SF 1224

1st Engrossment - 86th Legislature (2009 - 2010) Posted on 02/09/2010 02:19am

A bill for an act
relating to the secretary of state; regulating various filings and fees; defining
certain terms; amending Minnesota Statutes 2008, sections 5.12, subdivision 1;
5.29; 5.32; 270C.63, subdivision 13; 302A.821; 303.14; 303.16, subdivision
4; 308A.995; 308B.121, subdivisions 1, 2; 317A.823; 321.0206; 321.0210;
321.0810; 322B.960; 323A.1003; 333.055; 336A.04, subdivision 3; 336A.09,
subdivision 2; 359.01, subdivision 3; proposing coding for new law in Minnesota
Statutes, chapter 5.

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

Section 1.

[5.001] DEFINITIONS.

Subdivision 1.

Applicability.

As used in this chapter, the terms defined in this
section have the meanings given them.

Subd. 2.

Business entity.

"Business entity" means an organization that is formed
under chapters 300, 301, 302A, 303, 308, 308A, 308B, 315, 317, 317A, 318, 319, 319A,
321, 322A, 322B, 323, or 323A and that has filed documents with the secretary of state.

Subd. 3.

Business entity filings.

"Business entity filings" means any filing from a
business entity and also includes filings made under chapter 333.

Subd. 4.

Bulk data.

"Bulk data" means data that has commercial value and is a
substantial or discrete portion of or an entire formula, pattern, compilation, program,
device, method, technique, process, database, or system.

Sec. 2.

[5.002] E-MAIL ADDRESSES.

The secretary of state is authorized to provide a field on each of the forms and on
each online entry screen, used to file business entity filings, Uniform Commercial Code
records, and central notification system filings, for the collection of an e-mail address to
which the secretary of state can forward official notices required by law and other notices
to the business entity, assumed name, or the person filing the uniform commercial code or
central notification system record. The e-mail address may be updated by or on behalf of
the business entity by sending a notification of the change to the secretary of state. No fee
shall be charged for an e-mail address update. E-mail addresses collected by the secretary
of state pursuant to this section must not be provided as bulk data.

EFFECTIVE DATE.

This section is effective 30 days after the secretary of state
certifies that the information systems of the Office of the Secretary of State have been
modified to implement this section.

Sec. 3.

Minnesota Statutes 2008, section 5.12, subdivision 1, is amended to read:

Subdivision 1.

Fees.

The secretary of state shall charge a fee of $5 for each
certificate or certification of a copy or electronically transmitted image of any document
filed in the Office of the Secretary of State. The secretary of state shall charge a fee of
$3 for a copy or electronically transmitted image of an original filing of a corporation,
limited partnership, assumed name, or trade or service mark business entity filing. The
secretary of state shall charge a fee of $3 for a copy of any or all each subsequent filings of
a corporation, limited partnership, assumed name, or trade or service mark business entity
filing. The secretary of state shall charge a fee of $1 per page for copies $3 for a copy of
any other nonuniform commercial code documents document filed with the secretary of
state. At the time of filing, the secretary of state may provide at the public counter, without
charge, a copy of a filing, ten or fewer pages in length, to the person making the filing.

EFFECTIVE DATE.

This section is effective 30 days after the secretary of state
certifies that the information systems of the Office of the Secretary of State have been
modified to implement this section.

Sec. 4.

Minnesota Statutes 2008, section 5.29, is amended to read:

5.29 BULK AGENT NAME AND ADDRESS CHANGES GLOBAL FILINGS.

The filing fee charged for filing an amendment is charged for each document
filed (a) When a registered agent for multiple business entities files an instrument that
changes its name or office address pursuant to sections 302A.123, subdivision 3; 303.10;
308A.025, subdivision 5; 317A.123, subdivision 3; 318.02; and 322B.135, subdivision
3; and chapters 321; 323; and 323A, but the cumulative fee shall not exceed $10,000 for
entities governed by the provisions of chapters 302A, 303, 308A, 317A, 318, 322A, 322B,
323, and 323A, the change for each business entity must be filed online as a separate
transaction, and a separate filing fee charged.

(b) When a secured party wishes to file an amendment to a financing statement
making a change in secured party or debtor name and address information, each
amendment must be filed online as a separate transaction and a separate filing fee charged.

EFFECTIVE DATE.

This section is effective 30 days after the secretary of state
certifies that the information systems of the Office of the Secretary of State have been
modified to implement this section.

Sec. 5.

Minnesota Statutes 2008, section 5.32, is amended to read:

5.32 TEMPORARY TECHNOLOGY SURCHARGE.

Subdivision 1.

Surcharge.

For fiscal years 2008 and, 2009, 2010, and 2011, the
following technology surcharges are imposed on the filing fees required under the
following statutes:

(1) $25 for articles of incorporation filed under section 302A.151;

(2) $25 for articles of organization filed under section 322B.17;

(3) $25 for applications for certificates of authority to transact business in Minnesota
filed under section 303.06;

(4) $20 for annual reports filed by non-Minnesota corporations under section
303.14; and

(5) $50 for reinstatements to authority to transact business in Minnesota filed under
section 303.19.

Subd. 2.

Deposit.

The surcharges listed in subdivision 1 shall be deposited into the
uniform commercial code account.

Subd. 3.

Expiration.

This section expires June 30, 2009 2011.

EFFECTIVE DATE.

This section is effective the day following final enactment.

Sec. 6.

[5.34] ANNUAL RENEWAL FILINGS.

Any business registered with the secretary of state required to file an annual renewal
in order to maintain its active status, good standing, or existence under Minnesota Statutes
shall file that renewal, whether online or otherwise, in a format that states:

(1) the name in Minnesota of the organization for which the renewal is filed;

(2) the name of the organization in the jurisdiction in which it is organized, if
different;

(3) the address of the registered office or designated office and the name of the
registered agent of the organization for service of process, if any;

(4) the jurisdiction in which the organization is organized, if that jurisdiction is
not Minnesota;

(5) the name and business address of the officer or other person exercising the
principal functions of the president of a nonprofit corporation, manager of a limited
liability company, or chief executive officer of a corporation or cooperative;

(6) the address of the principal executive office of a domestic business corporation
or of a limited liability company or the principal place of business of a cooperative, if
different from the registered office address;

(7) the address of the designated office and the name, street, and mailing address of
the agent for service of process in Minnesota of a limited partnership or foreign limited
partnership;

(8) the street and mailing address of the principal office of a limited partnership;

(9) the street and mailing address of the chief executive office of a partnership and, if
different, the street address of an office of a partnership in Minnesota, if any;

(10) the name, street, mailing address, and telephone number of an individual
who may be contacted for purposes other than services of process on behalf of a
limited partnership or a limited liability partnership, if the agent for the limited liability
partnership, limited partnership, or foreign limited partnership is not an individual; and

(11) the e-mail address of the organization to which notices from the secretary of
state will be directed, if the organization has an e-mail address.

Sec. 7.

Minnesota Statutes 2008, section 270C.63, subdivision 13, is amended to read:

Subd. 13.

Lien search fees.

Upon request of any person, the filing officer shall issue
a certificate showing whether there is recorded in that filing office, on the date and hour
stated in the certificate, any notice of lien or certificate or notice affecting any lien filed
on or after ten years before the date of the search certificate, naming a particular person,
and giving the date and hour of filing of each notice or certificate naming the person. The
fee for a certificate shall be as provided by section 336.9-525 or 357.18, subdivision 1,
clause (3). Upon request, the filing officer shall furnish a copy of any notice of state lien,
or notice or certificate affecting a state lien, for a fee of 50 cents $1 per page, except
that after the effective date of section 3, that section shall govern the fee charged by the
secretary of state for a copy or electronically transmitted image.

Sec. 8.

Minnesota Statutes 2008, section 302A.821, is amended to read:

302A.821 MINNESOTA CORPORATE REGISTRATION RENEWAL.

Subdivision 1.

Annual registration renewal.

(a) The secretary of state must may
send annually to each corporation at the registered office of the corporation a postcard,
using the information provided by the corporation pursuant to section 5.002 or 5.34 or
the articles of incorporation, a notice announcing the need to file the annual registration
renewal and informing the corporation that the annual registration renewal may be filed
online and that paper filings may also be made, and informing the corporation that failing
to file the annual registration renewal will result in an administrative dissolution of the
corporation.

(b) Each calendar year beginning in the calendar year following the calendar year
in which a corporation incorporates, the corporation must file with the secretary of state
by December 31 of each calendar year a registration renewal containing the information
listed in subdivision 2.

Subd. 2.

Information required; manner of filing.

The registration must include:
filing must be made pursuant to section 5.34.

(1) the name of the corporation;

(2) the address of its principal executive office, if different from the registered
office address;

(3) the address of its registered office and the name of the registered agent, if any;

(4) the state of incorporation; and

(5) the name and business address of the officer or other person exercising the
principal functions of the chief executive officer of the corporation.

Subd. 3.

Information public.

The information required by subdivision 2 is public
data. Chapter 13 does not apply to this information.

Subd. 4.

Penalty; reinstatement.

(a) A corporation that has failed to file a
registration pursuant to the requirements of subdivision 2 renewal complying with section
5.34 must be dissolved by the secretary of state as described in paragraph (b).

(b) If the corporation has not filed the registration renewal during any calendar year,
the secretary of state must issue a certificate of administrative dissolution and the certificate
must be filed in the Office of the Secretary of State. The secretary of state must make
available in an electronic format the names of the dissolved corporations. A corporation
dissolved in this manner is not entitled to the benefits of section 302A.781. The liability, if
any, of the shareholders of a corporation dissolved in this manner shall be determined and
limited in accordance with section 302A.557, except that the shareholders shall have no
liability to any director of the corporation under section 302A.559, subdivision 2.

(c) After administrative dissolution, filing a registration renewal complying with
section 5.34 and the $25 fee with the secretary of state:

(1) returns the corporation to good standing as of the date of the dissolution;

(2) validates contracts or other acts within the authority of the articles, and the
corporation is liable for those contracts or acts; and

(3) restores to the corporation all assets and rights of the corporation to the extent
they were held by the corporation before the dissolution occurred, except to the extent that
assets or rights were affected by acts occurring after the dissolution or sold or otherwise
distributed after that time.

Sec. 9.

Minnesota Statutes 2008, section 303.14, is amended to read:

303.14 ANNUAL REPORT RENEWAL.

Subdivision 1.

Filed with secretary of state; contents Notice; filing.

Each calendar
year beginning in the calendar year following the calendar year in which a corporation
receives a certificate of authority to do business in Minnesota, the secretary of state
must mail by first class mail an annual registration form to the registered office of each
corporation as shown on the records of the secretary of state. The form must include the
following may send to the corporation, using the information provided by the corporation
pursuant to section 5.002 or 5.34 or the application for certificate of authority, a notice:
announcing the need to file the annual renewal and informing the corporation that the
annual renewal may be filed online and that paper filings may also be made, and informing
the corporation that failing to file the annual renewal will result in an administrative
dissolution or revocation of certificate of authority to do business in Minnesota.

"NOTICE: Failure to file this form by December 31 of this year will result in the
revocation of the authority of this corporation to transact business in Minnesota without
further notice from the secretary of state, pursuant to Minnesota Statutes, section 303.17."

The corporation will submit a $115 fee with the annual registration renewal and will
set forth on the form: the items required by section 5.34.

(1) the name of the corporation, and, if the corporation has designated an alternate
name pursuant to section 303.05, subdivision 1, that alternate name;

(2) the name of the registered agent of the corporation in Minnesota;

(3) the address of its registered office;

(4) the state of incorporation; and

(5) the name and business address of the officer or other person exercising the
principal functions of the chief executive officer of the corporation.

Sec. 10.

Minnesota Statutes 2008, section 303.16, subdivision 4, is amended to read:

Subd. 4.

Approval; filing.

The application for withdrawal shall be delivered to
the secretary of state. Upon receiving and examining the same, and upon finding that it
conforms to the provisions of this chapter, the secretary of state shall, when all license
fees, filing fees, and other charges other than the fee required by section 303.14 have been
paid as required by law, file the same and shall issue and record a certificate of withdrawal.
Upon the issuance of the certificate, the authority of the corporation to transact business
in this state shall cease.

Sec. 11.

Minnesota Statutes 2008, section 308A.995, is amended to read:

308A.995 PERIODIC REGISTRATION ANNUAL RENEWAL.

Subdivision 1.

Periodic registration in certain years Annual renewal.

Each
cooperative governed by this chapter must file a periodic registration an annual renewal
with the secretary of state in each odd-numbered calendar year following the calendar year
in which the cooperative was incorporated. In these years, The secretary of state must may
mail by first class mail a registration form to the registered office of each cooperative as
shown on the records of the secretary of state, or if no such address is in the records, to the
location of the principal place of business shown on the records of the secretary of state.
The form must include the following notice: send annually to the cooperative, using the
information provided by the cooperative pursuant to section 5.002 or 5.34 or the articles of
incorporation, a notice announcing the need to file the annual renewal and informing the
cooperative that the annual renewal may be filed online and that paper filings may also be
made, and informing the cooperative that failing to file the annual renewal will result in an
administrative dissolution of the cooperative.

"NOTICE: Failure to file this form by December 31 of this year will result in the
dissolution of this cooperative without further notice from the secretary of state, pursuant
to Minnesota Statutes, section 308A.995, subdivision 4, paragraph (b)."

Subd. 2.

Minnesota cooperative registration renewal form.

In each calendar year
in which a registration renewal is to be filed, a cooperative must file with the secretary of
state a registration an annual renewal by December 31 of that calendar year containing:
the items required by section 5.34.

(1) the name of the cooperative;

(2) the address of its registered office;

(3) the address of its principal place of business, if different from the registered
office address; and

(4) the name and business address of the officer or other person exercising the
principal functions of the chief executive officer of the cooperative.

Subd. 3.

Information public.

The information required by subdivision 1 is public
data.

Subd. 4.

Penalty; dissolution.

(a) A cooperative that has failed to file a registration
renewal pursuant to the requirements of this section by December 31 of the calendar year
for which the registration renewal was required must be dissolved by the secretary of
state as described in paragraph (b).

(b) If the cooperative has not filed the registration renewal by December 31 of that
calendar year, the secretary of state must issue a certificate of involuntary dissolution, and
the certificate must be filed in the Office of the Secretary of State. The secretary of state
must make available in an electronic format the names of the dissolved cooperatives. A
cooperative dissolved in this manner is not entitled to the benefits of section 308A.981.

Subd. 5.

Reinstatement.

A cooperative may retroactively reinstate its existence
by filing a single annual registration renewal and paying a $25 fee. Filing the annual
registration renewal with the secretary of state:

(1) returns the cooperative to active status as of the date of the dissolution;

(2) validates contracts or other acts within the authority of the articles, and the
cooperative is liable for those contracts or acts; and

(3) restores to the cooperative all assets and rights of the cooperative and its
shareholders or members to the extent they were held by the cooperative and its
shareholders or members before the dissolution occurred, except to the extent that
assets or rights were affected by acts occurring after the dissolution or sold or otherwise
distributed after that time.

EFFECTIVE DATE.

This section is effective 30 days after the secretary of state
certifies that the information systems of the Office of the Secretary of State have been
modified to implement this section.

Sec. 12.

Minnesota Statutes 2008, section 308B.121, subdivision 1, is amended to read:

Subdivision 1.

Periodic registration in certain years Annual renewal.

Each
cooperative governed by this chapter and each foreign cooperative registered under
section 308B.151 must file a periodic registration an annual renewal with the secretary
of state with the initial articles and any amendment of the articles in each odd-numbered
calendar year after the calendar year in which the cooperative incorporated. In these years,
The secretary of state must mail by first class mail a registration form to the registered
office of each cooperative and registered foreign cooperative as shown in the records of
the secretary of state, or if no such address is in the records, to the location of the principal
place of business shown in the records of the secretary of state. For a cooperative, the
form must include the following notice: may send annually to each cooperative, using the
information provided by the cooperative pursuant to section 5.002 or 5.34 or the articles of
organization, a notice announcing the need to file the annual renewal and informing the
cooperative that the annual renewal may be filed online and that paper filings may also
be made, and informing the cooperative that failing to file the annual renewal will result
in an administrative dissolution.

"NOTICE: Failure to file this form by December 31 of this year will result in the
dissolution of this cooperative without further notice from the secretary of state, under
Minnesota Statutes, section 308B.121, subdivision 4, paragraph (b)."

For a foreign cooperative, the form must contain the following notice:

"NOTICE: Failure to file this form by December 31 of this year will result in the
loss of good standing and the authority to do business in Minnesota."

EFFECTIVE DATE.

This section is effective 30 days after the secretary of state
certifies that the information systems of the Office of the Secretary of State have been
modified to implement this section.

Sec. 13.

Minnesota Statutes 2008, section 308B.121, subdivision 2, is amended to read:

Subd. 2.

Registration Renewal form.

In each calendar year in which a registration
renewal is to be filed, a cooperative must file with the secretary of state a registration by
December 31 of that calendar year a renewal containing: the items required by section
5.34.

(1) the name of the cooperative;

(2) the address of its registered office;

(3) the address of its principal place of business, if different from the registered
office address; and

(4) the name and business address of the officer or other person exercising the
principal functions of the chief executive officer of the cooperative.

EFFECTIVE DATE.

This section is effective 30 days after the secretary of state
certifies that the information systems of the Office of the Secretary of State have been
modified to implement this section.

Sec. 14.

Minnesota Statutes 2008, section 317A.823, is amended to read:

317A.823 ANNUAL CORPORATE REGISTRATION RENEWAL.

Subdivision 1.

Annual registration renewal.

(a) The secretary of state must may
send annually to each corporation at the registered office of the corporation, using the
information provided by the corporation pursuant to section 5.002 or 5.34 or the articles of
incorporation, a postcard notice announcing the need to file the annual registration renewal
and informing the corporation that the annual registration renewal may be filed online and
that paper filings may also be made, and informing the corporation that failing to file the
annual registration renewal will result in an administrative dissolution of the corporation.

(b) Each calendar year beginning in the calendar year following the calendar year
in which a corporation incorporates, a corporation must file with the secretary of state
by December 31 of each calendar year a registration containing the information listed
in paragraph (c) required by section 5.34.

(c) The registration must include:

(1) the name of the corporation;

(2) the address of its registered office;

(3) the name of its registered agent, if any; and

(4) the name and business address of the officer or other person exercising the
principal functions of president of the corporation.

Subd. 2.

Penalty.

(a) A corporation that has failed to file a registration renewal
pursuant to the requirements of subdivision 1 must be dissolved by the secretary of state
as described in paragraph (b).

(b) If the corporation has not filed the delinquent registration renewal, the secretary
of state must issue a certificate of involuntary dissolution, and the certificate must be filed
in the Office of the Secretary of State. The secretary of state must also make available in
an electronic format the names of the dissolved corporations. A corporation dissolved in
this manner is not entitled to the benefits of section 317A.781.

Sec. 15.

Minnesota Statutes 2008, section 321.0206, is amended to read:

321.0206 DELIVERY TO AND FILING OF RECORDS BY SECRETARY OF
STATE; EFFECTIVE TIME AND DATE.

(a) A record authorized or required to be delivered to the secretary of state for filing
under this chapter must be captioned to describe the record's purpose, be in a medium
permitted by the secretary of state, and be delivered to the secretary of state. Unless the
secretary of state determines that a record does not comply with the filing requirements
of this chapter, and if the appropriate filing fees have been paid, the secretary of state
shall file the record and:

(1) for a statement of dissociation, send:

(A) a copy of the filed statement to the person which the statement indicates has
dissociated as a general partner; and

(B) a copy of the filed statement to the limited partnership;

(2) for a statement of withdrawal, send:

(A) a copy of the filed statement to the person on whose behalf the record was
filed; and

(B) if the statement refers to an existing limited partnership, a copy of the filed
statement to the limited partnership; and

(3) for all other records, send a copy of the filed record to the person on whose
behalf the record was filed.

(b) Upon request and payment of a fee, the secretary of state shall send to the
requester a certified copy of the requested record.

(c) Except as otherwise provided in sections 321.0116 and 321.0207, a record
delivered to the secretary of state for filing under this chapter may specify an effective
time and a delayed effective date. Except as otherwise provided in this chapter, a record
filed by the secretary of state is effective:

(1) if the record does not specify an effective time and does not specify a delayed
effective date, on the date and at the time the record is filed as evidenced by the secretary
of state's endorsement of the date and time on the record;

(2) if the record specifies an effective time but not a delayed effective date, on the
date the record is filed at the time specified in the record;

(3) if the record specifies a delayed effective date but not an effective time, at 12:01
a.m. on the earlier of:

(A) the specified date; or

(B) the 30th day after the record is filed; or

(4) if the record specifies an effective time and a delayed effective date, at the
specified time on the earlier of:

(A) the specified date; or

(B) the 30th day after the record is filed.

(d) The appropriate fees for filings under this chapter are:

(1) for filing a certificate of limited partnership, $100;

(2) for filing an amended certificate of limited partnership, $50;

(3) for filing a name reservation for a limited partnership name, $35;

(3) (4) for filing any other record, other than the annual report renewal required by
section 321.0210, for which no fee must be charged, required or permitted to be delivered
for filing, $35 50;

(4) (5) for filing a certificate requesting authority to transact business in Minnesota
as a foreign limited partnership, $85 100;

(5) (6) for filing an application of reinstatement, $25;

(6) (7) for filing a name reservation for a foreign limited partnership name, $35; and

(7) (8) for filing any other record, other than the annual report renewal required by
section 321.0210, for which no fee must be charged, required or permitted to be delivered
for filing on a foreign limited partnership authorized to transact business in Minnesota,
$50.

Sec. 16.

Minnesota Statutes 2008, section 321.0210, is amended to read:

321.0210 ANNUAL REPORT RENEWAL FOR SECRETARY OF STATE.

(a) Subject to subsection (b):

(1) in each calendar year following the calendar year in which a limited partnership
becomes subject to this chapter, the limited partnership must deliver to the secretary of
state for filing an annual registration renewal containing the information required by
subsection (c); and

(2) in each calendar year following the calendar year in which there is first on file
with the secretary of state a certificate of authority under section 321.0904 pertaining to a
foreign limited partnership, the foreign limited partnership must deliver to the secretary
of state for filing an annual registration renewal containing the information required by
subsection (c).

(b) A limited partnership's obligation under subsection (a) ends if the limited
partnership delivers to the secretary of state for filing a statement of termination under
section 321.0203 and the statement becomes effective under section 321.0206. A foreign
limited partnership's obligation under subsection (a) ends if the secretary of state issues
and files a certificate of revocation under section 321.0906 or if the foreign limited
partnership delivers to the secretary of state for filing a notice of cancellation under
section 321.0907(a) and that notice takes effect under section 321.0206. If a foreign
limited partnership's obligations under subsection (a) end and later the secretary of state
files, pursuant to section 321.0904, a new certificate of authority pertaining to that foreign
limited partnership, subsection (a)(2), again applies to the foreign limited partnership and,
for the purposes of subsection (a)(2), the calendar year of the new filing is treated as the
calendar year in which a certificate of authority is first on file with the secretary of state.

(c) The annual registration renewal must contain: the items required by section 5.34.

(1) the name of the limited partnership or foreign limited partnership;

(2) the address of its designated office and the name and street and mailing address
of its agent for service of process in Minnesota and, if the agent is not an individual, the
name, street and mailing address, and telephone number of an individual who may be
contacted for purposes other than service of process with respect to the limited partnership;

(3) in the case of a limited partnership, the street and mailing address of its principal
office; and

(4) in the case of a foreign limited partnership, the name of the state or other
jurisdiction under whose law the foreign limited partnership is formed and any alternate
name adopted under section 321.0905(a).

(d) The secretary of state shall:

(1) administratively dissolve under section 321.0809 a limited partnership that has
failed to file a registration renewal pursuant to subsection (a); and

(2) revoke under section 321.0906 the certificate of authority of a foreign limited
partnership that has failed to file a registration renewal pursuant to subsection (a).

Sec. 17.

Minnesota Statutes 2008, section 321.0810, is amended to read:

321.0810 REINSTATEMENT FOLLOWING ADMINISTRATIVE
DISSOLUTION.

(a) A limited partnership that has been administratively dissolved or a foreign
limited partnership that has had its certificate of authority revoked may apply to the
secretary of state for reinstatement reinstate after the effective date of dissolution. The
application To reinstate, the annual renewal required by section 5.34 must be delivered to
the secretary of state for filing and state: with the reinstatement fee of $25.

(1) the name of the limited partnership and the effective date of its administrative
dissolution;

(2) that the grounds for dissolution either did not exist or have been eliminated; and

(3) that the limited partnership's name satisfies the requirements of section 321.0108.

The application must also include any documents that were required to be delivered
for filing to the secretary of state but which were not so delivered.

(b) If the secretary of state determines that an application an annual renewal contains
the information required by subsection (a) and that the information is correct and the
application includes is accompanied by the appropriate fee, the secretary of state shall file
the reinstatement application and serve the limited partnership with a copy renewal and
reinstate the limited partnership or foreign limited partnership.

(c) When reinstatement becomes effective, it relates back to and takes effect as of the
effective date of the administrative dissolution or revocation and the limited partnership
may resume its activities as if the administrative dissolution or revocation had never
occurred, except that for the purposes of section 321.0103(c) and (d) the reinstatement
is effective only as of the date the reinstatement is filed.

Sec. 18.

Minnesota Statutes 2008, section 322B.960, is amended to read:

322B.960 ANNUAL REGISTRATION RENEWAL.

Subdivision 1.

Annual registration renewal form.

(a) The secretary of state
must may send annually to each limited liability company at the registered office of the
corporation a postcard, using the information provided by the limited liability company
pursuant to section 5.002 or 5.34 or the articles of organization, a notice announcing the
need to file the annual registration renewal and informing the limited liability company
that the annual registration renewal may be filed online and that paper filings may also be
made, and informing the limited liability company that failing to file the annual registration
renewal will result in an administrative termination of the limited liability company or the
revocation of the authority of the limited liability company to do business in Minnesota.

(b) Each calendar year beginning in the calendar year following the calendar year in
which a limited liability company files articles of organization, a limited liability company
must file with the secretary of state by December 31 of each calendar year a registration
renewal containing the information listed in subdivision 2 items required by section 5.34.

Subd. 2.

Information required; fees.

The registration must include:

(1) the name of the limited liability company or the name under which a foreign
limited liability company has registered in this state;

(2) the address of its principal executive office, if different from the registered
address;

(3) the address of its registered office;

(4) the name of its registered agent, if any;

(5) the state or jurisdiction of organization; and

(6) the name and business address of the manager or other person exercising the
principal functions of the chief manager of the limited liability company.

Subd. 4.

Penalty.

(a) A domestic limited liability company that has not filed
a registration renewal pursuant to the requirements of subdivision 2, this section is
administratively terminated. The secretary of state shall issue a certificate of administrative
termination which must be filed in the office of the secretary of state. The secretary of
state must also make available in an electronic format the names of the terminated limited
liability companies.

(b) A non-Minnesota limited liability company that has not filed a registration
renewal pursuant to the requirements of subdivision 2, this section shall have its authority
to do business in Minnesota revoked. The secretary of state must issue a certificate of
revocation which must be filed in the Office of the Secretary of State. The secretary
of state must also make available in an electronic format the names of the revoked
non-Minnesota limited liability companies.

Subd. 5.

Reinstatement.

If a limited liability company is administratively
terminated or has its authority to do business in Minnesota revoked, it may retroactively
reinstate its existence or authority to do business by filing a single annual registration
renewal and paying a $25 fee.

(a) For a domestic limited liability company, filing the annual registration renewal
with the secretary of state:

(1) returns the limited liability company to active status as of the date of the
administrative termination;

(2) validates contracts or other acts within the authority of the articles, and the
limited liability company is liable for those contracts or acts; and

(3) restores to the limited liability company all assets and rights of the limited
liability company and its members to the extent they were held by the limited liability
company and its members before the administrative termination occurred, except to the
extent that assets or rights were affected by acts occurring after the termination, sold, or
otherwise distributed after that time.

(b) For a non-Minnesota limited liability company, filing the annual registration
renewal restores the limited liability company's ability to do business in Minnesota and
the rights and privileges which accompany that authority.

Sec. 19.

Minnesota Statutes 2008, section 323A.1003, is amended to read:

323A.1003 ANNUAL REGISTRATION RENEWAL.

(a) Each calendar year beginning in the calendar year following the calendar year
in which a partnership files a statement of qualification or in which a foreign partnership
becomes authorized to transact business in this state, the secretary of state must mail by
first class mail an annual registration form to the street address of the partnership's chief
executive office, if located in Minnesota, the office in this state, if the chief executive
office is not located in Minnesota, or address of the registered agent of the partnership
as shown on the records of the secretary of state when the chief executive office is not
located in Minnesota and no other Minnesota office exists may send annually to the
partnership or foreign partnership, using the information provided by the limited liability
partnership pursuant to section 5.002 or 5.34 or the limited liability partnership statement
of qualification, a notice. The form must include the following notice: will announce the
need to file the annual renewal and will inform the partnership or foreign partnership that
the annual renewal may be filed online and that paper filings may also be made and that
"NOTICE: failure to file this form the notice by December 31 of this year will result
in the revocation of the statement of qualification of this limited liability partnership.
without further notice from the secretary of state pursuant to Minnesota Statutes, section
323A.1003, subsection (d)."

(b) A limited liability partnership, and a foreign limited liability partnership
authorized to transact business in this state, shall file an annual registration renewal in the
office of the secretary of state which contains: the information required by section 5.34.

(1) the name of the limited liability partnership and the state or other jurisdiction
under whose laws the foreign limited liability partnership is formed;

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

(3) if the partnership does not have an office in this state, the name and street address,
including the zip code, of the partnership's current agent for service of process; and

(4) if the agent for service of process under clause (3) is not an individual, the name,
street address, and telephone number of an individual who may be contacted for purposes
other than service of process with respect to the limited liability partnership.

(c) An annual registration renewal must be filed once each calendar year beginning
in the year following the calendar year in which a partnership files a statement of
qualification or a foreign partnership becomes authorized to transact business in this state.

(d) The secretary of state must revoke the statement of qualification of a partnership
that fails to file an annual registration renewal when due or pay the required filing fee. The
secretary of state must issue a certificate of revocation which must be filed in the office
of the secretary of state. The secretary of state must also make available in an electronic
format the names of the revoked limited liability companies.

(e) A revocation under subsection (d) only affects a partnership's status as a limited
liability partnership and is not an event of dissolution of the partnership.

(f) A partnership whose statement of qualification has been revoked may apply
to the secretary of state for reinstatement within one year after the effective date of
the revocation. A partnership must file an annual registration renewal to apply for
reinstatement and pay a reinstatement fee of $135 $160.

(g) A reinstatement under subsection (f) relates back to and takes effect as of
the effective date of the revocation, and the partnership's status as a limited liability
partnership continues as if the revocation had never occurred.

Sec. 20.

Minnesota Statutes 2008, section 333.055, is amended to read:

333.055 TERM OF CERTIFICATE.

Subdivision 1.

Application and renewal.

Filing of a certificate hereunder shall be
effective for a term of ten years from the date of filing and upon application filed within
the six-month period prior to the expiration of such term or a renewal thereof, on a form
prescribed by the secretary of state, upon filing and shall remain in effect as long as an
annual renewal for the certificate may be renewed for additional ten-year terms. A renewal
fee as specified herein, payable to the secretary of state, shall accompany the application
for renewal. is filed in each calendar year following the calendar year in which the original
filing was filed. The certificate expires in the calendar year following a calendar year in
which the annual renewal was not filed. Notice of the annual renewal requirement must be
provided to the person or entity submitting the certificate at the time of the original filing.

The secretary of state shall notify each business holding a certificate hereunder of
the necessity of renewal thereof by writing to the last known address of the business at
least six months prior to the certificate's expiration date.

Assumed name certificates on file with the secretary of state upon the effective
date of this section are exempt from the renewal requirements of this section until the
expiration of the original ten-year term.

Subd. 2.

Existing certificates Reinstatement.

Any assumed name certificate of
record in the district courts and in force on July 1, 1978 shall continue in force without
the necessity of another filing under section 333.01 until July 31, 1979, at which time all
such certificates shall expire unless renewed as hereinafter provided. Any certificate
may be renewed by filing an application with the secretary of state on a form prescribed
by the secretary and paying the renewal fee prescribed by subdivision 3 within the six
month period prior to the expiration of the certificate that expires as a result of failing
to file the annual renewal may be reinstated by filing the annual renewal with the $25
reinstatement fee.

Subd. 2a.

Annual renewal; contents.

The annual renewal filed under subdivision 1
must include the assumed name and the address of the principal place of business.

Subd. 3.

Fees.

The secretary of state shall charge and collect: a fee of $30 for
each filing submitted with respect to an assumed name except for the annual renewal,
for which no fee will be charged.

(a) for the filing of each certificate or amended certificate of an assumed name - $25;

(b) certificate renewal fee - $25.

Subd. 4.

Secretary of state duties.

The secretary of state shall accept for filing all
certificates and renewals thereof which comply with the provisions of sections 333.001 to
333.06 and which are accompanied by the prescribed fees, notwithstanding the fact that
the assumed name disclosed therein may not be distinguishable from one or more other
assumed names already filed with the secretary of state. The secretary of state shall not
accept for filing a certificate that discloses an assumed name that is not distinguishable
from a corporate, limited liability company, limited liability partnership, cooperative, or
limited partnership name in use or reserved in this state by another or a trade or service
mark registered with the secretary of state, unless there is filed with the certificate a written
consent, court decree of prior right, or affidavit of nonuser of the kind required by section
302A.115, subdivision 1, clause (d). The secretary of state shall determine whether a name
is distinguishable from another name for purposes of this subdivision.

EFFECTIVE DATE; APPLICATION.

This section is effective 30 days after the
secretary of state certifies that the information systems of the Office of the Secretary of
State have been modified to implement this section, and this section applies to all existing
and new assumed name certificates on and after that date.

Sec. 21.

Minnesota Statutes 2008, section 336A.04, subdivision 3, is amended to read:

Subd. 3.

Fees.

The fee for filing and indexing a standard form or format for a lien
notice, effective financing statement, or continuation statement, and stamping the date and
place of filing on a copy of the filed document furnished by the filing party is $15 until
June 30, 2005. Effective July 1, 2005, the fee for each filing will be as follows:

(1) $20 for each effective financing statement and $15 for each lien notice or other
filing made through the Web interface of the Office of the Secretary of State; and

(2) $25 for each effective financing statement and $20 for each lien notice or other
filing submitted in any other manner.; and

(3) no fee will be charged for filing a termination statement.

Filing fees collected by a satellite office must be deposited in the general fund of the
county in which the satellite office is located.

Sec. 22.

Minnesota Statutes 2008, section 336A.09, subdivision 2, is amended to read:

Subd. 2.

Searches; fees.

(a) If a person makes a request, the filing officer shall
conduct a search of the computerized filing system for effective financing statements or
lien notices and statements of continuation of a particular debtor. The filing officer shall
produce a report including the date, time, and results of the search by issuing:

(1) a listing of the file number, date, and hour of each effective financing statement
found in the search and the names and addresses of each secured party on the effective
financing statements or of each lien notice found in the search and the names and address
of each lienholder on the lien notice; or

(2) upon request, both the report and photocopies of the effective financing
statements or lien notices.

(b) The uniform fee for conducting a search and for preparing a report is $20 per
debtor name. If an oral or facsimile response is requested, there is an additional fee of $5
per debtor name requested. A fee of $1 per page as set by section 5.12 will be charged for
photocopies of effective financing statements, lien notices, continuation statements, or
termination statements.

(c) Search fees collected by a satellite office must be deposited in the general fund of
the county where the satellite office is located.

Sec. 23.

Minnesota Statutes 2008, section 359.01, subdivision 3, is amended to read:

Subd. 3.

Fees.

(a) When making application for a commission the applicant must
submit, along with the information required by the secretary of state, a nonrefundable
fee of $40.

(b) All fees shall be retained by the secretary of state and are nonreturnable, except
that for an overpayment of a fee is the subject of a refund upon proper application.