SF 1060

as introduced - 81st Legislature (1999 - 2000) Posted on 12/15/2009 12:00am

  1.1                          A bill for an act 
  1.2             relating to state government; secretary of state; 
  1.3             regulating service of process and certain notice 
  1.4             requirements; regulating the names of certain business 
  1.5             organizations; providing certain technical and 
  1.6             conforming changes; amending Minnesota Statutes 1998, 
  1.7             sections 5.23, subdivision 1; 5.25, subdivisions 3, 4, 
  1.8             and 6; 281.23, subdivision 6; 323A.10-02; 333.01, 
  1.9             subdivision 1; 333.19, subdivision 1; and 336.9-411. 
  1.10  BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.11     Section 1.  Minnesota Statutes 1998, section 5.23, 
  1.12  subdivision 1, is amended to read: 
  1.13     Subdivision 1.  [FAILURE TO PAY FILING FEE.] If an 
  1.14  instrument authorized to be filed with the secretary of state 
  1.15  has been submitted with a payment order or item that is rejected 
  1.16  or dishonored, the secretary must remove the instrument from the 
  1.17  public record.  The secretary may also pursue collection of the 
  1.18  rejected or dishonored payment order or item and recover the 
  1.19  face amount of the payment order or item, any service fee, and 
  1.20  any additional collection costs incurred to collect the amount.  
  1.21  If the payment order or item is honored, the instrument must be 
  1.22  returned to the public record as of the date the payment order 
  1.23  or item is honored and an instrument is presented for filing.  
  1.24  The secretary may impose restrictions on the manner of payment 
  1.25  that will be accepted for any future filings.  This subdivision 
  1.26  does not apply to financing statements filed under chapter 336. 
  1.27     Sec. 2.  Minnesota Statutes 1998, section 5.25, subdivision 
  2.1   3, is amended to read: 
  2.2      Subd. 3.  [SERVICE ON CERTAIN BUSINESS ENTITIES; 
  2.3   AUCTIONEERS.] When service of process is to be made on the 
  2.4   secretary of state for entities governed by chapter 302A, 317A, 
  2.5   322A, 322B, 323, 330, or 543, the procedure in this subdivision 
  2.6   applies.  Service must be made by filing with the secretary of 
  2.7   state two copies one copy of the process, notice, or demand 
  2.8   along with payment of a $35 fee. 
  2.9      Sec. 3.  Minnesota Statutes 1998, section 5.25, subdivision 
  2.10  4, is amended to read: 
  2.11     Subd. 4.  [SERVICE ON FOREIGN CORPORATION.] (a) Service of 
  2.12  a process, notice, or demand may be made on a foreign 
  2.13  corporation authorized to transact business in this state by 
  2.14  delivering to and leaving with the secretary of state, or with 
  2.15  an authorized deputy or clerk in the secretary of state's 
  2.16  office, two copies one copy of it and a fee of $50 in the 
  2.17  following circumstances:  (1) if the foreign corporation fails 
  2.18  to appoint or maintain in this state a registered agent upon 
  2.19  whom service of process may be had; (2) whenever a registered 
  2.20  agent cannot be found at its registered office in this state, as 
  2.21  shown by the return of the sheriff of the county in which the 
  2.22  registered office is situated, or by an affidavit of attempted 
  2.23  service by a person not a party; (3) whenever a corporation 
  2.24  withdraws from the state; or (4) whenever the certificate of 
  2.25  authority of a foreign corporation is revoked or canceled. 
  2.26     However, after a foreign corporation withdraws from the 
  2.27  state, according to section 303.16, service upon the corporation 
  2.28  may be made according to this section only when based upon a 
  2.29  liability or obligation of the corporation incurred within this 
  2.30  state or arising out of any business done in this state by the 
  2.31  corporation before the issuance of a certificate of withdrawal. 
  2.32     (b) A foreign corporation is considered to be doing 
  2.33  business in Minnesota if it makes a contract with a resident of 
  2.34  Minnesota to be performed in whole or in part by either party in 
  2.35  Minnesota, or if it commits a tort in whole or in part in 
  2.36  Minnesota against a resident of Minnesota.  These acts are 
  3.1   considered to be equivalent to the appointment by the foreign 
  3.2   corporation of the secretary of state of Minnesota and 
  3.3   successors to be its true and lawful attorney upon whom may be 
  3.4   served all lawful process in actions or proceedings against the 
  3.5   foreign corporation arising from or growing out of the contract 
  3.6   or tort.  One copy of the process must be served in duplicate 
  3.7   upon on the secretary of state, together with the address to 
  3.8   which service is to be sent and a fee of $50.  The making of the 
  3.9   contract or the committing of the tort is considered to be the 
  3.10  agreement of the foreign corporation that any process against it 
  3.11  which is so served upon the secretary of state has the same 
  3.12  legal force and effect as if served personally on it within the 
  3.13  state of Minnesota.  
  3.14     Sec. 4.  Minnesota Statutes 1998, section 5.25, subdivision 
  3.15  6, is amended to read: 
  3.16     Subd. 6.  [DUTIES OF SECRETARY OF STATE.] In the case of 
  3.17  service of process according to subdivision 3 or 4, the 
  3.18  secretary of state shall immediately cause one a copy of a 
  3.19  service of process to be forwarded by certified mail addressed 
  3.20  to the business entity: 
  3.21     (1) in care of the agent of the business entity, at its 
  3.22  registered office in this state as it appears in the records of 
  3.23  the secretary of state; 
  3.24     (2) at the address designated in the application for 
  3.25  withdrawal, if the business entity has withdrawn from this state 
  3.26  in the manner provided by law; 
  3.27     (3) at the address provided by the party submitting the 
  3.28  document for service of process if the business entity's 
  3.29  authority to do business in this state has been revoked; or 
  3.30     (4) at the address provided by the party submitting the 
  3.31  document for service of process if the business entity has never 
  3.32  been authorized to do business in this state. 
  3.33     Sec. 5.  Minnesota Statutes 1998, section 281.23, 
  3.34  subdivision 6, is amended to read: 
  3.35     Subd. 6.  [SERVICE OF NOTICE.] (a) Forthwith after the 
  3.36  commencement of such publication or mailing the county auditor 
  4.1   shall deliver to the sheriff of the county or any other person 
  4.2   not less than 18 years of age a sufficient number of copies of 
  4.3   such notice of expiration of redemption for service upon the 
  4.4   persons in possession of all parcels of such land as are 
  4.5   actually occupied and documentation if the certified mail notice 
  4.6   was returned as undeliverable or the notice was not mailed to 
  4.7   the address associated with the property.  Within 30 days after 
  4.8   receipt thereof, the sheriff or other person serving the notice 
  4.9   shall make such investigation as may be necessary to ascertain 
  4.10  whether or not the parcels covered by such notice are actually 
  4.11  occupied parcels, and shall serve a copy of such notice of 
  4.12  expiration of redemption upon the person in possession of each 
  4.13  parcel found to be an occupied parcel, in the manner prescribed 
  4.14  for serving summons in a civil action.  The sheriff or other 
  4.15  person serving the notice shall make prompt return to the 
  4.16  auditor as to all notices so served and as to all parcels found 
  4.17  vacant and unoccupied.  Such return shall be made upon a copy of 
  4.18  such notice and shall be prima facie evidence of the facts 
  4.19  therein stated. 
  4.20     If the notice is served by the sheriff, the sheriff shall 
  4.21  receive from the county, in addition to other compensation 
  4.22  prescribed by law, such fees and mileage for service on persons 
  4.23  in possession as are prescribed by law for such service in other 
  4.24  cases, and shall also receive such compensation for making 
  4.25  investigation and return as to vacant and unoccupied lands as 
  4.26  the county board may fix, subject to appeal to the district 
  4.27  court as in case of other claims against the county.  As to 
  4.28  either service upon persons in possession or return as to vacant 
  4.29  lands, the sheriff shall charge mileage only for one trip if the 
  4.30  occupants of more than two tracts are served simultaneously, and 
  4.31  in such case mileage shall be prorated and charged equitably 
  4.32  against all such owners. 
  4.33     (b) The secretary of state shall receive sheriff's service 
  4.34  for all out-of-state interests. 
  4.35     Sec. 6.  Minnesota Statutes 1998, section 323A.10-02, is 
  4.36  amended to read: 
  5.1      323A.10-02 [NAME.] 
  5.2      The name of a limited liability partnership must end with 
  5.3   meet the standard found in section 302A.115, except that the 
  5.4   name must include "Registered Limited Liability Partnership," 
  5.5   "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," 
  5.6   or "LLP." rather than the corporate designators found in section 
  5.7   302A.115, subdivision 1, paragraph (b). 
  5.8      Sec. 7.  Minnesota Statutes 1998, section 333.01, 
  5.9   subdivision 1, is amended to read: 
  5.10     Subdivision 1.  [CERTIFICATE.] No person shall hereafter 
  5.11  carry on or conduct or transact a commercial business in this 
  5.12  state under any designation, name, or style, which does not set 
  5.13  forth the true name of every person interested in such business 
  5.14  unless such person shall file in the office of the secretary of 
  5.15  state, a certificate setting forth the name and business address 
  5.16  under which the business is conducted or transacted, or is to be 
  5.17  conducted or transacted, and the true name of each person 
  5.18  conducting or transacting the same, with the address of such 
  5.19  person.  The name of the business must not include any of the 
  5.20  following phrases or their abbreviations:  corporation, 
  5.21  incorporated, limited, chartered, professional cooperative, 
  5.22  association, cooperative, limited partnership, limited liability 
  5.23  company, professional limited liability company, limited 
  5.24  liability partnership, or professional limited liability 
  5.25  partnership, except to the extent that an entity filing a 
  5.26  certificate would be authorized to use the phrase or 
  5.27  abbreviation.  The certificate shall be executed by one of the 
  5.28  persons conducting, or intending to conduct, the business.  The 
  5.29  certificate shall be published after it has been filed with the 
  5.30  secretary of state in a qualified newspaper in the county in 
  5.31  which the person has a principal or registered office for two 
  5.32  successive issues. 
  5.33     Sec. 8.  Minnesota Statutes 1998, section 333.19, 
  5.34  subdivision 1, is amended to read: 
  5.35     Subdivision 1.  A trademark or service mark by which the 
  5.36  goods or services of any applicant for registration may be 
  6.1   distinguished from the goods or services of others must not be 
  6.2   registered if it:  
  6.3      (1) consists of or comprises immoral, deceptive or 
  6.4   scandalous matter; or 
  6.5      (2) consists of or comprises matter which may disparage or 
  6.6   falsely suggest a connection with persons, living or dead, 
  6.7   institutions, beliefs, or national symbols, or bring them into 
  6.8   contempt, or disrepute; or 
  6.9      (3) consists of or comprises the flag or coat of arms or 
  6.10  other insignia of the United States, or of any state or 
  6.11  municipality, or of any foreign nation, or any simulation of 
  6.12  this insignia; or 
  6.13     (4) consists of or comprises the name, signature or 
  6.14  portrait of any living individual, except with written consent; 
  6.15  or 
  6.16     (5) consists of a mark which, (i) when applied to the goods 
  6.17  or used to identify the services of the applicant, is merely 
  6.18  descriptive or deceptively misdescriptive of them, or (ii) when 
  6.19  applied to the goods or used to identify the services of the 
  6.20  applicant is primarily geographically descriptive or deceptively 
  6.21  misdescriptive of them, or (iii) is primarily merely a surname 
  6.22  provided, however, that nothing in this clause (5) shall prevent 
  6.23  the registration of a mark used in this state by the applicant 
  6.24  which has become distinctive of the applicant's goods or 
  6.25  services.  The secretary of state may accept as evidence that 
  6.26  the mark has become distinctive, as applied to the applicant's 
  6.27  goods or used to identify the services, proof of substantially 
  6.28  exclusive and continuous use as a mark by the applicant in this 
  6.29  state for the five years next preceding the date of the filing 
  6.30  of the application for registration; or 
  6.31     (6) consists of or comprises a mark which so resembles a 
  6.32  mark registered in this state or a corporate, limited liability 
  6.33  company, limited liability partnership, cooperative, or limited 
  6.34  partnership name in use or reserved in this state by another, or 
  6.35  a mark or trade name previously used in this state by another 
  6.36  and not abandoned, as to be likely, when applied to the goods or 
  7.1   used to identify the services of the applicant, to cause 
  7.2   confusion or mistake or to deceive.  The secretary of state may 
  7.3   require the applicant to obtain affidavits by both the applicant 
  7.4   and by the holder of the previously registered name or mark in 
  7.5   making this determination. 
  7.6      Sec. 9.  Minnesota Statutes 1998, section 336.9-411, is 
  7.7   amended to read: 
  7.8      336.9-411 [COMPUTERIZED FILING SYSTEM.] 
  7.9      (a) The secretary of state shall develop and implement a 
  7.10  statewide computerized filing system to accumulate and 
  7.11  disseminate information relative to lien statements, financing 
  7.12  statements, state and federal tax lien notices, and other 
  7.13  Uniform Commercial Code documents.  The computerized filing 
  7.14  system must allow information to be entered and retrieved from 
  7.15  the computerized filing system by county recorders, the 
  7.16  department of revenue, the department of economic security, and 
  7.17  the Internal Revenue Service.  
  7.18     (b) County recorders shall enter information relative to 
  7.19  lien statements, financing statements, state and federal tax 
  7.20  lien notices, and other Uniform Commercial Code documents filed 
  7.21  in their offices into a central database maintained by the 
  7.22  secretary of state.  The information must be entered under the 
  7.23  rules of the secretary of state.  This requirement does not 
  7.24  apply to tax lien notices filed under sections 268.058, 
  7.25  subdivision 1, paragraph (b), clause (2); 270.69, subdivision 2, 
  7.26  paragraph (b), clause (2); and 272.488, subdivision 1, but does 
  7.27  apply to entry of the date and time of receipt and county 
  7.28  recorder's file number of those notices.  
  7.29     (c) The secretary of state may allow private parties to 
  7.30  have electronic-view-only electronic access to the computerized 
  7.31  filing system and to other computerized records maintained by 
  7.32  the secretary of state on a fee basis, except that visual access 
  7.33  to electronic display terminals at the public counters at the 
  7.34  secretary of state's office will be without charge and available 
  7.35  during public counter hours.  If the computerized filing system 
  7.36  allows a form of electronic access to information regarding the 
  8.1   obligations of debtors, the access must be available 24 hours a 
  8.2   day, every day of the year. 
  8.3      Notwithstanding section 13.49, private parties who have 
  8.4   electronic-view-only electronic access to computerized records 
  8.5   may view the social security number information about a debtor 
  8.6   that is of record. 
  8.7      (d) The secretary of state shall adopt rules to implement 
  8.8   the computerized filing system.  The rules must:  
  8.9      (1) allow filings to be made at the offices of all county 
  8.10  recorders and the secretary of state's office as required by 
  8.11  section 336.9-401; 
  8.12     (2) establish a central database for all information 
  8.13  relating to liens and security interests that are filed at the 
  8.14  offices of county recorders and the secretary of state; 
  8.15     (3) provide procedures for entering data into a central 
  8.16  database; 
  8.17     (4) allow the offices of all county recorders and the 
  8.18  secretary of state's office to add, modify, and delete 
  8.19  information in the central database as required by the Uniform 
  8.20  Commercial Code; 
  8.21     (5) allow the offices of all county recorders and the 
  8.22  secretary of state's office to have access to the central 
  8.23  database for review and search capabilities; 
  8.24     (6) allow the offices of all county recorders to have 
  8.25  electronic-view-only electronic access to the computerized 
  8.26  business information records on file with the secretary of 
  8.27  state; 
  8.28     (7) require the secretary of state to maintain the central 
  8.29  database; 
  8.30     (8) provide security and protection of all information in 
  8.31  the central database and monitor the central database to ensure 
  8.32  that unauthorized entry is not allowed; 
  8.33     (9) require standardized information for entry into the 
  8.34  central database; 
  8.35     (10) prescribe an identification procedure for debtors and 
  8.36  secured parties that will enhance lien and financing statement 
  9.1   searches; and 
  9.2      (11) prescribe a procedure for phasing-in or converting 
  9.3   from the existing filing system to a computerized filing system. 
  9.4      (e) The secretary of state, county recorders, and their 
  9.5   employees and agents shall not be liable for any loss or damages 
  9.6   arising from errors in or omissions from information entered 
  9.7   into the computerized filing system as a result of the 
  9.8   electronic transmission of tax lien notices under sections 
  9.9   268.058, subdivision 1, paragraph (b), clause (2); 270.69, 
  9.10  subdivision 2, paragraph (b), clause (2); 272.483; and 272.488, 
  9.11  subdivisions 1 and 3.