as introduced - 79th Legislature (1995 - 1996) Posted on 12/15/2009 12:00am
1.1 A bill for an act 1.2 relating to the secretary of state; regulating filings 1.3 and related matters; providing for service of process; 1.4 amending Minnesota Statutes 1994, sections 5.22, 1.5 subdivision 1; 48.185, subdivision 7; 79A.06, 1.6 subdivision 5; 168.27, subdivision 19a; 221.67; 1.7 302A.115, subdivision 1; 302A.121, subdivision 1; 1.8 302A.701; 302A.901, subdivision 1; 303.03; 303.06, 1.9 subdivision 1; 303.13, subdivision 1; 303.14, 1.10 subdivision 3; 308A.121, subdivision 1; 309.56, 1.11 subdivision 1; 317A.115, subdivision 2; 317A.823, 1.12 subdivision 1; 317A.901, subdivision 1; 319A.03; 1.13 322A.02; 322A.761; 322B.12, subdivision 1; 322B.80, 1.14 subdivision 1; 322B.876, subdivision 1; 322B.955; 1.15 322B.960, subdivisions 1 and 3; 323.44, subdivisions 1.16 1, 2, 4, 5, and 6; 323.45, subdivisions 1 and 5; 1.17 323.46; 323.47, subdivision 1; 325F.70, subdivision 2; 1.18 330.11, subdivision 3; 333.001; 333.01; 333.055, 1.19 subdivision 4; 333.21, subdivision 1; 336.9-403; 1.20 336A.11, subdivision 2; 540.152; and 543.08; proposing 1.21 coding for new law in Minnesota Statutes, chapters 5; 1.22 and 323; repealing Minnesota Statutes 1994, sections 1.23 302A.901, subdivisions 2, 2a, 3, and 4; 303.13, 1.24 subdivisions 2, 3, 4, and 5; 317A.901, subdivisions 2, 1.25 3, and 4; 322B.876, subdivisions 2, 3, and 4; 1.26 322B.901; and 323.47, subdivisions 2, 3, and 4. 1.27 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 1.28 ARTICLE 1 1.29 Section 1. [5.25] [SERVICE OF PROCESS.] 1.30 Subdivision 1. [WHO MAY BE SERVED.] A process, notice, or 1.31 demand required or permitted by law to be served upon an entity 1.32 governed by chapter 221, 302A, 303, 317A, 322A, 322B, 323, 330, 1.33 540, or 543 may be served on: (1) the registered agent, if any; 1.34 (2) if no agent has been appointed then on an officer, manager, 1.35 or partner of the entity; or (3) if no agent, officer, manager, 1.36 or partner can be found, on the secretary of state as provided 2.1 in this section. 2.2 Subd. 2. [SERVICE ON MOTOR CARRIERS AND UNIONS, GROUPS, OR 2.3 ASSOCIATIONS.] When service of process is to be made on the 2.4 secretary of state according to section 221.67 or 540.152, the 2.5 procedure in this subdivision applies. Service must be made by 2.6 filing the process, notice, or demand with the secretary of 2.7 state along with the payment of a fee of $35. Within ten days 2.8 of the filing with the secretary of state, a copy of the 2.9 process, notice, or demand shall be sent to the defendant's last 2.10 known address by the person who caused it to be served on the 2.11 secretary of state. 2.12 Subd. 3. [SERVICE ON CERTAIN BUSINESS ENTITIES; 2.13 AUCTIONEERS.] When service of process is to be made on the 2.14 secretary of state for entities governed by chapter 302A, 317A, 2.15 322A, 322B, 323, 330, or 543, the procedure in this subdivision 2.16 applies. Service must be made by filing with the secretary of 2.17 state two copies of the process, notice, or demand along with 2.18 payment of a $35 fee. 2.19 Subd. 4. [SERVICE ON FOREIGN CORPORATION.] (a) Service of 2.20 a process, notice, or demand may be made on a foreign 2.21 corporation authorized to transact business in this state by 2.22 delivering to and leaving with the secretary of state, or with 2.23 an authorized deputy or clerk in the secretary of state's 2.24 office, two copies of it and a fee of $50 in the following 2.25 circumstances: (1) if the foreign corporation fails to appoint 2.26 or maintain in this state a registered agent upon whom service 2.27 of process may be had; (2) whenever a registered agent cannot be 2.28 found at its registered office in this state, as shown by the 2.29 return of the sheriff of the county in which the registered 2.30 office is situated, or by an affidavit of attempted service by a 2.31 person not a party; (3) whenever a corporation withdraws from 2.32 the state; or (4) whenever the certificate of authority of a 2.33 foreign corporation is revoked or canceled. 2.34 However, after a foreign corporation withdraws from the 2.35 state, according to section 303.16, service upon the corporation 2.36 may be made according to this section only when based upon a 3.1 liability or obligation of the corporation incurred within this 3.2 state or arising out of any business done in this state by the 3.3 corporation before the issuance of a certificate of withdrawal. 3.4 (b) A foreign corporation is considered to be doing 3.5 business in Minnesota if it makes a contract with a resident of 3.6 Minnesota to be performed in whole or in part by either party in 3.7 Minnesota, or if it commits a tort in whole or in part in 3.8 Minnesota against a resident of Minnesota. These acts are 3.9 considered to be equivalent to the appointment by the foreign 3.10 corporation of the secretary of state of Minnesota and 3.11 successors to be its true and lawful attorney upon whom may be 3.12 served all lawful process in actions or proceedings against the 3.13 foreign corporation arising from or growing out of the contract 3.14 or tort. Process must be served in duplicate upon the secretary 3.15 of state, together with the address to which service is to be 3.16 sent and a fee of $50. The making of the contract or the 3.17 committing of the tort is considered to be the agreement of the 3.18 foreign corporation that any process against it which is so 3.19 served upon the secretary of state has the same legal force and 3.20 effect as if served personally on it within the state of 3.21 Minnesota. 3.22 Subd. 5. [SERVICE ON DISSOLVED, WITHDRAWN, OR REVOKED 3.23 BUSINESS ENTITY.] (a) Process, notice, or demand may be served 3.24 on a dissolved, withdrawn, or revoked business entity that was 3.25 governed by chapter 302A, 303, 317A, 322A, 322B, or 323 as 3.26 provided in this subdivision. The court shall determine if 3.27 service is proper. 3.28 (b) If a business entity has voluntarily dissolved or has 3.29 withdrawn its request for authority to transact business in this 3.30 state, or a court has entered a decree of dissolution or 3.31 revocation of authority to do business, service must be made 3.32 according to subdivision 3 or 4, so long as claims are not 3.33 barred under the provisions of the chapter that governed the 3.34 business entity. 3.35 (c) If a business entity has been involuntarily dissolved 3.36 or its authority to transact business in this state has been 4.1 revoked, service must be made according to subdivision 3 or 4. 4.2 Subd. 6. [DUTIES OF SECRETARY OF STATE.] In the case of 4.3 service of process according to subdivision 3 or 4, the 4.4 secretary of state shall immediately cause one copy of a service 4.5 of process to be forwarded by certified mail addressed to the 4.6 business entity: 4.7 (1) in care of the agent of the business entity, at its 4.8 registered office in this state as it appears in the records of 4.9 the secretary of state; 4.10 (2) at the address designated in the application for 4.11 withdrawal, if the business entity has withdrawn from this state 4.12 in the manner provided by law; 4.13 (3) at the address provided by the party submitting the 4.14 document for service of process if the business entity's 4.15 authority to do business in this state has been revoked; or 4.16 (4) at the address provided by the party submitting the 4.17 document for service of process if the business entity has never 4.18 been authorized to do business in this state. 4.19 Subd. 7. [TIME TO ANSWER.] If a summons is to be served 4.20 upon the secretary of state according to subdivision 3 or 4, the 4.21 business entity so served has 30 days from the date of mailing 4.22 by the secretary of state in which to answer the complaint. 4.23 Subd. 8. [OTHER METHODS OF SERVICE.] Nothing in this 4.24 section limits the right of a person to serve any process, 4.25 notice, or demand required or permitted by law to be served upon 4.26 a business entity in another manner. 4.27 Sec. 2. Minnesota Statutes 1994, section 48.185, 4.28 subdivision 7, is amended to read: 4.29 Subd. 7. Any bank or savings bank extending credit in 4.30 compliance with the provisions of this section, which is injured 4.31 competitively by violations of this section by another bank or 4.32 savings bank, may institute a civil action in the district court 4.33 of this state against that bank or savings bank for an 4.34 injunction prohibiting any violation of this section. The 4.35 court, upon proper proof that the defendant has engaged in any 4.36 practice in violation of this section, may enjoin the future 5.1 commission of that practice. Proof of monetary damage or loss 5.2 of profits shall not be required. Costs and attorneys' fees may 5.3 be allowed to the plaintiff, unless the court directs 5.4 otherwise. The relief provided in this subdivision is in 5.5 addition to remedies otherwise available against the same 5.6 conduct under the common law or statutes of this state. 5.7 Service of process shall be as in any other civil suit, 5.8 except that if a defendant in the action is a foreign 5.9 corporation or a national banking association with its principal 5.10 place of business in another state, service of process may also 5.11 be made by personal service outside the state, or in the manner 5.12 provided by section303.13, subdivision 1, clause (3)5.25, or 5.13 in such manner as the court may direct, or in accordance with 5.14 section 45.028, subdivision 2. Process is valid if it satisfies 5.15 the requirements of due process of law, whether or not defendant 5.16 is doing business in Minnesota regularly or habitually. 5.17 Sec. 3. Minnesota Statutes 1994, section 79A.06, 5.18 subdivision 5, is amended to read: 5.19 Subd. 5. [PRIVATE EMPLOYERS WHO HAVE CEASED TO BE 5.20 SELF-INSURED.] Private employers who have ceased to be private 5.21 self-insurers shall discharge their continuing obligations to 5.22 secure the payment of compensation which is accrued during the 5.23 period of self-insurance, for purposes of Laws 1988, chapter 5.24 674, sections 1 to 21, by compliance with all of the following 5.25 obligations of current certificate holders: 5.26 (1) Filing reports with the commissioner to carry out the 5.27 requirements of this chapter; 5.28 (2) Depositing and maintaining a security deposit for 5.29 accrued liability for the payment of any compensation which may 5.30 become due, pursuant to chapter 176. However, if a private 5.31 employer who has ceased to be a private self-insurer purchases 5.32 an insurance policy from an insurer authorized to transact 5.33 workers' compensation insurance in this state which provides 5.34 coverage of all claims for compensation arising out of injuries 5.35 occurring during the period the employer was self-insured, 5.36 whether or not reported during that period, the policy will 6.1 discharge the obligation of the employer to maintain a security 6.2 deposit for the payment of the claims covered under the policy. 6.3 The policy may not be issued by an insurer unless it has 6.4 previously been approved as to form and substance by the 6.5 commissioner; and 6.6 (3) Paying within 30 days all assessments of which notice 6.7 is sent by the security fund, for a period of seven years from 6.8 the last day its certificate of self-insurance was in effect. 6.9 Thereafter, the private employer who has ceased to be a private 6.10 self-insurer may either: (a) continue to pay within 30 days all 6.11 assessments of which notice is sent by the security fund until 6.12 it has no incurred liabilities for the payment of compensation 6.13 arising out of injuries during the period of self-insurance; or 6.14 (b) pay the security fund a cash payment equal to four percent 6.15 of the net present value of all remaining incurred liabilities 6.16 for the payment of compensation under sections 176.101 and 6.17 176.111 as certified by a member of the casualty actuarial 6.18 society. Assessments shall be based on the benefits paid by the 6.19 employer during the calendar year immediately preceding the 6.20 calendar year in which the employer's right to self-insure is 6.21 terminated or withdrawn. 6.22 In addition to proceedings to establish liabilities and 6.23 penalties otherwise provided, a failure to comply may be the 6.24 subject of a proceeding before the commissioner. An appeal from 6.25 the commissioner's determination may be taken pursuant to the 6.26 contested case procedures of chapter 14 within 30 days of the 6.27 commissioner's written determination. 6.28 Any current or past member of the self-insurers' security 6.29 fund is subject to service of process on any claim arising out 6.30 of chapter 176 or this chapter in the manner provided by section 6.31303.13, subdivision 1, clause (3)5.25, or as otherwise provided 6.32 by law. The issuance of a certificate to self-insure to the 6.33 private self-insured employer shall be deemed to be the 6.34 agreement that any process which is served in accordance with 6.35 this section shall be of the same legal force and effect as if 6.36 served personally within this state. 7.1 Sec. 4. Minnesota Statutes 1994, section 168.27, 7.2 subdivision 19a, is amended to read: 7.3 Subd. 19a. [INJUNCTION.] The commissioner or a county 7.4 attorney may institute a civil action in the name of the state 7.5 in district court for an injunction prohibiting a violation of 7.6 this section. The court, upon proper proof that the defendant 7.7 has engaged in a practice prohibited by this section, may enjoin 7.8 the future commission of that practice. It is not a defense to 7.9 an action that the state may have adequate remedies at law. 7.10 Service of process must be as in any other civil suit, except 7.11 that where a defendant in the action is a natural person or firm 7.12 residing outside the state, or is a foreign corporation, service 7.13 of process may also be made by personal service outside the 7.14 state; in the manner provided by section303.13, subdivision 1,7.15paragraph (3)5.25; or as the court may direct. Process is 7.16 valid if it satisfies the requirements of due process of law, 7.17 whether or not the defendant is doing business in Minnesota 7.18 regularly or habitually. Nothing in this subdivision limits the 7.19 rights or remedies otherwise available to persons under common 7.20 law or other statutes of this state. 7.21 Sec. 5. Minnesota Statutes 1994, section 221.67, is 7.22 amended to read: 7.23 221.67 [SERVICE OF PROCESS.] 7.24 The use of any of the public highways of this state for the 7.25 transportation of persons or property for compensation by a 7.26 motor carrier in interstate commerce shall be deemed an 7.27 irrevocable appointment by the carrier of the secretary of state 7.28 to be the carrier's true and lawful attorney upon whom may be 7.29 served all legal process in any action or proceeding brought 7.30 under this chapter against the carrier or the carrier's 7.31 executor, administrator, personal representative, heirs, 7.32 successors or assigns. This use is a signification of agreement 7.33 by the interstate motor carrier that any process in any action 7.34 against the carrier or the carrier's executor, administrator, 7.35 personal representative, heirs, successors, or assigns which is 7.36 so served shall be of the same legal force and validity as if 8.1 served upon the carrier personally. Service shall be madeby8.2serving a copy thereof upon the secretary of state or by filing8.3a copy in the office of the secretary of state, together with8.4payment of a fee of $35, and the service shall be sufficient8.5service upon the absent motor carrier if notice of the service8.6and a copy of the process are within ten days thereafter sent by8.7mail by the plaintiff to the defendant at the defendant's last8.8known addressaccording to section 5.25 and the plaintiff's 8.9 affidavit of compliance with the provisions of this section and 8.10 sections 221.60, 221.65, and 221.68ismust be attached to the 8.11 summons. 8.12 Sec. 6. Minnesota Statutes 1994, section 302A.901, 8.13 subdivision 1, is amended to read: 8.14 Subdivision 1. [WHO MAY BE SERVED.] A process, notice, or 8.15 demand required or permitted by law to be served upon a 8.16 corporation may be served either upon the registered agent, if 8.17 any, of the corporation named in the articles, or upon an 8.18 officer of the corporation, or upon the secretary of state as 8.19 provided inthissection 5.25. 8.20 Sec. 7. Minnesota Statutes 1994, section 303.03, is 8.21 amended to read: 8.22 303.03 [FOREIGN CORPORATIONS MUST HAVE CERTIFICATE OF 8.23 AUTHORITY.] 8.24 No foreign corporation shall transact business in this 8.25 state unless it holds a certificate of authority so to do; and 8.26 no foreign corporation whose certificate of authority has been 8.27 revoked or canceled pursuant to the provisions of this chapter 8.28 shall be entitled to obtain a certificate of authority except in 8.29 accordance with the provisions of section 303.19. This section 8.30 does not establish standards for those activities that may 8.31 subject a foreign corporation to taxation under section 290.015 8.32 and to the reporting requirements of section 290.371. Without 8.33 excluding other activities which may not constitute transacting 8.34 business in this state, and subject to the provisions of 8.35 sections303.135.25 and 543.19, a foreign corporation shall not 8.36 be considered to be transacting business in this state for the 9.1 purposes of this chapter solely by reason of carrying on in this 9.2 state any one or more of the following activities: 9.3 (a) Maintaining or defending any action or suit or any 9.4 administrative or arbitration proceeding, or effecting the 9.5 settlement thereof or the settlement of claims or disputes; 9.6 (b) Holding meetings of its directors or shareholders or 9.7 carrying on other activities concerning its internal affairs; 9.8 (c) Maintaining bank accounts; 9.9 (d) Maintaining offices or agencies for the transfer, 9.10 exchange, and registration of its securities, or appointing and 9.11 maintaining trustees or depositaries with relation to its 9.12 securities; 9.13 (e) Holding title to and managing real or personal 9.14 property, or any interest therein, situated in this state, as 9.15 executor of the will or administrator of the estate of any 9.16 decedent, as trustee of any trust, or as guardian or conservator 9.17 of the person or estate, or both, of any person; 9.18 (f) Making, participating in, or investing in loans or 9.19 creating, as borrower or lender, or otherwise acquiring 9.20 indebtedness or mortgages or other security interests in real or 9.21 personal property; 9.22 (g) Securing or collecting its debts or enforcing any 9.23 rights in property securing them; or 9.24 (h) Conducting an isolated transaction completed within a 9.25 period of 30 days and not in the course of a number of repeated 9.26 transactions of like nature. 9.27 Sec. 8. Minnesota Statutes 1994, section 303.06, 9.28 subdivision 1, is amended to read: 9.29 Subdivision 1. [CONTENTS.] In order to procure a 9.30 certificate of authority to transact business in this state, a 9.31 foreign corporation shall make application therefor to the 9.32 secretary of state, which application shall set forth: 9.33 (1) the name of the corporation and the state or country 9.34 under the laws of which it is organized; 9.35 (2) if the name of the corporation does not comply with 9.36 section 303.05, then the name which it agrees to use in this 10.1 state; 10.2 (3) the address of its proposed registered office in this 10.3 state and the name of its proposed registered agent in this 10.4 state; 10.5 (4) that it irrevocably consents to the service of process 10.6 upon it as set forth in section303.135.25, or any amendment 10.7 thereto; and 10.8 (5) a statement that the officers executing the application 10.9 have been duly authorized so to do by the board of directors of 10.10 the corporation. 10.11 Sec. 9. Minnesota Statutes 1994, section 303.13, 10.12 subdivision 1, is amended to read: 10.13 Subdivision 1. [FOREIGN CORPORATION.] A foreign 10.14 corporation shall be subject to service of process, as follows: 10.15 (1) by service on its registered agent.; or 10.16 (2)When any foreign corporation authorized to transact10.17business in this state fails to appoint or maintain in this10.18state a registered agent upon whom service of process may be10.19had, or whenever any registered agent cannot be found at its10.20registered office in this state, as shown by the return of the10.21sheriff of the county in which the registered office is10.22situated, or by an affidavit of attempted service by any person10.23not a party, or whenever any corporation withdraws from the10.24state, or whenever the certificate of authority of any foreign10.25corporation is revoked or canceled, service may be made by10.26delivering to and leaving with the secretary of state, or with10.27any authorized deputy or clerk in the secretary of state's10.28office, two copies thereof and a fee of $50; provided, that10.29after a foreign corporation withdraws from the state, pursuant10.30to section 303.16, service upon the corporation may be made10.31pursuant to the provisions of this section only when based upon10.32a liability or obligation of the corporation incurred within10.33this state or arising out of any business done in this state by10.34the corporation prior to the issuance of a certificate of10.35withdrawal.10.36(3) If a foreign corporation makes a contract with a11.1resident of Minnesota to be performed in whole or in part by11.2either party in Minnesota, or if a foreign corporation commits a11.3tort in whole or in part in Minnesota against a resident of11.4Minnesota, such acts shall be deemed to be doing business in11.5Minnesota by the foreign corporation and shall be deemed11.6equivalent to the appointment by the foreign corporation of the11.7secretary of the state of Minnesota and successors to be its11.8true and lawful attorney upon whom may be served all lawful11.9process in any actions or proceedings against the foreign11.10corporation arising from or growing out of the contract or11.11tort. Process shall be served in duplicate upon the secretary11.12of state, together with the address to which service is to be11.13sent and a fee of $50 and the secretary of state shall mail one11.14copy thereof to the corporation at the last address listed on11.15the records of the secretary of state or the address provided by11.16the party requesting service, and the corporation shall have 3011.17days within which to answer from the date of the mailing,11.18notwithstanding any other provision of the law. The making of11.19the contract or the committing of the tort shall be deemed to be11.20the agreement of the foreign corporation that any process11.21against it which is so served upon the secretary of state shall11.22be of the same legal force and effect as if served personally on11.23it within the state of Minnesotaas provided in section 5.25. 11.24 Sec. 10. Minnesota Statutes 1994, section 309.56, 11.25 subdivision 1, is amended to read: 11.26 Subdivision 1. Any charitable organization or professional 11.27 fund raiser which solicits contributions in this state, but does 11.28 not maintain an office within the state shall be subject to 11.29 service of process, as follows: 11.30 (a) By service thereof on its registered agent within the 11.31 state, or if there be no such registered agent, then upon the 11.32 person, if any, who has been designated in the registration 11.33 statement as having custody of books and records within this 11.34 state; where service is effected upon the person so designated 11.35 in the registration statement a copy of the process shall, in 11.36 addition, be mailed to the charitable organization or 12.1 professional fund raiser at its last known address; 12.2 (b) When a charitable organization or professional fund 12.3 raiser has solicited contributions in this state, but maintains 12.4 no office within the state, has no registered agent within the 12.5 state, and no designated person having custody of its books and 12.6 records within the state, or when a registered agent or person 12.7 having custody of its books and records within the state cannot 12.8 be found as shown by the return of the sheriff of the county in 12.9 which such registered agent or person having custody of books 12.10 and records has been represented by the charitable organization 12.11 or professional fund raiser as maintaining an office, service 12.12 may be made as in any other civil suit, or in the manner 12.13 provided by section303.13, subdivision 1, clause (3)5.25, or 12.14 in a manner as the court may direct. 12.15 Sec. 11. Minnesota Statutes 1994, section 317A.901, 12.16 subdivision 1, is amended to read: 12.17 Subdivision 1. [WHO MAY BE SERVED.] A process, notice, or 12.18 demand required or permitted by law to be served upon a 12.19 corporation may be served upon the registered agent, if any, of 12.20 the corporation named in the articles, upon an officer of the 12.21 corporation, or upon the secretary of state as provided inthis12.22 section 5.25. 12.23 Sec. 12. Minnesota Statutes 1994, section 322A.761, is 12.24 amended to read: 12.25 322A.761 [SERVICE OF PROCESS ON LIMITED PARTNERSHIP OR 12.26 FOREIGN LIMITED PARTNERSHIP.] 12.27 A process, notice, or demand required or permitted by law 12.28 to be served upon a limited partnership or foreign limited 12.29 partnership may be served either upon the registered agent, if 12.30 any, of the limited partnership or foreign limited partnership 12.31 named in the certificate or registration, or upon a general 12.32 partner of the limited partnership or foreign limited 12.33 partnership, or upon the secretary of state as provided in 12.34 section302A.9015.25. 12.35 Sec. 13. Minnesota Statutes 1994, section 322B.876, 12.36 subdivision 1, is amended to read: 13.1 Subdivision 1. [WHO MAY BE SERVED.] A process, notice, or 13.2 demand required or permitted by law to be served upon a limited 13.3 liability company may be served either upon the registered 13.4 agent, if any, of the limited liability company named in the 13.5 articles of organization, or upon a manager of the limited 13.6 liability company, or upon the secretary of state as provided in 13.7thissection 5.25. 13.8 Sec. 14. Minnesota Statutes 1994, section 322B.955, is 13.9 amended to read: 13.10 322B.955 [SERVICE OF PROCESS.] 13.11 Service of process on a foreign limited liability company 13.12 must be as provided in section322B.8765.25. 13.13 Sec. 15. Minnesota Statutes 1994, section 323.47, 13.14 subdivision 1, is amended to read: 13.15 Subdivision 1. [WHO MAY BE SERVED.] A process, notice, or 13.16 demand required or permitted by law to be served on a limited 13.17 liability partnership may be served either on the registered 13.18 agent of the limited liability partnership, if any, or on any 13.19 responsible person found at the registered office of the limited 13.20 liability partnership or on the secretary of state as provided 13.21 inthissection 5.25. 13.22 Sec. 16. Minnesota Statutes 1994, section 325F.70, 13.23 subdivision 2, is amended to read: 13.24 Subd. 2. [SERVICE OF PROCESS.] Service of process shall be 13.25 as in any other civil suit, except that where a defendant in 13.26 such action is a natural person or firm residing outside the 13.27 state, or is a foreign corporation, service of process may also 13.28 be made by personal service outside the state, or in the manner 13.29 provided by section303.13, subdivision 1(3)5.25, or in such 13.30 manner as the court may direct. Process is valid if it 13.31 satisfies the requirements of due process of law, whether or not 13.32 defendant is doing business in Minnesota regularly or habitually. 13.33 Sec. 17. Minnesota Statutes 1994, section 330.11, 13.34 subdivision 3, is amended to read: 13.35 Subd. 3. Every nonresident applicant shall file an 13.36 irrevocable consent that suits and actions may be commenced 14.1 against such applicant in any court of competent jurisdiction in 14.2 this state by the service on the secretary of state of any 14.3 summons, process, or pleadings authorized by the laws of the 14.4 state of Minnesota. This consent shall stipulate that the 14.5 service of such process or pleadings on the secretary of state 14.6 shall be taken and held in all courts to be as valid and binding 14.7 as if due service had been made upon the applicant in the state 14.8 of Minnesota. In case any summons, process, or pleadings are 14.9 served upon the secretary of state, it shall beby duplicate14.10copies, one of which shall be retained in the office of the14.11secretary of state, and the other to be forwarded immediately by14.12certified mail to the address of the applicant, as shown by the14.13records of the secretary of state, against whom the summons,14.14process, or pleadings may be divested. A fee of $35 must be14.15paid to the secretary of state for each serviceaccording to 14.16 section 5.25. 14.17 Sec. 18. Minnesota Statutes 1994, section 540.152, is 14.18 amended to read: 14.19 540.152 [SERVICE OF PROCESS ON UNIONS, GROUPS, OR 14.20 ASSOCIATIONS.] 14.21 The transaction of any acts, business, or activities within 14.22 the state of Minnesota by any officer, agent, representative, 14.23 employee, or member of any union or other groups or associations 14.24 having officers, agents, members, or property without the state 14.25 on behalf of the union or other groups or associations or any of 14.26 its members or affiliated local unions shall be deemed an 14.27 appointment by the union or other groups or associations of the 14.28 secretary of state of the state of Minnesota to be the true and 14.29 lawful attorney of the union or other groups or associations, 14.30 upon whom may be served all legal processes or notices in any 14.31 action or proceeding against or involving the union or other 14.32 groups or associations growing out of any acts, business or 14.33 activities within the state of Minnesota resulting in damage or 14.34 loss to person or property or giving rise to any cause of action 14.35 under the laws of the state of Minnesota or to any matters or 14.36 proceedings arising under the Minnesota labor relations act. 15.1 Such acts, business, or activities shall be a signification of 15.2 the agreement of the union or other groups or associations and 15.3 its members that any process or notice in any action, matter, or 15.4 proceeding against or involving it, which is so served, shall be 15.5 of the same legal force and validity as if served upon the union 15.6 or other groups or associations and its members personally. 15.7 Service of process or notice shall be madeby filing a copy15.8thereof in the office of the secretary of state, together with15.9payment of a fee of $35 and together with an affidavit stating15.10that no officer or managing agent of the union or other group or15.11association has been found in this state and setting forth an15.12address to which the service shall be forwardedaccording to 15.13 section 5.25. The service shall be sufficient service upon the 15.14 union or other groups or associations and its members.Notice15.15of service and a copy of the process or notice shall, within ten15.16days thereafter, be sent by mail by the person who caused it to15.17be served on the union or other groups or associations at its15.18last known address and an affidavit of compliance with the15.19provisions of this chapter shall be filed with the court or15.20other state agency or department before which the action,15.21matter, or proceeding is pending.15.22 Sec. 19. Minnesota Statutes 1994, section 543.08, is 15.23 amended to read: 15.24 543.08 [SUMMONS, SERVICE UPON CERTAIN CORPORATIONS.] 15.25 If a private domestic corporation has no officer at the 15.26 registered office of the corporation within the state upon whom 15.27 service can be made, of which fact the return of the sheriff of 15.28 the county in which that office is located, or the affidavit of 15.29 a private person not a party, that none can be found in that 15.30 county shall be conclusive evidence, service of the summons upon 15.31 it may be madeby depositing two copies, together with a fee of15.32$35 with the secretary of state, which shall be deemed personal15.33service upon the corporation. One of the copies shall be filed15.34by the secretary, and the other forthwith mailed by the15.35secretary to the corporation by certified mail, if the place of15.36its main office is known to the secretary or is disclosed by the16.1files in the officeaccording to section 5.25. 16.2 If the defendant is a foreign insurance corporation, the 16.3 summons may be served in compliance with section 45.028, 16.4 subdivision 2. 16.5 Sec. 20. [REPEALER.] 16.6 Minnesota Statutes 1994, sections 302A.901, subdivisions 2, 16.7 2a, 3, and 4; 303.13, subdivisions 2, 3, 4, and 5; 317A.901, 16.8 subdivisions 2, 3, and 4; 322B.876, subdivisions 2, 3, and 4; 16.9 and 323.47, subdivisions 2, 3, and 4, are repealed. 16.10 ARTICLE 2 16.11 Section 1. Minnesota Statutes 1994, section 302A.115, 16.12 subdivision 1, is amended to read: 16.13 Subdivision 1. [REQUIREMENTS; PROHIBITIONS.] The corporate 16.14 name: 16.15 (a) Shall be in the English language or in any other 16.16 language expressed in English letters or characters; 16.17 (b) Shall contain the word "corporation," "incorporated," 16.18 or "limited," or shall contain an abbreviation of one or more of 16.19 these words, or the word "company" or the abbreviation "Co." if 16.20 that word or abbreviation is not immediately preceded by the 16.21 word "and" or the character "&"; 16.22 (c) Shall not contain a word or phrase that indicates or 16.23 implies that it is incorporated for a purpose other than a legal 16.24 business purpose; 16.25 (d) Shall be distinguishable upon the records in the office 16.26 of the secretary of state from the name of each domestic 16.27 corporation, limited partnership, limited liability partnership, 16.28 and limited liability company, whether profit or nonprofit, and 16.29 each foreign corporation, limited partnership, limited liability 16.30 partnership, and limited liability company authorized or 16.31 registered to do business in this state, whether profit or 16.32 nonprofit, and each name the right to which is, at the time of 16.33 incorporation, reserved as provided for in sections 302A.117, 16.34 322A.03, 322B.125, or 333.001 to 333.54, unless there is filed 16.35 with the articles one of the following: 16.36 (1) The written consent of the domestic corporation, 17.1 limited partnership, limited liability partnership, or limited 17.2 liability company, or the foreign corporation, limited 17.3 partnership, limited liability partnership, or limited liability 17.4 company authorized or registered to do business in this state or 17.5 the holder of a reserved name or a name filed by or registered 17.6 with the secretary of state under sections 333.001 to 333.54 17.7 having a name that is not distinguishable; 17.8 (2) A certified copy of a final decree of a court in this 17.9 state establishing the prior right of the applicant to the use 17.10 of the name in this state; or 17.11 (3) The applicant's affidavit that the corporation, limited 17.12 partnership, or limited liability company with the name that is 17.13 not distinguishable has been incorporated or on file in this 17.14 state for at least three years prior to the affidavit, if it is 17.15 a domestic corporation, limited partnership, or limited 17.16 liability company, or has been authorized or registered to do 17.17 business in this state for at least three years prior to the 17.18 affidavit, if it is a foreign corporation, limited partnership, 17.19 or limited liability company, or that the holder of a name filed 17.20 or registered with the secretary of state under sections 333.001 17.21 to 333.54 filed or registered that name at least three years 17.22 prior to the affidavit; that the corporation, limited 17.23 partnership, or limited liability company or holder has not 17.24 during the three-year period filed any document with the 17.25 secretary of state; that the applicant has mailed written notice 17.26 to the corporation, limited partnership, or limited liability 17.27 company or the holder of a name filed or registered with the 17.28 secretary of state under sections 333.001 to 333.54 by certified 17.29 mail, return receipt requested, properly addressed to the 17.30 registered office of the corporation or in care of the agent of 17.31 the limited partnership, or the address of the holder of a name 17.32 filed or registered with the secretary of state under sections 17.33 333.001 to 333.54, shown in the records of the secretary of 17.34 state, stating that the applicant intends to use a name that is 17.35 not distinguishable and the notice has been returned to the 17.36 applicant as undeliverable to the addressee corporation, limited 18.1 partnership, limited liability company, or holder of a name 18.2 filed or registered with the secretary of state under sections 18.3 333.001 to 333.54; that the applicant, after diligent inquiry, 18.4 has been unable to find any telephone listing for the 18.5 corporation, limited partnership, or limited liability company 18.6 with the name that is not distinguishable in the county in which 18.7 is located the registered office of the corporation, limited 18.8 partnership, or limited liability company shown in the records 18.9 of the secretary of state or has been unable to find any 18.10 telephone listing for the holder of a name filed or registered 18.11 with the secretary of state under sections 333.001 to 333.54 in 18.12 the county in which is located the address of the holder shown 18.13 in the records of the secretary of state; and that the applicant 18.14 has no knowledge that the corporation, limited partnership, 18.15 limited liability company, or holder of a name filed or 18.16 registered with the secretary of state under sections 333.001 to 18.17 333.54 is currently engaged in business in this state. 18.18 Sec. 2. Minnesota Statutes 1994, section 308A.121, 18.19 subdivision 1, is amended to read: 18.20 Subdivision 1. [NAME.] The name of a cooperative must 18.21 distinguish the cooperative upon the records in the office of 18.22 the secretary of state from the name of a domestic corporation, 18.23 whether profit or nonprofit, or a limited partnership, or a 18.24 foreign corporation or a limited partnership authorized or 18.25 registered to do business in this state, whether profit or 18.26 nonprofit, a limited liability company, whether domestic or 18.27 foreign, a limited liability partnership, whether domestic or 18.28 foreign, or a name the right to which is, at the time of 18.29 incorporation, reserved or provided for in sections 302A.117, 18.30 317A.117, 322A.03, 322B.125, or 333.001 to 333.54. 18.31 Sec. 3. Minnesota Statutes 1994, section 317A.115, 18.32 subdivision 2, is amended to read: 18.33 Subd. 2. [NAME MUST BE DISTINGUISHABLE.] (a) A corporate 18.34 name must be distinguishable upon the records in the office of 18.35 the secretary of state from the name of a domestic corporation 18.36 or limited partnership, a foreign corporation or limited 19.1 partnership authorized or registered to do business in this 19.2 state, whether profit or nonprofit, a limited liability company, 19.3 whether domestic or foreign, a limited liability partnership, 19.4 whether domestic or foreign, or a name the right to which is, at 19.5 the time of incorporation, reserved, registered, or provided for 19.6 in section 317A.117, 302A.117, 322A.03, 322B.125, or sections 19.7 333.001 to 333.54, unless one of the following is filed with the 19.8 articles: 19.9 (1) the written consent of the organization having the name 19.10 that is not distinguishable; 19.11 (2) a certified copy of a final decree of a court in this 19.12 state establishing the prior right of the applicant to use its 19.13 corporate name in this state; or 19.14 (3) an affidavit of nonuse of the kind required by section 19.15 302A.115, subdivision 1, paragraph (d), clause (3). 19.16 (b) The secretary of state shall determine whether a name 19.17 is distinguishable from another name for purposes of this 19.18 section and section 317A.117. 19.19 (c) This subdivision does not affect the right of a 19.20 corporation existing on January 1, 1991, or a foreign 19.21 corporation authorized to do business in this state on that 19.22 date, to use its corporate name. 19.23 Sec. 4. Minnesota Statutes 1994, section 322A.02, is 19.24 amended to read: 19.25 322A.02 [NAME.] 19.26 (a) The name of each limited partnership as set forth in 19.27 its certificate of limited partnership: 19.28 (1) shall contain without abbreviation the words "limited 19.29 partnership"; 19.30 (2) may not contain the name of a limited partner unless 19.31 (i) it is also the name of a general partner or the corporate 19.32 name of a corporate general partner, or (ii) the business of the 19.33 limited partnership had been carried on under that name before 19.34 the admission of that limited partner; 19.35 (3) must be distinguishable from the name of a domestic 19.36 corporation or limited partnership, whether profit or nonprofit, 20.1 or a foreign corporation or limited partnership authorized or 20.2 registered to do business in this state, whether profit or 20.3 nonprofit, a limited liability company, whether domestic or 20.4 foreign, a limited liability partnership, whether domestic or 20.5 foreign, or a name the right to which is reserved or provided 20.6 for in the manner provided for in sections 302A.117, 322A.03, 20.7 322B.125, or 333.001 to 333.54, unless there is filed with the 20.8 certificate a written consent, court decree of prior right, or 20.9 affidavit of nonuse, of the kind required by section 302A.115, 20.10 subdivision 1, paragraph (d); and 20.11 (4) may not contain the following words: corporation, 20.12 incorporated. 20.13 The secretary of state shall determine whether a name is 20.14 "distinguishable" from another name for purposes of this section 20.15 and section 322A.03. This section does not abrogate or limit 20.16 the law of unfair competition or unfair practices, nor sections 20.17 333.001 to 333.54, nor the laws of the United States with 20.18 respect to the right to acquire and protect copyrights, 20.19 trademarks, service names, service marks, or any other rights to 20.20 the exclusive use of names or symbols, nor derogate the common 20.21 law or principles of equity. 20.22 (b) A person doing business in this state may contest the 20.23 subsequent registration of a name with the office of the 20.24 secretary of state as provided in section 5.22. 20.25 Sec. 5. Minnesota Statutes 1994, section 322B.12, 20.26 subdivision 1, is amended to read: 20.27 Subdivision 1. [REQUIREMENTS AND PROHIBITIONS.] The 20.28 limited liability company name must: 20.29 (1) be in the English language or in any other language 20.30 expressed in English letters or characters; 20.31 (2) contain the words "limited liability company," or must 20.32 contain the abbreviation "LLC" or, in the case of an 20.33 organization formed pursuant to section 319A.03, must contain 20.34 the words "professional limited liability company," or the 20.35 abbreviation "PLC"; 20.36 (3) not contain the word corporation or incorporated and 21.1 must not contain the abbreviation of either or both of these 21.2 words; 21.3 (4) not contain a word or phrase that indicates or implies 21.4 that it is organized for a purpose other than a legal business 21.5 purpose; and 21.6 (5) be distinguishable upon the records in the office of 21.7 the secretary of state from the name of a domestic limited 21.8 liability company, limited liability partnership, corporation, 21.9 or limited partnership, whether profit or nonprofit, or a 21.10 foreign limited liability company, limited liability 21.11 partnership, corporation, or limited partnership authorized or 21.12 registered to do business in this state, whether profit or 21.13 nonprofit, or a name the right to which is, at the time of 21.14 organization, reserved or provided for in sections 302A.117, 21.15 317A.117, 322A.03, 322B.125, or 333.001 to 333.54, unless there 21.16 is filed with the articles of organization one of the following: 21.17 (i) the written consent of the domestic limited liability 21.18 company, limited liability partnership, corporation, or limited 21.19 partnership or foreign limited liability company, limited 21.20 liability partnership, corporation, or limited partnership 21.21 authorized or registered to do business in this state or the 21.22 holder of a reserved name or a name filed by or registered with 21.23 the secretary of state under sections 333.001 to 333.54 having a 21.24 name that is not distinguishable; 21.25 (ii) a certified copy of a final decree of a court in this 21.26 state establishing the prior right of the applicant to the use 21.27 of the name in this state; or 21.28 (iii) the applicant's affidavit that the limited liability 21.29 company, corporation, or limited partnership with the name that 21.30 is not distinguishable has been organized, incorporated, or on 21.31 file in this state for at least three years prior to the 21.32 affidavit, if it is a domestic limited liability company, 21.33 corporation, or limited partnership, or has been authorized or 21.34 registered to do business in this state for at least three years 21.35 prior to the affidavit, if it is a foreign limited liability 21.36 company, corporation, or limited partnership, or that the holder 22.1 of a name filed or registered with the secretary of state under 22.2 sections 333.001 to 333.54 filed or registered that name at 22.3 least three years prior to the affidavit, and has not during the 22.4 three-year period filed any document with the secretary of 22.5 state; that the applicant has mailed written notice to the 22.6 limited liability company, corporation, or limited partnership 22.7 or the holder of a name filed or registered with the secretary 22.8 of state under sections 333.001 to 333.54 by certified mail, 22.9 return receipt requested, properly addressed to the registered 22.10 office of the limited liability company or corporation or in 22.11 care of the agent of the limited partnership, or the address of 22.12 the holder of a name filed or registered with the secretary of 22.13 state under sections 333.001 to 333.54, shown in the records of 22.14 the secretary of state, that the applicant intends to use a name 22.15 that is not distinguishable and the notice has been returned to 22.16 the applicant as undeliverable to the addressee limited 22.17 liability company, corporation, or limited partnership or holder 22.18 of a name filed or registered with the secretary of state under 22.19 sections 333.001 to 333.54; that the applicant, after diligent 22.20 inquiry, has been unable to find any telephone listing for the 22.21 limited liability company, corporation, or limited partnership 22.22 with the name that is not distinguishable in the county in which 22.23 is located the registered office of the limited liability 22.24 company or corporation shown in the records of the secretary of 22.25 state or has been unable to find any telephone listing for the 22.26 holder of a name filed or registered with the secretary of state 22.27 under sections 333.001 to 333.54 in the county in which is 22.28 located the address of the holder shown in the records of the 22.29 secretary of state; and that the applicant has no knowledge that 22.30 the limited liability company, corporation, or limited 22.31 partnership or holder of a name filed or registered with the 22.32 secretary of state under sections 333.001 to 333.54 is currently 22.33 engaged in business in this state. 22.34 ARTICLE 3 22.35 Section 1. Minnesota Statutes 1994, section 5.22, 22.36 subdivision 1, is amended to read: 23.1 Subdivision 1. [NOTICE OF CONTEST; DEPOSIT.] A person 23.2 doing business in this state may contest the subsequent 23.3 registration of a name with the office of the secretary of state 23.4 by filing an acknowledged notice of contest with the secretary 23.5 of state and sending a copy of the notice of contest to the 23.6 person who subsequently registered the contested name. However, 23.7 the secretary will not accept a contest between persons 23.8 registered under sections 333.001 to 333.06. The notice to the 23.9 secretary of state must be accompanied by a $100 deposit, which 23.10 the secretary of state shall award to the prevailing party in 23.11 the contest. 23.12 Sec. 2. Minnesota Statutes 1994, section 302A.121, 23.13 subdivision 1, is amended to read: 23.14 Subdivision 1. [REGISTERED OFFICE.] A corporation shall 23.15 continuously maintain a registered office in this state. A 23.16 registered office need not be the same as the principal place of 23.17 business or the principal executive office of the 23.18 corporation. If the current registered office address listed in 23.19 the records of the secretary of state is not in compliance with 23.20 section 302A.011, subdivision 3, the corporation must provide a 23.21 new registered office address that is in compliance. A fee may 23.22 not be charged if the registered office address is being changed 23.23 only to bring the address into compliance. The new registered 23.24 office address must have been approved by the board of directors. 23.25 Sec. 3. Minnesota Statutes 1994, section 302A.701, is 23.26 amended to read: 23.27 302A.701 [METHODS OF DISSOLUTION.] 23.28 A corporation may be dissolved: 23.29 (a) By the incorporators pursuant to section 302A.711; 23.30 (b) By the shareholders pursuant to sections 302A.721 to 23.31 302A.7291;or23.32 (c) By order of a court pursuant to sections 302A.741 to 23.33 302A.765; or 23.34 (d) By the secretary of state according to section 302A.821. 23.35 Sec. 4. Minnesota Statutes 1994, section 303.14, 23.36 subdivision 3, is amended to read: 24.1 Subd. 3. [FORMS.] The annual report shall be made on forms 24.2 prescribed by the secretary of state, one part setting forth the 24.3 facts required by subdivision 1, clauses (1) to (3), and the 24.4 other part the facts required by subdivision 1, clauses (4), 24.5 (5), and (6).The report shall be executed by the president,24.6vice-president, treasurer, an assistant treasurer, secretary, or24.7assistant secretary of the corporation. If the corporation is24.8in the hands of a receiver or trustee, the report shall be24.9executed on behalf of the corporation and verified by the24.10receiver or trustee.24.11 Sec. 5. Minnesota Statutes 1994, section 317A.823, 24.12 subdivision 1, is amended to read: 24.13 Subdivision 1. [NOTICE FROM SECRETARY OF STATE; 24.14 REGISTRATION REQUIRED.] (a) Except for corporations to which 24.15 paragraph (c) applies, before July 1 of each year, the secretary 24.16 of state shall mail a corporate registration form to each 24.17 corporation that incorporated or filed a corporate registration 24.18 during either of the previous two calendar years at its last 24.19 registered office address listed on the records of the secretary 24.20 of state. The form must include the exact legal corporate name 24.21 and registered office address currently on file with the 24.22 secretary of state along with the name of the person who 24.23 performs the functions of the president. The secretary of state 24.24 may also give notice of the requirement to file the annual 24.25 registration by any other means the secretary of state considers 24.26 appropriate. 24.27 (b) A corporation shall file a corporate registration with 24.28 the secretary of state once each calendar year.The24.29registration must be signed by an authorized person.If the 24.30 corporation has changed its registered office address to an 24.31 address other than that listed on the records of the secretary 24.32 of state, the corporation shall file the new registered office 24.33 address on the registration form. If the registration shows a 24.34 change of registered office address, the registration must be 24.35 signed by an authorized person. A fee of $35 must be paid for 24.36 filing the registered office address change. The new address 25.1 must comply with section 317A.011, subdivision 2, and must have 25.2 been approved by the board. 25.3 (c) The timely filing of an annual financial report and 25.4 audit or an annual financial statement under section 69.051, 25.5 subdivision 1 or 1a, by a volunteer firefighter relief 25.6 association, as reflected in the notification by the state 25.7 auditor under section 69.051, subdivision 1c, constitutes 25.8 presentation of the corporate registration. The secretary of 25.9 state may reject the registration by the volunteer firefighter 25.10 relief association. Rejection must occur if the information 25.11 provided to the state auditor does not match the information in 25.12 the records of the secretary of state. The volunteer 25.13 firefighter relief association may amend the articles of 25.14 incorporation as provided in sections 317A.131 to 317A.151 so 25.15 that the information from the state auditor may be accepted for 25.16 filing. The timely filing of an annual financial report and 25.17 audit or an annual financial statement under section 69.051, 25.18 subdivision 1 or 1a, does not relieve the volunteer firefighter 25.19 relief association of the requirement to file amendments to the 25.20 articles of incorporation directly with the secretary of state. 25.21 Sec. 6. Minnesota Statutes 1994, section 319A.03, is 25.22 amended to read: 25.23 319A.03 [FORMATION.] 25.24 One or more natural professional persons may form a 25.25 corporation pursuant to chapter 302A,or 317Aand one or more25.26natural professional persons may, organize a limited liability 25.27 company pursuant to chapter 322B, or register a limited 25.28 liability partnership according to chapter 323 for the purposes 25.29 hereinafter set forth. In addition to providing the information 25.30 required by the chapter under which the entity is formed, 25.31 organized, or registered, the following information is also 25.32 required in the forming, organizing, or registration document: 25.33 (1) the name of the corporation, limited liability company, 25.34 or limited liability partnership, which must comply with section 25.35 319A.07; 25.36 (2) the purpose of the corporation, limited liability 26.1 company, or limited liability partnership, which must comply 26.2 with section 319A.04; 26.3 (3) that the shareholders of the corporation, members of 26.4 the limited liability company, or partners in a limited 26.5 liability partnership may only be professional persons licensed 26.6 to render the kind of professional services that fit the purpose 26.7 of the corporation, limited liability company, or limited 26.8 liability partnership; and 26.9 (4) that the officers and directors of a corporation, the 26.10 governors and managers of a limited liability company, and the 26.11 partners of a limited liability partnership, other than the 26.12 secretary and treasurer and their assistants, must be 26.13 professional persons licensed to render the kind of professional 26.14 services that fit the purpose of the corporation, limited 26.15 liability company, or limited liability partnership. 26.16 Sec. 7. Minnesota Statutes 1994, section 322B.80, 26.17 subdivision 1, is amended to read: 26.18 Subdivision 1. [DISSOLUTION EVENTS.] A limited liability 26.19 company dissolves upon the occurrence of any of the following 26.20 events: 26.21 (1) when the period fixed in the articles of organization 26.22 for the duration of the limited liability company expires; 26.23 (2) by order of a court pursuant to sections 322B.833 and 26.24 322B.843; 26.25 (3) by action of the organizers pursuant to section 26.26 322B.803; 26.27 (4) by action of the members pursuant to section 322B.806; 26.28or26.29 (5) upon the occurrence of an event that terminates the 26.30 continued membership of a member in the limited liability 26.31 company, including: 26.32 (i) death of any member; 26.33 (ii) retirement of any member; 26.34 (iii) resignation of any member; 26.35 (iv) redemption of a member's complete membership interest; 26.36 (v) assignment of a member's governance rights under 27.1 section 322B.313 which leaves the assignor with no governance 27.2 rights; 27.3 (vi) a buy-out of a member's membership interest under 27.4 section 322B.833 that leaves that member with no governance 27.5 rights; 27.6 (vii) expulsion of any member; 27.7 (viii) bankruptcy of any member; 27.8 (ix) dissolution of any member; 27.9 (x) a merger in which the limited liability company is not 27.10 the surviving organization; 27.11 (xi) an exchange in which the limited liability company is 27.12 not the acquiring organization; or 27.13 (xii) the occurrence of any other event that terminates the 27.14 continued membership of a member in the limited liability 27.15 company, 27.16 but the limited liability company is not dissolved and is not 27.17 required to be wound up by reason of any event that terminates 27.18 the continued membership of a member if (A) either there are at 27.19 least two remaining members or a new member is admitted as 27.20 provided in section 322B.11, and (B) the existence and business 27.21 of the limited liability company is continued either by the 27.22 consent of all the remaining members under a right to consent 27.23 stated in the articles of organization and the consent is 27.24 obtained no later than 90 days after the termination of the 27.25 continued membership or under a separate right to continue 27.26 stated in the articles of organization; or 27.27 (6) when terminated by the secretary of state according to 27.28 section 322B.960. 27.29 Sec. 8. Minnesota Statutes 1994, section 322B.960, 27.30 subdivision 1, is amended to read: 27.31 Subdivision 1. [INFORMATION REQUIRED.] Starting January 1, 27.32 1995, a limited liability company, whether domestic or foreign, 27.33 shall once every other year file with the secretary of state a 27.34 registration containing: 27.35 (a) the name of the limited liability company; 27.36 (b) the alternate name, if any, a foreign limited liability 28.1 company has adopted for use in this state; 28.2 (c) the address of its registered office; 28.3 (d) the name of its registered agent, if any; 28.4 (e) the jurisdiction of organization; and 28.5 (f) the name and business address of the manager or other 28.6 person exercising the principal functions of the chief manager 28.7 of the limited liability company; and28.8(g) the signature of a person authorized to sign the28.9registration on behalf of the limited liability company. 28.10 Sec. 9. Minnesota Statutes 1994, section 322B.960, 28.11 subdivision 3, is amended to read: 28.12 Subd. 3. [AMENDMENTS ON REGISTRATION FORM.] A domestic 28.13 limited liability company which needs to amend its name, 28.14 registered office address, or registered agent may make these 28.15 amendments on the biennial registration form. If an amendment 28.16 is made on the biennial registration form, it must be signed by 28.17 an authorized person. The fee listed in section 322B.175 28.18 applies to these amendments. 28.19 Sec. 10. Minnesota Statutes 1994, section 323.44, 28.20 subdivision 1, is amended to read: 28.21 Subdivision 1. [REQUIREMENT OF FILING; AUTOMATIC 28.22 EXPIRATION; RENEWAL.] (a) To have the status of a limited 28.23 liability partnership, a general partnership, whether domestic 28.24 or foreign, must have in effect and filed with the secretary of 28.25 state a registration that complies with this section. A general 28.26 partnership's registration establishes the status of a limited 28.27 liability partnership for one year from the date of filing. At 28.28 the end of the one-year period, the registration and the 28.29 partnership's status as a limited liability partnership expire 28.30 unless a renewal registration is properly filed with the 28.31 secretary of state under paragraph (b). 28.32 (b) The limited liability partnership may file a renewal 28.33 registration that complies with this section no earlier than 60 28.34 days before the expiration of the one-year period under 28.35 paragraph (a). A proper renewal registration extends the 28.36 partnership's status as a limited liability partnership for 29.1 another year, measured from the end of the previous one-year 29.2 period. At the end of any renewal period, the renewal 29.3 registration automatically expires. A limited liability 29.4 partnership registration may be renewed for an unlimited number 29.5 of one-year periods. 29.6 Sec. 11. Minnesota Statutes 1994, section 323.44, 29.7 subdivision 2, is amended to read: 29.8 Subd. 2. [CONTENTS OF REGISTRATION.] A general 29.9 partnership's registration to obtain or renew the status of a 29.10 limited liability partnership must contain: 29.11 (1) the name of the partnership; 29.12 (2) a statement that the partnership applies to obtain 29.13 status as a limited liability partnership or to renew that 29.14 status; 29.15 (3) an acknowledgment that the status of limited liability 29.16 partnership will automatically expire, unless the partnership 29.17 files a proper renewal registration; 29.18 (4) the street address of the partnership's principal place 29.19 of business;and29.20 (5) if the partnership's principal place of business is not 29.21 located in this state, the name and street address of a person 29.22 located in this state that the partnership authorizes to act as 29.23 the partnership's agent for service of process; 29.24 (6) if the partnership is not organized in Minnesota, the 29.25 jurisdiction of organization; and 29.26 (7) the signature of a partner. 29.27 Sec. 12. Minnesota Statutes 1994, section 323.44, 29.28 subdivision 4, is amended to read: 29.29 Subd. 4. [AUTHORITY TO FILE.] A domestic general 29.30 partnership's decision to file a registration is an ordinary 29.31 matter under section 323.17, clause (8). The decision to 29.32 withdraw or not renew a registration is treated as an act in 29.33 contravention of an agreement between the partners under section 29.34 323.17, clause (8). 29.35 Sec. 13. Minnesota Statutes 1994, section 323.44, 29.36 subdivision 5, is amended to read: 30.1 Subd. 5. [CHANGES IN REGISTRATION INFORMATION.] If the 30.2 information contained in a registration becomes inaccurate after 30.3 the registration is filed, the general partnershipis not30.4required to amend or correct the registration and the inaccuracy30.5has no effect on the partnership's status as a limited liability30.6partnership. The partnershipmust provide accurate information 30.7 in any subsequently filed renewal registration. The inaccuracy 30.8 has no effect on the partnership's status as a limited liability 30.9 partnership. 30.10 Sec. 14. Minnesota Statutes 1994, section 323.44, 30.11 subdivision 6, is amended to read: 30.12 Subd. 6. [VOLUNTARY WITHDRAWAL OF STATUS.] A partnership 30.13 may end its status as a limited liability partnership at any 30.14 time by filing with the secretary of state a withdrawal 30.15 statement that names the partnership, states that the 30.16 partnership is withdrawing its current registration, and 30.17 acknowledges that the withdrawal ends the partnership's status 30.18 as a limited liability partnership. The withdrawal 30.19 statement must be signed by a partner and may state a delayed 30.20 effective date, if that date is before the expiration date of 30.21 the partnership's current registration. If the withdrawal 30.22 statement does not state an effective date, the statement is 30.23 effective when filed. 30.24 Sec. 15. Minnesota Statutes 1994, section 323.45, 30.25 subdivision 1, is amended to read: 30.26 Subdivision 1. [REQUIREMENTS; PROHIBITIONS.] The name of a 30.27 limited liability partnership, whether domestic or foreign, must 30.28 meet all of the requirements of section 302A.115, subdivision 1, 30.29 except that the acceptable words required by section 302A.115, 30.30 subdivision21, paragraph (b), are "limited liability 30.31 partnership" or the abbreviation "L.L.P." A foreign 30.32 professional limited liability partnership may use the words or 30.33 abbreviation accepted by its home jurisdiction notwithstanding 30.34 section 319A.07. 30.35 Sec. 16. 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. 17. 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. 18. [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. 19. Minnesota Statutes 1994, section 333.001, is 32.11 amended to read: 32.12 333.001 [DEFINITIONS.] 32.13 Subdivision 1. As used in sections 333.001 to 333.06, the 32.14 following terms shall have the meanings given, unless the 32.15 context clearly indicates that a different meaning is intended. 32.16 Subd. 2. [PERSON.] "Person" means one or more natural 32.17 persons; a limited liability company, whether domestic or 32.18 foreign; a registered limited liability partnership, whether 32.19 domestic or foreign; a partnership; a limited partnership; a 32.20 corporation, including a foreign, domestic, or nonprofit 32.21 corporation; a trust; or any other business organization. 32.22 Subd. 3. [TRUE NAME.] "True name" means the true full name 32.23 of the natural person, if a proprietorship; the true full name 32.24 of each partner, if a partnership; the full corporate name as 32.25 stated in its articles, if a corporation; the full name of the 32.26 limited liability company as stated in its articles of 32.27 organization or certificate of authority; the full name of the 32.28 limited partnership, if a limited partnership; the full name of 32.29 the registered limited liability partnership; the true full name 32.30 of at least one trustee, if a trust; or the true full name of at 32.31 least one beneficial owner, if any other form of business 32.32 organization. 32.33 Subd. 4. [ADDRESS.] "Address" means the full residential 32.34 address of each natural person, trustee or beneficial owner, 32.35 limited liability company, whether domestic or 32.36 foreign, registered limited liability partnership, whether 33.1 domestic or foreign, or corporation, included in subdivision 3, 33.2 and the address of the principal place in Minnesota where the 33.3 business is conducted or transacted. 33.4 Subd. 5. [EXECUTED.] "Executed" means executed by one 33.5 natural person, if a proprietorship; by a general partner if a 33.6 general or limited partnership or limited liability partnership; 33.7 by a manager, if a limited liability company; by an officer, if 33.8 a corporation; by a trustee, if a trust; or by a beneficial 33.9 owner or managing agent, if some other form of business 33.10 organization. 33.11 Sec. 20. Minnesota Statutes 1994, section 333.01, is 33.12 amended to read: 33.13 333.01 [COMMERCIAL ASSUMED NAMES; CERTIFICATE.] 33.14 No person shall hereafter carry on or conduct or transact a 33.15 commercial business in this state under any designation, name, 33.16 or style, which does not set forth the true name of every person 33.17 interested in such business unless such person shall file in the 33.18 office of the secretary of state, a certificate setting forth 33.19 the name and business address under which the business is 33.20 conducted or transacted, or is to be conducted or transacted, 33.21 and the true name of each person conducting or transacting the 33.22 same, with the address of such person. The name of the business 33.23 must not include any of the following phrases or their 33.24 abbreviations: corporation, incorporated, limited, chartered, 33.25 professional cooperative, association, limited partnership, 33.26 limited liability company, professional limited liability 33.27 company, limited liability partnership, or professional limited 33.28 liability partnership, except to the extent that an entity 33.29 filing a certificate would be authorized to use the phrase or 33.30 abbreviation. The certificate shall be executed by one of the 33.31 persons conducting, or intending to conduct, the business. The 33.32 certificate shall be published after it has been filed with the 33.33 secretary of state in a qualified newspaper in the county in 33.34 which the person has a principal or registered office for two 33.35 successive issues. 33.36 Sec. 21. Minnesota Statutes 1994, section 333.055, 34.1 subdivision 4, is amended to read: 34.2 Subd. 4. The secretary of state shall accept for filing 34.3 all certificates and renewals thereof which comply with the 34.4 provisions of sections 333.001 to 333.06 and which are 34.5 accompanied by the prescribed fees, notwithstanding the fact 34.6 that the assumed name disclosed therein may not be 34.7 distinguishable from one or more other assumed names already 34.8 filed with the secretary of state. In the event of duplication 34.9 or similarity, the secretary of state shall, within 20 days 34.10 after the filing, notify in writing each previously filed 34.11 business holding a certificate for the assumed name or a similar 34.12 assumed name, of the duplication or similarity, including in the 34.13 notice the name and last known address of the person so filing. 34.14 The secretary of state shall not accept for filing a certificate 34.15 that discloses an assumed name that is not distinguishable from 34.16 a corporate, limited liability company, limited liability 34.17 partnership, cooperative, or limited partnership name in use or 34.18 reserved in this state by another or a trade or service mark 34.19 registered with the secretary of state, unless there is filed 34.20 with the certificate a written consent, court decree of prior 34.21 right, or affidavit of nonuser of the kind required by section 34.22 302A.115, subdivision 1, clause (d). The secretary of state 34.23 shall determine whether a name is distinguishable from another 34.24 name for purposes of this subdivision. 34.25 Sec. 22. Minnesota Statutes 1994, section 333.21, 34.26 subdivision 1, is amended to read: 34.27 Subdivision 1. Upon a finding by the secretary of state 34.28 that the mark and application for registration comply with the 34.29 requirements of sections 333.18 to 333.31, and that the class 34.30 indicated, if any, in which the mark is to be registered is not 34.31 clearly incorrect, the secretary of state shall cause a 34.32 certificate of registration to be issued and delivered to the 34.33 applicant. The certificate of registration shall be issued 34.34 under the signature of the secretary of state and the seal of 34.35 the state, and shall show the registrant's nameand business34.36address and, if a corporation or a limited liability company,35.1the state of incorporation or organization, the date claimed for 35.2 the first use of the mark in this state, the class of goods or 35.3 services, anda description of the goods or services in35.4connection with which the mark is used, a reproduction of the35.5mark,the registration dateand the term of the registration. 35.6 Sec. 23. Minnesota Statutes 1994, section 336.9-403, is 35.7 amended to read: 35.8 336.9-403 [WHAT CONSTITUTES FILING; DURATION OF FILING; 35.9 EFFECT OF LAPSED FILING; DUTIES OF FILING OFFICER.] 35.10 (1) Presentation for filing of a financing statement and 35.11 tender of the filing fee or acceptance of the statement by the 35.12 filing officer constitutes filing under this article. 35.13 (2) Except as provided in subsection (6) a filed financing 35.14 statement is effective for a period of five years from the date 35.15 of filing. The effectiveness of a filed financing statement 35.16 lapses on the expiration of the five-year period unless a 35.17 continuation statement is filed prior to the lapse. If a 35.18 security interest perfected by filing exists at the time 35.19 insolvency proceedings are commenced by or against the debtor, 35.20 the security interest remains perfected until termination of the 35.21 insolvency proceedings and thereafter for a period of 60 days or 35.22 until expiration of the five-year period, whichever occurs later 35.23 regardless of whether the financing statement filed as to that 35.24 security interest is destroyed by the filing officer pursuant to 35.25 subsection (3). Upon lapse the security interest becomes 35.26 unperfected, unless it is perfected without filing. If the 35.27 security interest becomes unperfected upon lapse, it is deemed 35.28 to have been unperfected as against a person who became a 35.29 purchaser or lien creditor before lapse. 35.30 (3) A continuation statement may be filed by the secured 35.31 party within six months prior to the expiration of the five-year 35.32 period specified in subsection (2). Any such continuation 35.33 statement must be signed by the secured party, set forth the 35.34 name, social security number or other tax identification number 35.35 of the debtor, and address of the debtor and secured party as 35.36 those items appear on the original financing statement or the 36.1 most recently filed amendment, identify the original statement 36.2 by file number and filing date, and state that the original 36.3 statement is still effective. A continuation statement signed 36.4 by a person other than the secured party of record must be 36.5 accompanied by a separate written statement of assignment signed 36.6 by the secured party of record and complying with subsection (2) 36.7 of section 336.9-405, including payment of the required fee. 36.8 Upon timely filing of the continuation statement, the 36.9 effectiveness of the original statement is continued for five 36.10 years after the last date to which the filing was effective 36.11 whereupon it lapses in the same manner as provided in subsection 36.12 (2) unless another continuation statement is filed prior to such 36.13 lapse. Succeeding continuation statements may be filed in the 36.14 same manner to continue the effectiveness of the original 36.15 statement. Unless a statute on disposition of public records 36.16 provides otherwise, the filing officer may remove a lapsed 36.17 statement from the files and destroy it immediately if the 36.18 officer has retained a microfilm or other photographic record, 36.19 or in other cases after one year after the lapse. The filing 36.20 officer shall so arrange matters by physical annexation of 36.21 financing statements to continuation statements or other related 36.22 filings, or by other means, that if the officer physically 36.23 destroys the financing statements of a period more than five 36.24 years past, those which have been continued by a continuation 36.25 statement or which are still effective under subsection (6) 36.26 shall be retained. If insolvency proceedings are commenced by 36.27 or against the debtor, the secured party shall notify the filing 36.28 officer both upon commencement and termination of the 36.29 proceedings, and the filing officer shall not destroy any 36.30 financing statements filed with respect to the debtor until 36.31 termination of the insolvency proceedings. The security 36.32 interest remains perfected until termination of the insolvency 36.33 proceedings and thereafter for a period of 60 days or until 36.34 expiration of the five-year period, whichever occurs later. 36.35 (4) Except as provided in subsection (7) a filing officer 36.36 shall mark each statement with a file number and with the date 37.1 and hour of filing and shall hold the statement or a microfilm 37.2 or other photographic copy thereof for public inspection. In 37.3 addition the filing officer shall index the statements according 37.4 to the name of the debtor and shall note in the index the file 37.5 number, the address of the debtor given in the statement, and 37.6 the social security number or other tax identification number of 37.7 the debtor given in the statement. 37.8 (5) The secretary of state shall prescribe uniform forms 37.9 for statements and samples thereof shall be furnished to all 37.10 filing officers in the state. The uniform fee for filing and 37.11 indexing and for stamping a copy furnished by the secured party 37.12 to show the date and place of filing: 37.13 (a) for an original financing statement or statement of 37.14 continuation on a standard form prescribed by the secretary of 37.15 state, is $15 for up to two debtor names and $15 for each 37.16 additional name thereafter; 37.17 (b) for an original financing statement or statement of 37.18 continuation that is not on a standard form prescribed by the 37.19 secretary of state, is $20 for up to two debtor names and $20 37.20 for each additional name thereafter; 37.21 (c) for an amendment on a standard form prescribed by the 37.22 secretary of state that does not add debtor names, is $15; 37.23 (d) for an amendment that is not on a standard form 37.24 prescribed by the secretary of state and that does not add 37.25 debtor names, is $20; 37.26 (e) for an amendment on a standard form prescribed by the 37.27 secretary of state thatdoes add debtor namesadds more than one 37.28 debtor name, is $15 per debtor name; and 37.29 (f) for an amendment that is not on a standard form 37.30 prescribed by the secretary of state thatdoes add debtor names37.31 adds more than one debtor name, is $20 per debtor name. 37.32 In no case will a filing officer accept more than four 37.33 additional pages per financing statement for filing in the 37.34 uniform commercial code records. 37.35 The secretary of state shall adopt rules for filing, 37.36 amendment, continuation, termination, removal, and destruction 38.1 of financing statements. 38.2 (6) If the debtor is a transmitting utility (subsection (5) 38.3 of section 336.9-401) and a filed financing statement so states, 38.4 it is effective until a termination statement is filed. A real 38.5 estate mortgage which is effective as a fixture filing under 38.6 subsection (6) of section 336.9-402 remains effective as a 38.7 fixture filing until the mortgage is released or satisfied of 38.8 record or its effectiveness otherwise terminates as to the real 38.9 estate. 38.10 (7) When a financing statement covers timber to be cut or 38.11 covers minerals or the like (including oil and gas) or accounts 38.12 subject to subsection (5) of section 336.9-103, or is filed as a 38.13 fixture filing, it shall be filed for record and the filing 38.14 officer shall index it under the names of the debtor and any 38.15 owner of record shown on the financing statement in the same 38.16 fashion as if they were the mortgagors in a mortgage of the real 38.17 estate described, and, to the extent that the law of this state 38.18 provides for indexing of mortgages under the name of the 38.19 mortgagee, under the name of the secured party as if the secured 38.20 party were the mortgagee thereunder, or, for filing offices 38.21 other than the secretary of state, where indexing is by 38.22 description in the same fashion as if the financing statement 38.23 were a mortgage of the real estate described. 38.24 (8) The fees provided for in this article shall supersede 38.25 the fees for similar services otherwise provided for by law 38.26 except in the case of security interests filed in connection 38.27 with a certificate of title on a motor vehicle. 38.28 Sec. 24. Minnesota Statutes 1994, section 336A.11, 38.29 subdivision 2, is amended to read: 38.30 Subd. 2. [REGISTRATION FORMS.] The secretary of state 38.31 shall make registration forms available to farm product 38.32 dealers. The secretary of state must also make registration 38.33formsinformation available to the commissioner of agriculture 38.34 for distribution to applicants for licensure under section 38.35 17A.04 or 223.17. The registration form must include provisions 38.36 for the name and address of the farm product dealer, a request 39.1 for the master or partial master lists, and the medium on which 39.2 the farm product dealer desires to receive the master list. 39.3 Sec. 25. [REPEALER.] 39.4 Minnesota Statutes 1994, section 322B.901, is repealed.