A.14 RESTRICTED USE OF INFORMATION.

A Social Security number deleted text beginor tax identification numberdeleted text end maintained by the secretary
of state under this section is private data on individuals or nonpublic data, as defined in
section 13.02. Information obtained from the seller of a farm product relative to the Social
Security number or tax identification number of the true owner of the farm product and all
information obtained from the master or limited list may not be used for purposes that are
not related to: (1) purchase of a farm product; (2) taking a security interest against a farm
product; or (3) perfecting a farm product statutory lien.