Minnesota Legislature
HF 2566
1st Engrossment - 94th Legislature (2025 - 2026) Posted on 04/02/2025 12:26pm
Bill Text Versions
| Engrossments | ||
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| Introduction | Posted on 03/20/2025 | |
| 1st Engrossment | Posted on 03/27/2025 |
Current Version - 1st Engrossment
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A bill for an act
relating to state government; establishing a process for removing fraudulent business
filings; authorizing rulemaking; appropriating money; amending Minnesota Statutes
2024, sections 13.485, subdivision 1, by adding a subdivision; 609.48, subdivision
1; proposing coding for new law in Minnesota Statutes, chapter 300.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
ARTICLE 1
MINNESOTA BUSINESS FILING FRAUD PREVENTION ACT
Section 1.
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[300.70] CITATION AND DEFINITIONS.
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new text begin Subdivision 1. new text end
new text begin Citation. new text end
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Sections 300.70 to 300.78 may be cited as the "Minnesota
Business Filing Fraud Prevention Act."
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new text begin Subd. 2. new text end
new text begin Definitions. new text end
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(a) For purposes of sections 300.70 to 300.78, the following terms
have the meanings given.
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(b) "Complainant" means a person who (1) delivers a declaration of wrongful filing, and
(2) has a connection to the allegedly wrongful filing or the related business.
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(c) "Filer" means the person who has allegedly made a wrongful filing.
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(d) "Office" means the Office of the Secretary of State.
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Sec. 2.
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[300.71] DECLARATION OF WRONGFUL FILING.
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new text begin Subdivision 1. new text end
new text begin Form and contents of declaration. new text end
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(a) A complainant may deliver a
declaration of wrongful filing to the office if the complainant believes that a document filed
under chapters 301 to 323A:
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(1) was not authorized to be filed; and
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(2) was filed with the intent to: (i) modify the ownership, registered agent, business
address, contact information, governance, or other information of a business on record; or
(ii) register a business using another person's name, address, or identity.
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(b) A declaration of wrongful filing must include:
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(1) the file number of the allegedly wrongful filing;
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(2) the complainant's name, mailing address, and email address;
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(3) whether the complainant is employed by or has an ownership interest in the business
that is the subject of the filing;
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(4) any information or evidence supporting the complainant's allegations under this
section;
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(5) a statement verifying the complainant believes in good faith that the facts stated in
the declaration are true; and
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(6) any other information the office deems necessary.
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(c) The office must provide a form for declarations filed under this section. A complainant
must use the provided form when submitting a declaration of wrongful filing.
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(d) A false material statement of fact in a declaration of wrongful filing or any other
document submitted under sections 300.70 to 300.78 is a violation of section 609.48.
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new text begin Subd. 2. new text end
new text begin Review of declaration. new text end
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(a) The office must promptly accept or reject a
declaration of wrongful filing.
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(b) The office may reject a declaration of wrongful filing that is incomplete, does not
use the provided form, or the office reasonably believes was delivered with the intent to
harass or defraud the filer. The office may reject a declaration of wrongful filing if the office
has already issued a final order on the filing identified in the declaration.
new text end
new text begin Subd. 3. new text end
new text begin Nonexclusive remedy. new text end
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The remedy in sections 300.70 to 300.78 is not exclusive.
An aggrieved party may seek district court action regardless of whether the individual has
initiated or completed the procedure described in these sections.
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Sec. 3.
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[300.72] NOTICE.
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(a) When the office accepts a declaration of wrongful filing, the office must provide
notice of the declaration to the complainant and the filer. The notice must describe the
allegations made in the declaration and the process used to resolve the allegations. The
notice must prominently state the response timeline in section 300.73 and the consequences
if the filer does not respond. The notice must prominently state that a false statement of
material fact in any documents submitted under sections 300.70 to 300.78 is a violation of
section 609.48.
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(b) The office must send the notice by first class mail, postage prepaid, to:
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(1) the complainant at the mailing address provided in the declaration; and
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(2) to the filer at:
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(i) the most recent registered business address associated with the filing named in the
declaration; or
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(ii) if a mailing address for the filer cannot be identified, the notice may be served on
the filer as provided under section 5.25, subdivision 6.
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(c) Notice is deemed received by the complainant and the filer upon mailing.
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(d) If the notice to the filer is returned as undeliverable, the office may deem the filing
fraudulent and immediately issue a final order as provided under section 300.76,
notwithstanding the time period under section 300.73.
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Sec. 4.
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[300.73] RESPONSE.
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(a) After notice is received, the filer must respond in writing to the allegations in the
declaration. The response must be received by the office within 21 calendar days of receipt
of the notice.
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(b) The filer's response under this section must include any information refuting the
allegations contained in the complainant's declaration.
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Sec. 5.
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[300.74] PROCEDURE WHEN NO RESPONSE RECEIVED.
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If the filer does not respond within the time period under section 300.73, the office must
deem the filing fraudulent and issue a final order as provided under section 300.76.
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Sec. 6.
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[300.75] PROCEDURE WHEN RESPONSE RECEIVED.
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new text begin Subdivision 1. new text end
new text begin Preliminary determination. new text end
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(a) If the filer responds within the period
under section 300.73, the office must further investigate the allegations in the declaration
and information in the response and make a preliminary determination regarding whether
the filing named in the declaration is fraudulent.
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(b) The office may request additional information from the complainant and the filer if
necessary to make the preliminary determination.
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new text begin Subd. 2. new text end
new text begin Notice of preliminary determination. new text end
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The office must send notice of the
preliminary determination to the complainant and the filer in the manner described under
section 300.72. Notice is deemed received in the manner described under section 300.72.
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new text begin Subd. 3. new text end
new text begin Response. new text end
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After notice is received, the nonprevailing party must respond to
the preliminary determination within ten calendar days with additional information or
evidence in support of the nonprevailing party's position. The prevailing party may send
additional information or evidence within the same time period. The response must be
received by the office within the time period provided under this subdivision.
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new text begin Subd. 4. new text end
new text begin Procedure if no second response is received. new text end
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If the nonprevailing party does
not respond as required under subdivision 3, the preliminary determination becomes final
and the office must issue a final order under section 300.76.
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new text begin Subd. 5. new text end
new text begin Procedure if second response is received. new text end
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If the nonprevailing party responds
as required under subdivision 3, the office must consider the additional information provided,
make a final determination regarding whether the filing named in the declaration is fraudulent,
and issue a final order under section 300.76.
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new text begin Subd. 6. new text end
new text begin Factors. new text end
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When making a preliminary or final determination under this section,
the office may consider various factors, including but not limited to:
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(1) whether the office has previously received declarations of wrongful filing or issued
final orders relating to the business, the filer, or the complainant;
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(2) the previous filing history relating to the business, the filer, or the complainant;
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(3) whether the filer or complainant failed to respond to a request for additional
information; and
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(4) whether the office is able to independently verify the information provided by the
filer or complainant using publicly available information.
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Sec. 7.
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[300.76] FINAL ORDER.
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new text begin Subdivision 1. new text end
new text begin Filings deemed fraudulent. new text end
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(a) If the office deems a filing fraudulent
under section 300.74 or 300.75, the office must issue a final order under this subdivision.
The final order must provide the office's rationale for deeming the filing fraudulent.
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(b) When a filing is deemed fraudulent pursuant to a final order under this subdivision,
the filing must be treated for legal purposes as if the filing never existed. In the case of a
business registered using a Minnesota resident's name, address, or identity without the
resident's authorization, the business is deemed dissolved.
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(c) When a filing is deemed fraudulent pursuant to a final order, the office must:
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(1) mark the unauthorized filing or the business record as unauthorized or fraudulent;
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(2) redact names and addresses that were used without authorization; and
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(3) retain a copy of the final order.
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(d) In addition to the actions in paragraph (c), the office may:
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(1) disable additional filing functionality on the business entity's record; or
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(2) take other action the office deems necessary to prevent further unauthorized filings,
protect private information, or prevent misuse of unauthorized information.
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new text begin Subd. 2. new text end
new text begin Filings deemed not fraudulent or insufficient evidence. new text end
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If the office
determines that a filing is not fraudulent or that insufficient information is available to make
a determination, the office must issue a final order stating that the office is not removing
the filing from the database. The final order must provide the office's rationale for
determining that the filing is not fraudulent or that insufficient information is available to
make a determination.
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Sec. 8.
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[300.77] JUDICIAL REVIEW.
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(a) Any party who is aggrieved by a final order under section 300.76 may appeal the
order to the district court of the Minnesota county where the business that is the subject of
the final order is registered or was registered before the business's dissolution or, if the
business is not registered in Minnesota, to the district court of Ramsey County. The aggrieved
party may also appeal the final order as part of any district court action between the filer
and complainant where the filing at issue is relevant to the issues in the case.
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(b) The aggrieved party must serve a written copy of a notice of appeal upon the office
and any adverse party of record within 30 calendar days after the date the final order was
issued and must also file the original notice and proof of service with the court administrator
of the district court. Service may be made in person or by mail. Service by mail is complete
upon mailing. The court administrator is prohibited from requiring a filing fee for appeals
taken pursuant to this section.
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(c) The office may elect to become a party to the proceedings in the district court.
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(d) The court may order that the office furnish the court and all parties to the proceedings
with a copy of the decision, the filing that is the subject of the decision, and any materials
or information submitted to the office. Any materials provided under this section that are
filed with the court must be done so under restricted access unless the court orders otherwise.
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(e) A party may obtain a hearing at a special term of the district court by serving a written
notice of the hearing's time and place at least ten days before the date of the hearing.
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(f) A party aggrieved by the order of the district court may appeal the order as in other
civil cases. Costs or disbursements must not be taxed against a party. A filing fee or bond
must not be required of a party.
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Sec. 9.
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[300.78] DATA PRACTICES.
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new text begin Subdivision 1. new text end
new text begin Definitions. new text end
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For purposes of this section, "nonpublic data" has the meaning
given in section 13.02, subdivision 9, and "private data on individuals" has the meaning
given in section 13.02, subdivision 12.
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new text begin Subd. 2. new text end
new text begin Data classification. new text end
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Data submitted by a complainant or filer under sections
300.70 to 300.78 is classified as nonpublic data or private data on individuals. A final order
under section 300.76 is public data, subject to the following: the complainant or filer's
personal contact information is classified as private data on individuals. The unredacted
version of a filing deemed fraudulent pursuant to a final order under section 300.76,
subdivision 1, is classified as nonpublic data or private data on individuals. The version of
the filing that has been redacted pursuant to section 300.76, subdivision 1, paragraph (c),
is classified as public data.
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new text begin Subd. 3. new text end
new text begin Dissemination permitted. new text end
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Notwithstanding subdivision 2, the office may
disseminate data of any classification collected, created, or maintained under sections 300.70
to 300.78:
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(1) to the attorney general to aid the office in the investigation and review of a filing
that is the subject of a declaration of wrongful filing;
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(2) to a person or agency if the office determines that access to the data aids a criminal
or civil investigation; or
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(3) if required or authorized by a court order or other state or federal law.
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Sec. 10. new text begin RULEMAKING.
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The secretary of state may adopt rules to carry out the provisions of this act.
Notwithstanding section 14.125, no time limit applies to the authority granted under this
section.
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new text begin EFFECTIVE DATE. new text end
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This section is effective the day following final enactment.
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Sec. 11. new text begin APPROPRIATION.
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$........ in fiscal year 2026 is appropriated from the general fund to the secretary of state
to administer this act. The appropriation is available until June 30, 2027. The amount
appropriated under this section is added to the secretary of state's budget base.
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Sec. 12. new text begin EFFECTIVE DATE.
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Sections 1 to 9 are effective for filings made on or after January 1, 2026.
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ARTICLE 2
DECEPTIVE MAILINGS
Section 1.
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[300.80] PROHIBITION ON DECEPTIVE BUSINESS MAILINGS.
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new text begin Subdivision 1. new text end
new text begin Definition. new text end
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For purposes of this section, "solicitation" means a
communication that is sent by a nongovernment third party to a business and that purports
to:
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(1) notify the business of an operating requirement, including but not limited to filing
documents with or retrieving documents from the Office of the Minnesota Secretary of
State; or
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(2) offer a service that relates to filing documents with, producing documents for, or
reporting information to the Office of the Minnesota Secretary of State.
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new text begin Subd. 2. new text end
new text begin Design and content requirements. new text end
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(a) A solicitation must:
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(1) include a clear statement indicating that the solicitation is an advertisement and is
not from a government agency. The statement must be placed at the top of a physical
document or the beginning of an electronic communication and must be in at least 24-point
font. All other text in the document must be smaller than the statement required by this
clause;
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(2) provide information indicating where an individual is able to directly file documents
with the secretary of state or retrieve copies of public records;
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(3) disclose the name and physical address of the company sending the solicitation. The
physical address must not be a post office box; and
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(4) for a mailed solicitation, prominently display in capital letters on the envelope or
outer wrapper the words "THIS IS NOT A GOVERNMENT DOCUMENT."
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(b) The overall design and language of a solicitation must not:
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(1) create the impression that the solicitation is an official government notice or document;
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(2) incorporate the Minnesota state seal or other logo or branding of the state or any
state agency; or
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(3) indicate or imply a legal duty to act on the solicitation or a penalty for failure to act
on the solicitation.
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new text begin Subd. 3. new text end
new text begin Penalties. new text end
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(a) A person who sends a solicitation that does not comply with the
requirements of this section is guilty of a misdemeanor.
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(b) A violation of this section is a violation of sections 325D.43 to 325D.48.
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ARTICLE 3
CONFORMING CHANGES
Section 1.
Minnesota Statutes 2024, section 13.485, subdivision 1, is amended to read:
Subdivision 1.
Scope.
The sections referred to in subdivisions 3 to deleted text begin 6deleted text end new text begin 7new text end are codified
outside this chapter. Those sections classify corporation data as other than public, place
restrictions on access to government data, or involve data sharing.
Sec. 2.
Minnesota Statutes 2024, section 13.485, is amended by adding a subdivision to
read:
new text begin Subd. 7. new text end
new text begin Business fraud investigations. new text end
new text begin
Government data related to investigations under
sections 300.70 to 300.78 are governed by section 300.78.
new text end
Sec. 3.
Minnesota Statutes 2024, section 609.48, subdivision 1, is amended to read:
Subdivision 1.
Acts constituting.
Whoever makes a false material statement not believing
it to be true in any of the following cases is guilty of perjury and may be sentenced as
provided in subdivision 4:
(1) in or for an action, hearing or proceeding of any kind in which the statement is
required or authorized by law to be made under oath or affirmation;
(2) in any writing which is required or authorized by law to be under oath or affirmation;
(3) in any writing made according to section 358.115;
(4) in any writing made according to section 358.116; deleted text begin or
deleted text end
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(5) in any writing made according to sections 300.70 to 300.78; or
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deleted text begin (5)deleted text end new text begin (6)new text end in any other case in which the penalties for perjury are imposed by law and no
specific sentence is otherwise provided.