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Minnesota Legislature

Office of the Revisor of Statutes

SF 1288

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

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

Current Version - 1st Engrossment

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A bill for an act
relating to commerce; regulating various filings, forms, records, submissions,
motions, and orders relating to duties and responsibilities of the secretary of
state; amending Minnesota Statutes 2008, sections 5.15; 5.23, subdivisions 1, 4;
5.26, subdivision 1; 270C.63, subdivision 4; 272.488, subdivision 2; 302A.115,
subdivision 1; 302A.151; 303.06; 303.11; 308A.121, subdivision 1; 308B.211,
subdivision 1; 308B.215; 317A.115, subdivision 2; 321.0108; 321.0809;
321.0902; 321.0906; 321.0909; 322B.12, subdivision 1; 322B.91, subdivision 1;
322B.92; 336.9-519; 336.9-521; 336.9-525; 336A.03, subdivision 3; 336A.09,
subdivision 1; 545.05, subdivisions 1, 2, 4, 7, 10, 11, 13; proposing coding for
new law in Minnesota Statutes, chapter 5; repealing Minnesota Statutes 2008,
sections 5.03; 308B.121, subdivision 3; Minnesota Rules, part 8280.0470.

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

Section 1.

Minnesota Statutes 2008, section 5.15, is amended to read:


5.15 new text beginONLINE SIGNATURES, new text endACKNOWLEDGMENT OR NOTARIZATION
ON DOCUMENTS; PENALTIES OF PERJURY.

new text begin (a) new text endNo document submitted to the Office of the Secretary of State shall be required
to be notarized. Signing a document submitted to the secretary of state constitutes
"acknowledgment" as defined in section 358.41, clause (2), and "verification upon oath
or affirmation" as defined in section 358.41, clause (3). A person who signs a document
submitted to the secretary of state without authority to sign that document or who signs
the document knowing that the document is false in any material respect is subject to the
penalties of perjury set forth in section 609.48.

new text begin (b) Any document submitted to the Office of the Secretary of State online may be
signed by any person as agent of any person whose signature is required by law. The
signing party must indicate on the application that they are acting as the agent of the
person whose signature would be required and that they have been authorized to sign on
behalf of the applicant. The name of the person signing, entered on the online application,
constitutes a valid signature by such an agent.
new text end

new text begin EFFECTIVE DATE. new text end

new text begin 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.
new text end

Sec. 2.

Minnesota Statutes 2008, section 5.23, subdivision 1, is amended to read:


Subdivision 1.

Failure to pay filing fee.

If new text begina person files new text endan instrument authorized to
be filed with the secretary of state deleted text beginhas been submitteddeleted text end with a payment order or item that is
rejected or dishonored, the secretary deleted text beginmust remove the instrument from the public recorddeleted text endnew text begin
of state is authorized to refuse the filing of further instruments submitted by that person
or on behalf of the business entity or notary on whose behalf the prior instrument was
filed or relating to the same assumed name or trademark filing
new text end. The secretary may also
pursue collection of the rejected or dishonored payment order or item and recover the face
amount of the payment order or item, any service fee, and any additional collection costs
incurred to collect the amount. If the payment order or item is honored, deleted text beginthe instrument
must be returned to the public record
deleted text endnew text begin or the delinquent amount is paid, the secretary of
state must resume filing instruments submitted by that person or on behalf of that business
entity or notary or relating to the same assumed name or trademark filing
new text end as of the date the
payment order or item is honored and an instrument is presented for filing. The secretary
may impose restrictions on the manner of payment that will be accepted for any future
filings. deleted text beginThis subdivision does not apply to financing statements filed under chapter 336.deleted text endnew text begin
This subdivision does not apply to financing statements filed under chapter 336 or to an
effective financing statement or lien notice filed under chapter 336A.
new text end

new text begin EFFECTIVE DATE. new text end

new text begin 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.
new text end

Sec. 3.

Minnesota Statutes 2008, section 5.23, subdivision 4, is amended to read:


Subd. 4.

Collection of all amounts.

The secretary of state must collect the face
amount of the rejected or dishonored payment order or item, any service fee, and all
costs of collection in every possible instance. Collection must occur whether or not the
deleted text begin instrument is returned to the public record or thedeleted text end customer continues to receive the
information products or access to the database. Uncollectible payment orders and items
must be processed according to applicable Minnesota law.

Sec. 4.

Minnesota Statutes 2008, section 5.26, subdivision 1, is amended to read:


Subdivision 1.

Definition.

"Good standing" means that a business entity new text beginor other
filer of an assumed name or trademark filing
new text end has complied with all of the filing and
registration requirements with the Office of the Secretary of State described in the entity's
governing chapter.new text begin A business entity or other filer of an assumed name or trademark filing
that has submitted, or on whose behalf has been submitted, a payment order or item that
is rejected or dishonored, is not in good standing until the payment or item is honored
or the delinquent amount is paid. The secretary of state shall note on the record of the
business entity whether it is in good standing.
new text end

new text begin EFFECTIVE DATE. new text end

new text begin 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.
new text end

Sec. 5.

new text begin [5.35] AUTOMATIC NAME RESERVATION.
new text end

new text begin Upon the dissolution or termination of the filing of any business entity for failure to
file the annual renewal, the secretary of state shall automatically file a name reservation to
hold that name on behalf of the dissolved or terminated entity for a period of one year
from the date of the dissolution or termination.
new text end

new text begin EFFECTIVE DATE. new text end

new text begin 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.
new text end

Sec. 6.

Minnesota Statutes 2008, section 270C.63, subdivision 4, is amended to read:


Subd. 4.

Entry of information into central database.

County recorders and
the secretary of state shall enter information relative to lien notices, transcriptions,
renewals, and releases filed in their offices into the central database of the secretary of
state. For notices filed electronically with the county recorders, the date and time of
deleted text begin receiptdeleted text endnew text begin transmissionnew text end of the notice and county recorder's file number, and for notices filed
electronically with the secretary of state, the secretary of state's recording information,
must be entered by the filing officer into the central database before the close of the
working day following the day of the original data entry by the department.new text begin For notices
filed electronically with the county recorder, the date and time of filing is no later than 5:00
p.m. on the business day following transmission of the notice by the secretary of state.
new text end

Sec. 7.

Minnesota Statutes 2008, section 272.488, subdivision 2, is amended to read:


Subd. 2.

Central database.

County recorders and the secretary of state shall enter
information relative to lien notices, releases, revocations of release, and refilings of any of
those items into the computerized database system of the secretary of state. For notices
transmitted electronically for filing with the county recorders, the date and time of filing of
the notice and county recorder's file number, and for notices transmitted electronically
for filing with the secretary of state, the secretary of state's filing information, must be
entered by the filing officer into the computerized database system before the close of the
fifth working day following the day of the original data transmission to the filing officer
deleted text begin by the Internal Revenue Servicedeleted text end. When notices are transmitted electronically, the filing
officer must file the notices new text beginno later than 5:00 p.m. on new text endthe new text beginbusiness new text endday new text beginafter new text endthey were
transmitted to the filing officer deleted text beginby the Internal Revenue Servicedeleted text end. All other processing by
the county recorder of lien notices, releases, revocations of release and refilings of any of
those items must occur within the time period allowed in section 386.30.

Sec. 8.

Minnesota Statutes 2008, section 302A.115, subdivision 1, is amended to read:


Subdivision 1.

Requirements; prohibitions.

The corporate name:

(a) Shall be in the English language or in any other language expressed in English
letters or characters;

(b) Shall contain the word "corporation," "incorporated," or "limited," or shall
contain an abbreviation of one or more of these words, or the word "company" or the
abbreviation "Co." if that word or abbreviation is not immediately preceded by the word
"and" or the character "&";

(c) Shall not contain a word or phrase that indicates or implies that it is incorporated
for a purpose other than a legal business purpose;

(d) Shall be distinguishable upon the records in the Office of the Secretary of
State from the name of each domestic corporation, limited partnership, limited liability
partnership, and limited liability company, whether profit or nonprofit, and each foreign
corporation, limited partnership, limited liability partnership, and limited liability
companynew text begin on file,new text end authorized or registered to do business in this statenew text begin at the time of
filing
new text end, whether profit or nonprofit, and each name the right to which is, at the time of
incorporation, reserved as provided for in sectionsnew text begin 5.35,new text end 302A.117, 321.0109, 322B.125,
or 333.001 to 333.54, unless there is filed with the articles one of the following:

(1) The written consent of the domestic corporation, limited partnership, limited
liability partnership, or limited liability company, or the foreign corporation, limited
partnership, limited liability partnership, or limited liability company authorized or
registered to do business in this state or the holder of a reserved name or a name filed by
or registered with the secretary of state under sections 333.001 to 333.54 having a name
that is not distinguishable;

(2) A certified copy of a final decree of a court in this state establishing the prior
right of the applicant to the use of the name in this state; or

(3) The applicant's affidavit that the domestic or foreign corporation, limited
partnership, or limited liability company with the name that is not distinguishable has
been incorporated or on file in this state for at least three years prior to the affidavit, if it
is a domestic corporation, limited partnership, or limited liability company, or has been
authorized or registered to do business in this state for at least three years prior to the
affidavit, if it is a foreign corporation, limited partnership, or limited liability company,
or that the holder of a name filed or registered with the secretary of state under sections
333.001 to 333.54 filed or registered that name at least three years prior to the affidavit;
that the domestic or foreign corporation, limited partnership, or limited liability company
or holder has not during the three-year period before the affidavit filed any document with
the secretary of state; that the applicant has mailed written notice to the domestic or
foreign corporation, limited partnership, or limited liability company or the holder of a
name filed or registered with the secretary of state under sections 333.001 to 333.54 by
certified mail, return receipt requested, properly addressed to the registered office of the
domestic or foreign corporation or limited liability company or in care of the agent of the
limited partnership, or the address of the holder of a name filed or registered with the
secretary of state under sections 333.001 to 333.54, shown in the records of the secretary
of state, stating that the applicant intends to use a name that is not distinguishable and the
notice has been returned to the applicant as undeliverable to the addressee domestic or
foreign corporation, limited partnership, limited liability company, or holder of a name
filed or registered with the secretary of state under sections 333.001 to 333.54; that the
applicant, after diligent inquiry, has been unable to find any telephone listing for the
domestic or foreign corporation, limited partnership, or limited liability company with
the name that is not distinguishable in the county in which is located the registered office
of the domestic or foreign corporation, limited partnership, or limited liability company
shown in the records of the secretary of state or has been unable to find any telephone
listing for the holder of a name filed or registered with the secretary of state under sections
333.001 to 333.54 in the county in which is located the address of the holder shown in
the records of the secretary of state; and that the applicant has no knowledge that the
domestic or foreign corporation, limited partnership, limited liability company, or holder
of a name filed or registered with the secretary of state under sections 333.001 to 333.54 is
currently engaged in business in this state.

new text begin EFFECTIVE DATE. new text end

new text begin 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.
new text end

Sec. 9.

Minnesota Statutes 2008, section 302A.151, is amended to read:


302A.151 FILING ARTICLES.

new text begin Unless filed with the commissioner of commerce, pursuant to other law, new text endarticles of
incorporation and articles of amendment shall be filed with the secretary of state.

Sec. 10.

Minnesota Statutes 2008, section 303.06, is amended to read:


303.06 APPLICATION FOR CERTIFICATE OF AUTHORITY.

Subdivision 1.

Contents.

In order to procure a certificate of authority to transact
business in this state, a foreign corporation shall make application therefor to the secretary
of state, which application shall set forth:

(1) the name of the corporation and the state or country under the laws of which
it is organized;

(2) if the name of the corporation does not comply with section 303.05, then the
name which it agrees to use in this state;

(3) the address of its proposed registered office in this state and the name of its
proposed registered agent in this state;

(4) that it irrevocably consents to the service of process upon it as set forth in section
5.25, or any amendment thereto; deleted text beginanddeleted text end

(5) a statement that the officers executing the application have been duly authorized
so to do by the board of directors of the corporationdeleted text begin.deleted text endnew text begin; and
new text end

new text begin (6) that the corporation has complied with the organizational laws in the jurisdiction
in which it is organized.
new text end

Subd. 2.

Forms.

Such application shall be made on forms prescribed and furnished
by the secretary of state, and shall be executed by its president, vice-president, secretary,
or assistant secretarydeleted text begin, and delivered to the secretary of state with a certificate of existence
from the filing officer in the state, province, or country of incorporation
deleted text end.

Sec. 11.

Minnesota Statutes 2008, section 303.11, is amended to read:


303.11 NOTICE OF NAME CHANGES, WHERE FILED.

Each foreign corporation authorized to transact business in this state, shall, whenever
it changes its name, dissolves, or merges, certify to the secretary of state that deleted text beginit has
obtained and possesses a certificate to that effect authenticated by the proper officer of the
state or country under the laws of which
deleted text end thenew text begin foreignnew text end corporation deleted text beginis organizeddeleted text endnew text begin has changed
its name, dissolved, or merged and is listing its new status and name
new text end.

Sec. 12.

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


Subdivision 1.

Name.

The name of a cooperative must distinguish the cooperative
upon the records in the Office of the Secretary of State from the name of a domestic
corporation, whether profit or nonprofit, or a limited partnership, or a foreign corporation
or a limited partnership deleted text beginauthorized or registered to do business in this statedeleted text end, whether
profit or nonprofit, a limited liability company, whether domestic or foreign, a limited
liability partnership, whether domestic or foreign,new text begin on file, authorized or registered to do
business in this state at the time of filing
new text end or a name the right to which is, at the time of
incorporation, reserved or provided for in sectionsnew text begin 5.35,new text end 302A.117, 317A.117, 321.0109,
322B.125, or 333.001 to 333.54.

new text begin EFFECTIVE DATE. new text end

new text begin 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.
new text end

Sec. 13.

Minnesota Statutes 2008, section 308B.211, subdivision 1, is amended to read:


Subdivision 1.

Distinguished name.

The name of a cooperative shall distinguish
the cooperative upon the records in the Office of the Secretary of State from the name of a
domestic business entity or a foreign business entity, new text beginon file, new text endauthorized or registered to do
business in this statenew text begin at the time of filingnew text end, or a name the right to which is, at the time of
organization, reserved or provided for by law.

new text begin EFFECTIVE DATE. new text end

new text begin 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.
new text end

Sec. 14.

Minnesota Statutes 2008, section 308B.215, is amended to read:


308B.215 ARTICLES OF ORGANIZATION.

Subdivision 1.

Requirements.

(a) The articles of the cooperative shall include:

(1) the name of the cooperative;

(2) the purpose of the cooperative;

(3) the name and address of each organizer; deleted text beginand
deleted text end

(4) the period of duration for the cooperative, if the duration is not to be perpetualdeleted text begin.deleted text endnew text begin;
new text end

new text begin (5) the name of the registered agent; and
new text end

new text begin (6) the address of the registered office.
new text end

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

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

Subd. 2.

Filing.

The original articles deleted text beginand a designation of the cooperative's
registered office and agent
deleted text end shall be filed with the secretary of state. The fee for filing the
articles with the secretary of state is $60.

Subd. 3.

Effect of filing.

When the articlesdeleted text begin, the registration form under section
308B.121, and the designation of the cooperative's registered office and agent
deleted text end have been
filed with the secretary of state and the required fee has been paid to the secretary of
state, it shall be presumed that:

(1) all conditions precedent that are required to be performed by the organizers
have been complied with;

(2) the organization of the cooperative has been chartered by the state as a separate
legal entity; and

(3) the secretary of state shall issue a certificate of organization to the cooperative.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from January 1, 2009.
new text end

Sec. 15.

Minnesota Statutes 2008, section 317A.115, subdivision 2, is amended to read:


Subd. 2.

Name must be distinguishable.

(a) A corporate name must be
distinguishable upon the records in the Office of the Secretary of State from the name of a
domestic corporation or limited partnership, a foreign corporation or limited partnership
deleted text begin authorized or registered to do business in this statedeleted text end, whether profit or nonprofit, a limited
liability company, whether domestic or foreign, new text beginon file, authorized to do business in this
state at the time of filing,
new text enda limited liability partnership, whether domestic or foreign, or a
name the right to which is, at the time of incorporation, reserved, registered, or provided
for in sectionnew text begin 5.35,new text end 317A.117, 302A.117, 321.0109, 322B.125, or sections 333.001 to
333.54, unless one of the following is filed with the articles:

(1) the written consent of the organization having the name that is not distinguishable;

(2) a certified copy of a final decree of a court in this state establishing the prior right
of the applicant to use its corporate name in this state; or

(3) an affidavit of nonuse of the kind required by section 302A.115, subdivision 1,
paragraph (d), clause (3).

(b) The secretary of state shall determine whether a name is distinguishable from
another name for purposes of this section and section 317A.117.

(c) This subdivision does not affect the right of a corporation existing on January
1, 1991, or a foreign corporation authorized to do business in this state on that date, to
use its corporate name.

new text begin EFFECTIVE DATE. new text end

new text begin 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.
new text end

Sec. 16.

Minnesota Statutes 2008, section 321.0108, is amended to read:


321.0108 NAME.

(a) The name of a limited partnership may contain the name of any partner.

(b) The name of a limited partnership that is not a limited liability limited partnership
must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP" and may
not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP"
or "L.L.L.P."

(c) Except as provided in section 321.1206(e)(1), the name of a limited liability
limited partnership must contain the phrase "limited liability limited partnership" or the
abbreviation "LLLP" or "L.L.L.P." and must not otherwise contain the abbreviation
"L.P." or "LP."

(d) The limited partnership name shall not contain a word or phrase that indicates or
implies that it is formed for a purpose other than a legal purpose.

(e) The limited partnership name shall be distinguishable upon the records in the
Office of the Secretary of State from the name of each domestic corporation, limited
partnership, limited liability partnership, and limited liability company, whether profit or
nonprofit, and each foreign corporation, limited partnership, limited liability partnership,
and limited liability company new text beginon file, new text endauthorized or registered to do business in this statenew text begin
at the time of filing
new text end, whether profit or nonprofit, and each name the right to which is, at
the time of formation, reserved as provided for in sectionsnew text begin 5.35,new text end 302A.117, 322A.03,
322B.125, or 333.001 to 333.54, unless there is filed with the certificate of limited
partnership one of the following:

(1) the written consent of the domestic corporation, limited partnership, limited
liability partnership, or limited liability company, or the foreign corporation, limited
partnership, limited liability partnership, or limited liability company authorized or
registered to do business in this state or the holder of a reserved name or a name filed by
or registered with the secretary of state under sections 333.001 to 333.54 having a name
that is not distinguishable;

(2) a certified copy of a final decree of a court in this state establishing the prior right
of the applicant to the use of the name in this state; or

(3) the applicant's affidavit that the corporation, limited partnership, or limited
liability company with the name that is not distinguishable has been incorporated or on file
in this state for at least three years prior to the affidavit, if it is a domestic corporation,
limited partnership, or limited liability company, or has been authorized or registered to
do business in this state for at least three years prior to the affidavit, if it is a foreign
corporation, limited partnership, or limited liability company, or that the holder of a name
filed or registered with the secretary of state under sections 333.001 to 333.54 filed or
registered that name at least three years prior to the affidavit; that the corporation, limited
partnership, or limited liability company or holder has not during the three-year period
before the affidavit filed any document with the secretary of state; that the applicant has
mailed written notice to the corporation, limited partnership, or limited liability company
or the holder of a name filed or registered with the secretary of state under sections
333.001 to 333.54 by certified mail, return receipt requested, properly addressed to the
registered office of the corporation or limited liability company or in care of the agent of
the limited partnership, or the address of the holder of a name filed or registered with the
secretary of state under sections 333.001 to 333.54, shown in the records of the secretary
of state, stating that the applicant intends to use a name that is not distinguishable and the
notice has been returned to the applicant as undeliverable to the addressee corporation,
limited partnership, limited liability company, or holder of a name filed or registered
with the secretary of state under sections 333.001 to 333.54; that the applicant, after
diligent inquiry, has been unable to find any telephone listing for the corporation, limited
partnership, or limited liability company with the name that is not distinguishable in the
county in which is located the registered office of the corporation, limited partnership, or
limited liability company shown in the records of the secretary of state or has been unable
to find any telephone listing for the holder of a name filed or registered with the secretary
of state under sections 333.001 to 333.54 in the county in which is located the address
of the holder shown in the records of the secretary of state; and that the applicant has no
knowledge that the corporation, limited partnership, limited liability company, or holder
of a name filed or registered with the secretary of state under sections 333.001 to 333.54 is
currently engaged in business in this state.

(f) The secretary of state shall determine whether a name is distinguishable from
another name for purposes of this section and section 321.0109.

(g) This section and section 321.0109 do not abrogate or limit the law of unfair
competition or unfair practices; nor sections 333.001 to 333.54; nor the laws of the United
States with respect to the right to acquire and protect copyrights, trade names, trademarks,
service names, service marks, or any other rights to the exclusive use of names or symbols;
nor derogate the common law or the principles of equity.

(h) A limited partnership that is the surviving organization in a merger with one
or more other organizations, or that is formed by the reorganization of one or more
organizations, or that acquires by sale, lease, or other disposition to or exchange with an
organization all or substantially all of the assets of another organization, including its
name, may have the same name as that used in this state by any of the other organizations,
if the other organization whose name is sought to be used was organized under the laws
of, or is authorized to transact business in, this state.

(i) The use of a name by a limited partnership in violation of this section does not
affect or vitiate its existence, but a court in this state may, upon application of the state or
of a person interested or affected, enjoin the limited partnership from doing business under
a name assumed in violation of this section, although its certificate of limited partnership
may have been filed with the secretary of state and a certificate of formation issued.

new text begin EFFECTIVE DATE. new text end

new text begin 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.
new text end

Sec. 17.

Minnesota Statutes 2008, section 321.0809, is amended to read:


321.0809 ADMINISTRATIVE DISSOLUTION.

(a) A limited partnership that has failed to deliver for filing a registration pursuant
to the requirements of section 321.0210 must be dissolved by the secretary of state as
described in this section.

(b) If the limited partnership has not filed the delinquent registration, 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. deleted text beginThe secretary of state must annually inform the
attorney general and the commissioner of revenue of the methods by which the names of
limited partnerships administratively dissolved under this section during the preceding
year may be determined.
deleted text end The secretary of state must also make available in an electronic
format the names of the administratively dissolved limited partnerships.

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

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

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from January 1, 2008.
new text end

Sec. 18.

Minnesota Statutes 2008, section 321.0902, is amended to read:


321.0902 APPLICATION FOR CERTIFICATE OF AUTHORITY.

deleted text begin (a)deleted text end A foreign limited partnership may apply for a certificate of authority to transact
business in this state by delivering an application to the secretary of state for filing. The
application must state:

(1) the name of the foreign limited partnership and, if the name does not comply
with section 321.0108, an alternate name adopted pursuant to section 321.0905(a);

(2) the name of the state or other jurisdiction under whose law the foreign limited
partnership is organized;

(3) the street and mailing address of the foreign limited partnership's principal office
and, if the laws of the jurisdiction under which the foreign limited partnership is organized
require the foreign limited partnership to maintain an office in that jurisdiction, the street
and mailing address of the required office;

(4) the name and street and mailing address of the foreign limited partnership's initial
agent for service of process in this state;

(5) the name and street and mailing address of each of the foreign limited
partnership's general partners; deleted text beginand
deleted text end

(6) whether the foreign limited partnership is a foreign limited liability limited
partnershipdeleted text begin.deleted text endnew text begin; and
new text end

deleted text begin (b) A foreign limited partnership shall deliver with the completed application a
certificate of existence or a record of similar import signed by the secretary of state or
other official having custody of the foreign limited partnership's publicly filed records in
the state or other jurisdiction under whose law the foreign limited partnership is organized.
deleted text end

new text begin (7) that the foreign limited partnership has complied with the organizational laws in
the jurisdiction in which it is organized.
new text end

Sec. 19.

Minnesota Statutes 2008, section 321.0906, is amended to read:


321.0906 REVOCATION OF CERTIFICATE OF AUTHORITY.

(a) A foreign limited partnership that has failed to deliver for filing a deleted text beginregistrationdeleted text endnew text begin
renewal
new text end pursuant to the requirements of section 321.0210 must have its certificate of
authority to transact business in Minnesota revoked as described in this section.

(b) If the foreign limited partnership has not filed the delinquent registration, the
secretary of state must issue a certificate of revocation and the certificate must be filed
in the Office of the Secretary of State. deleted text beginThe secretary of state must annually inform the
attorney general and the commissioner of revenue of the methods by which the names of
limited partnerships whose certificates of authority have been revoked under this section
during the preceding year may be determined.
deleted text end The secretary of state must also make
available in an electronic format the names of the foreign limited partnerships whose
certificates have been revoked.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from January 1, 2008.
new text end

Sec. 20.

Minnesota Statutes 2008, section 321.0909, is amended to read:


321.0909 NAME CHANGES FILED IN HOME STATE.

A foreign limited partnership shall notify the secretary of state of any changes to
the partnership name filed with the state of formation by deleted text beginfiling a certificate from the state
of formation
deleted text end certifying to the deleted text beginchange of namedeleted text endnew text begin secretary of state that the foreign limited
partnership has changed the name and is listing the new name
new text end.

Sec. 21.

Minnesota Statutes 2008, section 322B.12, subdivision 1, is amended to read:


Subdivision 1.

Requirements and prohibitions.

The limited liability company
name must:

(1) be in the English language or in any other language expressed in English letters
or characters;

(2) contain the words "limited liability company," or must contain the abbreviation
"LLC" or, in the case of an organization formed pursuant to chapter 319B, must meet the
requirements of section 319B.05 applicable to a limited liability company;

(3) not contain the word corporation or incorporated and must not contain the
abbreviation of either or both of these words;

(4) not contain a word or phrase that indicates or implies that it is organized for a
purpose other than a legal business purpose; and

(5) be distinguishable upon the records in the Office of the Secretary of State
from the name of each domestic limited liability company, limited liability partnership,
corporation, and limited partnership, whether profit or nonprofit, and each foreign limited
liability company, limited liability partnership, corporation, and limited partnershipnew text begin on
file,
new text end authorized or registered to do business in this statenew text begin at the time of filingnew text end, whether profit
or nonprofit, and each name the right to which is, at the time of organization, reserved as
provided for in sectionsnew text begin 5.35,new text end 302A.117, 317A.117, 321.0109, 322B.125, or 333.001 to
333.54, unless there is filed with the articles of organization one of the following:

(i) the written consent of the domestic limited liability company, limited liability
partnership, corporation, or limited partnership or the foreign limited liability company,
limited liability partnership, corporation, or limited partnership authorized or registered to
do business in this state or the holder of a reserved name or a name filed by or registered
with the secretary of state under sections 333.001 to 333.54 having a name that is not
distinguishable;

(ii) a certified copy of a final decree of a court in this state establishing the prior right
of the applicant to the use of the name in this state; or

(iii) the applicant's affidavit that the domestic or foreign limited liability company,
domestic or foreign corporation, or domestic or foreign limited partnership with the
name that is not distinguishable has been organized, incorporated, or on file in this
state for at least three years prior to the affidavit, if it is a domestic limited liability
company, corporation, or limited partnership, or has been authorized or registered to
do business in this state for at least three years prior to the affidavit, if it is a foreign
limited liability company, corporation, or limited partnership, or that the holder of a name
filed or registered with the secretary of state under sections 333.001 to 333.54 filed
or registered that name at least three years prior to the affidavit, that the domestic or
foreign limited liability company, domestic or foreign corporation, or domestic or foreign
limited partnership or holder has not during the three-year period before the affidavit filed
any document with the secretary of state; that the applicant has mailed written notice
to the domestic or foreign limited liability company, domestic or foreign corporation,
or domestic or foreign limited partnership or the holder of a name filed or registered
with the secretary of state under sections 333.001 to 333.54 by certified mail, return
receipt requested, properly addressed to the registered office of the domestic or foreign
limited liability company or domestic or foreign corporation or in care of the agent of the
domestic or foreign limited partnership, or the address of the holder of a name filed or
registered with the secretary of state under sections 333.001 to 333.54, shown in the
records of the secretary of state, stating that the applicant intends to use a name that is
not distinguishable and the notice has been returned to the applicant as undeliverable to
the addressee of the domestic or foreign limited liability company, domestic or foreign
corporation, or domestic or foreign limited partnership or holder of a name filed or
registered with the secretary of state under sections 333.001 to 333.54; that the applicant,
after diligent inquiry, has been unable to find any telephone listing for the domestic or
foreign limited liability company, domestic or foreign corporation, or domestic or foreign
limited partnership with the name that is not distinguishable in the county in which is
located the registered office of the domestic or foreign limited liability company, domestic
or foreign corporation, or domestic or foreign limited partnership shown in the records of
the secretary of state or has been unable to find any telephone listing for the holder of a
name filed or registered with the secretary of state under sections 333.001 to 333.54
in the county in which is located the address of the holder shown in the records of the
secretary of state; and that the applicant has no knowledge that the domestic or foreign
limited liability company, domestic or foreign corporation, or domestic or foreign limited
partnership or holder of a name filed or registered with the secretary of state under sections
333.001 to 333.54 is currently engaged in business in this state.

new text begin EFFECTIVE DATE. new text end

new text begin 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.
new text end

Sec. 22.

Minnesota Statutes 2008, section 322B.91, subdivision 1, is amended to read:


Subdivision 1.

Application information.

Before transacting business in this state,
a foreign limited liability company shall obtain a certificate of authority. An applicant
for the certificate shall file with the secretary of state deleted text begina certificate of status from the filing
office in the jurisdiction in which the foreign limited liability company is organized and
deleted text end an
application executed by an authorized person and setting forth:

(1) the name of the foreign limited liability company and, if different, the name
under which it proposes to transact business in this state;

(2) the jurisdiction of its organization;

(3) the name and business address of the proposed registered agent in this state,
which agent shall be an individual resident of this state, a domestic corporation, or a
foreign corporation having a place of business in, and authorized to do business in, this
state;

(4) the address of the office required to be maintained in the jurisdiction of its
organization by the laws of that jurisdiction or, if not so required, of the principal place
of business of the foreign limited liability company; deleted text beginand
deleted text end

(5) the date the foreign limited liability company expires in the jurisdiction of its
organizationnew text begin; and
new text end

new text begin (6) that the foreign limited liability company has complied with the organizational
laws in the jurisdiction of its organization
new text end.

Sec. 23.

Minnesota Statutes 2008, section 322B.92, is amended to read:


322B.92 AMENDMENTS TO THE CERTIFICATE OF AUTHORITY.

If any statement in the application for a certificate of authority by a foreign limited
liability company was false when made or any arrangements or other facts described have
changed, making the application inaccurate in any respect, the foreign limited liability
company shall promptly file with the secretary of state:

(1) in the case of a change in its name, a termination or a merger, a deleted text begincertificatedeleted text endnew text begin
statement
new text end to that effect authenticated by the proper officer of deleted text beginthe state or country under the
laws of which
deleted text end the foreign limited liability company deleted text beginis organizeddeleted text end;

(2) in the case of a change in the name or address of the registered agent required to
be maintained by section 322B.925, an amendment to the certificate of authority signed by
an authorized person; or

(3) in the case of an election, rescission, or change in the specification of professional
services under section 319B.04, a notice which:

(i) states the election, rescission, or change in specification;

(ii) has been approved in accordance with the foreign limited liability company's
generally applicable governing law, as that term is defined in section 319B.02, subdivision
8
; and

(iii) has been signed on behalf of the foreign limited liability company.

The fee for filing the document is the same as for filing an amendment.

Sec. 24.

Minnesota Statutes 2008, section 336.9-519, is amended to read:


336.9-519 NUMBERING, MAINTAINING, AND INDEXING RECORDS;
COMMUNICATING INFORMATION PROVIDED IN RECORDS.

(a) Filing office duties. For each record filed in a filing office, the filing office shall:

(1) assign a unique number to the filed record;

(2) create a record that bears the number assigned to the filed record and the date
and time of filing;

(3) maintain the filed record for public inspection; and

(4) index the filed record in accordance with subsections (c), (d), and (e).

(b) File number. A file number assigned after July 1, 2001, must include a digit that:

(1) is mathematically derived from or related to the other digits of the file number;
and

(2) enables the filing office to detect whether a number communicated as the file
number includes a single-digit or transpositional error.

new text begin The first four digits of the number need not reflect the year of filing.
new text end

(c) Indexing: general. Except as otherwise provided in subsections (d) and (e), the
filing office shall:

(1) index an initial financing statement according to the name of the debtor and
index all filed records relating to the initial financing statement in a manner that associates
with one another an initial financing statement and all filed records relating to the initial
financing statement; and

(2) index a record that provides a name of a debtor which was not previously
provided in the financing statement to which the record relates also according to the
name that was not previously provided.

(d) Indexing: real property-related financing statement. If a financing statement
is filed as a fixture filing or covers as-extracted collateral or timber to be cut, it must be
filed for record and the filing office shall index it:

(1) under the names of the debtor and of each owner of record shown on the
financing statement as if they were the mortgagors under a mortgage of the real property
described; and

(2) to the extent that the law of this state provides for indexing of records of
mortgages under the name of the mortgagee, under the name of the secured party as if the
secured party were the mortgagee thereunder, or, if indexing is by description, as if the
financing statement were a record of a mortgage of the real property described.

(e) Indexing: real property-related assignment. If a financing statement is filed
as a fixture filing or covers as-extracted collateral or timber to be cut, the filing office
shall index an assignment filed under section 336.9-514(a) or an amendment filed under
section 336.9-514(b):

(1) under the name of the assignor as grantor; and

(2) to the extent that the law of this state provides for indexing a record of the
assignment of a mortgage under the name of the assignee, under the name of the assignee.

(f) Retrieval and association capability. The filing office shall maintain a
capability:

(1) to retrieve a record by the name of the debtor and by the file number assigned to
the initial financing statement to which the record relates; and

(2) to associate and retrieve with one another an initial financing statement and each
filed record relating to the initial financing statement.

(g) Removal of debtor's name. The filing office may not remove a debtor's name
from the index until one year after the effectiveness of a financing statement naming the
debtor lapses under section 336.9-515 with respect to all secured parties of record.

(h) Timeliness of filing office performance. The filing office shall perform the
acts required by subsections (a) through (e) at the time and in the manner prescribed by
filing office rule, but not later than two business days after the filing office receives the
record in question.

(i) Inapplicability to real property-related filing office. Subsections (b) and (h) do
not apply to a filing office described in section 336.9-501(a)(1).

Sec. 25.

Minnesota Statutes 2008, section 336.9-521, is amended to read:


336.9-521 UNIFORM FORM OF WRITTEN FINANCING STATEMENT
AND AMENDMENT.

(a) Initial financing statement form. A filing office that accepts written records
may not refuse to accept a written initial financing statement in the form and format
adopted by the National Conference of Commissioners on Uniform State Laws, except for
a reason set forth in section 336.9-516(b).

(b) Amendment form. A filing office that accepts written records may not refuse to
accept a written amendment of an initial financing statement record in the form and format
adopted by the National Conference of Commissioners on Uniform State Laws, except for
a reason set forth in section 336.9-516(b).

new text begin (c) Forms adopted by the International Association of Commercial Administrators
are accepted for filing, except for a reason set forth in section 336.9-516(b).
new text end

Sec. 26.

Minnesota Statutes 2008, section 336.9-525, is amended to read:


336.9-525 FEES.

(a) Initial financing statement or other record: general rule. Except as otherwise
provided in subsection (d), the fee for filing and indexing a record under this part is $20.
$5 of the fee collected for each filing made online must be deposited in the uniform
commercial code account.

(b) Number of names. The number of names required to be indexed does not
affect the amount of the fee in subsection (a).

(c) Response to information request. The fee for responding to a request for
information from the filing office, including for issuing a certificate showing whether there
is on file any financing statement naming a particular debtornew text begin and providing images of that
financing statement, if requested
new text end, is $20. $5 of the fee collected for each request delivered
online must be deposited in the uniform commercial code account.

(d) Record of mortgage. This section does not require a fee with respect to a record
of a mortgage which is effective as a financing statement filed as a fixture filing or as a
financing statement covering as-extracted collateral or timber to be cut under section
336.9-502(c). However, the recording and satisfaction fees that otherwise would be
applicable to the record of the mortgage apply.

Sec. 27.

Minnesota Statutes 2008, section 336A.03, subdivision 3, is amended to read:


Subd. 3.

Signatures.

A lien notice must be signed, authorized, or otherwise
authenticated by the lienholder. An effective financing statement must be signed,
authorized, or otherwise authenticated by:

(1) the secured party; and

(2) the debtornew text begin, except that an effective financing statement filed online need not be
signed by the debtor if the secured party obtains the debtor's signature on a paper effective
financing statement for this lien
new text end.

Sec. 28.

Minnesota Statutes 2008, section 336A.09, subdivision 1, is amended to read:


Subdivision 1.

Procedure.

(a) Oral and written inquiries regarding information
provided by the filing of effective financing statements or lien notices may be made at any
filing office during regular business hours.

(b) A filing office receiving an oral or written inquiry shall, upon request, provide an
oral or facsimile response to the inquiry deleted text beginand must send a confirmation of the inquiry in
writing by the end of the next business day after the inquiry is received
deleted text end.

(c) A filing office shall maintain a record of inquiries made under this section
including:

(1) the date of the inquiry;

(2) the name of the debtor inquired about; and

(3) identification of the person making the request for inquiry.

Sec. 29.

Minnesota Statutes 2008, section 545.05, subdivision 1, is amended to read:


Subdivision 1.

deleted text beginDefinitionsdeleted text endnew text begin Scopenew text end.

(a) As used in this section, a financing statement
or other recordnew text begin filed in the manner provided by sections 336.9-501 to 336.9-531 of
the Uniform Commercial Code - Secured Transactions to perfect a security interest
new text end is
fraudulent or otherwise improper if it is filed without the authorization of the obligor,
person named as debtor, or owner of collateral described or indicated in the financing
statement or other record, or by consent of an agent, fiduciary, or other representative
of that person or without the consent of the secured party of record in the case of an
amendment or termination.

new text begin (b) All other financing statements filed in the manner provided by sections
336.9-501 to 336.9-531 to perfect agricultural liens or for purposes outside of the Uniform
Commercial Code - Secured Transactions are also fraudulent or otherwise improper and
subject to this section if there is no statutory or other legal authority therefor.
new text end

deleted text begin (b)deleted text endnew text begin (c)new text end As used in this section, filing office or filing officer refers to the office or
officer where a financing statement or other record is appropriately filed or recorded as
provided by law, including, but not limited to, the county recorder, the secretary of state,
and other related filing officers.

Sec. 30.

Minnesota Statutes 2008, section 545.05, subdivision 2, is amended to read:


Subd. 2.

Motion.

An obligor, person named as a debtor, or owner of collateral
described or indicated in a financing statement or other record filed deleted text beginunderdeleted text endnew text begin in the manner
provided by
new text end sections deleted text begin336.9-101 to 336.9-709 (Uniform Commercial Code - Secured
Transactions)
deleted text endnew text begin 336.9-501 to 336.9-531new text end, who has reason to believe that the financing
statement or other record is fraudulent or otherwise improper may complete and file at
any time a motion for judicial review of the effectiveness of the financing statement or
other record. A secured party of record who believes that an amendment or termination
of a financing statement or other record is fraudulent or otherwise improper may also
file a motion.

Sec. 31.

Minnesota Statutes 2008, section 545.05, subdivision 4, is amended to read:


Subd. 4.

Motion form.

The motion must be in substantially the following form:

In Re: A Purported Financing Statement in the district court of ............. County,
Minnesota, Against [Name of person who filed the financing statement]

MOTION FOR JUDICIAL REVIEW OF A FINANCING STATEMENT FILED UNDER
THE UNIFORM COMMERCIAL CODE - SECURED TRANSACTIONS

.................................... (name of moving party) files this motion requesting a judicial
determination of the effectiveness of a financing statement or other record filed deleted text beginunderdeleted text endnew text begin in
the manner provided by sections 336.9-501 to 336.9-531 of
new text end the Uniform Commercial
Code - Secured Transactions in the office of the ............... (filing office and location) and
in support of the motion provides as follows:

I.

................. (name), the moving party, is the [obligor, person named as a debtor, or
owner of collateral described or indicated in] [secured party of record listed in] a financing
statement or other record filed deleted text beginunderdeleted text endnew text begin in the manner provided in sections 336.9-501 to
336.9-531 of
new text end the Uniform Commercial Code.

II.

On ............. (date), in the exercise of the filing officer's official duties as ..................
(filing officer's position), the filing officer received and filed or recorded the financing
statement or other record, a copy which is attached, that purports to [perfect a security
interestnew text begin or agricultural liennew text end against the obligor, person named as debtor, or the owner of
collateral described or indicated in the financing statement or other record] deleted text beginordeleted text end [amend
or terminate the financing statement in which the moving party is listed as the secured
party of record]new text begin [be for a purpose outside of the Uniform Commercial Code - Secured
Transactions]
new text end.

III.

The moving party alleges that the financing statement or other record is fraudulent
or otherwise improper and that this court should declare the financing statement or other
record ineffective.

IV.

The moving party attests that the assertions in this motion are true and correct.

V.

The moving party does not request the court to make a finding as to any underlying
claim of the parties involved deleted text beginand acknowledges that this motion does not seek review of
an effective financing statement
deleted text end. The moving party further acknowledges that the moving
party may be subject to sanctions if this motion is determined to be frivolous. The moving
party may be contacted by the respondent at:

Mailing Address: (required)

Telephone Number:

Facsimile Number: (either facsimile or e-mail contact is required)

E-Mail Address: (either facsimile or e-mail contact is required)

REQUEST FOR RELIEF

The moving party requests the court to review the attached documentation and enter
an order finding that the financing statement or other record is ineffective together with
other findings as the court deems appropriate.

Respectfully submitted, .......................... (Signature and typed name and address).

Sec. 32.

Minnesota Statutes 2008, section 545.05, subdivision 7, is amended to read:


Subd. 7.

Response form.

The person listed as [the secured party in] [filing] the
record for which the moving party has requested review may respond to the motion and
accompanying materials to request an actual hearing within 20 days from the mailing by
certified United States mail by the moving party. The form for use by the person listed as
[the secured party in] [filing] the record in question to respond to the motion for judicial
review must be in substantially the following form:

In Re: A Purported Financing Statement in the district court of ............. County,
Minnesota, Against [Name of person who filed the financing statement]

RESPONSE TO MOTION FOR JUDICIAL REVIEW OF A FINANCING
STATEMENT FILED UNDER THE UNIFORM COMMERCIAL CODE
- SECURED TRANSACTIONS

............................ (name) files this response to a motion requesting a judicial
determination of the effectiveness of a financing statement or other record filed deleted text beginunderdeleted text endnew text begin in
the manner provided by sections 336.9-501 to 336.9-531 of
new text end the Uniform Commercial
Code - Secured Transactions in the office of the ............... (filing office and location) and
in support of the motion provides as follows:

I.

................. (name), the respondent, is the person listed as [the secured party in]
[filing] the record for which review has been requested by the moving party.

II.

On ............. (date), in the exercise of the filing officer's official duties as ..................
(filing officer's position), the filing officer received and filed or recorded the financing
statement or other record, a copy which is attached, that purports to [perfect a security
interestnew text begin or agricultural liennew text end against] [amend or terminate a record filed by]new text begin [be for a purpose
outside of the Uniform Commercial Code - Secured Transactions as to]
new text end the moving party.

III.

Respondent states that the financing statement or other record is not fraudulent
or otherwise improper and that this court should not declare the financing statement or
other record ineffective.

IV.

Respondent attests that assertions in this response are true and correct.

V.

Respondent does not request the court to make a finding as to any underlying claim
of the parties involved. Respondent further acknowledges that respondent may be subject
to sanctions if this response is determined to be frivolous.

REQUEST FOR RELIEF

Respondent requests the court to review the attached documentation, to set a hearing
for no later than five days after the date of this response or as soon after that as the court
shall order and to enter an order finding that the financing statement or other record is
not ineffective together with other findings as the court deems appropriate. Respondent
may be contacted at:

Mailing Address: (required)

Telephone Number:

Facsimile Number: (either facsimile or e-mail contact is required)

E-Mail Address: (either facsimile or e-mail contact is required)

Respectfully submitted, .........................

(Signature and typed name and address).

Sec. 33.

Minnesota Statutes 2008, section 545.05, subdivision 10, is amended to read:


Subd. 10.

Hearing.

(a) If a hearing is timely requested, the court shall hold that
hearing within five days after the mailing of the response by the respondent or as soon
after that as ordered by the court. After the hearing, the court shall enter appropriate
findings of fact and conclusions of law regarding the financing statement or other record
filed deleted text beginunderdeleted text endnew text begin in the manner provided by sections 336.9-501 to 336.9-531 ofnew text end the Uniform
Commercial Code.

(b) If a hearing request under subdivision 7 is not received by the court by the
20th day following the mailing of the original motion, the court's finding may be made
solely on a review of the documentation attached to the motion and without hearing any
testimonial evidence. After that review, which must be conducted no later than five days
after the 20-day period has expired, the court shall enter appropriate findings of fact and
conclusions of law as provided in subdivision 11 regarding the financing statement or
other record filed deleted text beginunderdeleted text endnew text begin in the manner provided by sections 336.9-501 to 336.9-531 ofnew text end
the Uniform Commercial Code.

(c) A copy of the findings of fact and conclusions of law must be sent to the moving
party, the respondent, and the person who filed the financing statement or other record at
the address listed in the motion or response of each person within seven days of the date
that the findings of fact and conclusions of law are issued by the court.

(d) In all cases, the moving party shall file or record an attested copy of the findings
of fact and conclusions of law in the filing office in the appropriate class of records in
which the original financing statement or other record was filed or recorded. The filing
officer shall not collect a filing fee for filing a court's finding of fact and conclusion of
law as provided in this section except as specifically directed by the court in its findings
and conclusions.

Sec. 34.

Minnesota Statutes 2008, section 545.05, subdivision 11, is amended to read:


Subd. 11.

Order form; no hearing.

The findings of fact and conclusion of law
for an expedited review where no hearing has been requested must be in substantially
the following form:

MISCELLANEOUS DOCKET No. ...........

In Re: A Purported Financing Statementnew text begin or Other Recordnew text end in the district court
of ........................... County, Minnesota, Against [Name of person who filed financing
statement]

Judicial Finding of Fact and Conclusion of Law Regarding a Financing Statement
or Other Record Filed deleted text beginUnderdeleted text endnew text begin in the manner provided by sections 336.9-501 to
336.9-531 of
new text end the Uniform Commercial Code - Secured Transactions

On the (number) day of (month), (year), in the above entitled and numbered cause,
this court reviewed a motion, verified by affidavit, of (name) and the documentation
attached. The respondent did not respond within the required 20-day period. No testimony
was taken from any party, nor was there any notice of the court's review, the court
having made the determination that a decision could be made solely on review of the
documentation as provided in Minnesota Statutes, section 545.05.

The court finds as follows (only an item or subitem checked and initialed is a valid
court ruling):

[..] The documentation attached to the motion IS filed or recorded with the
authorization of the obligor, person named as debtor, or owner of collateral described or
indicated in the financing statement or other record, or by consent of an agent, fiduciary, or
other representative of that person, or with the authorization of the secured party of record
in the case of an amendment or terminationnew text begin, and IS a legally valid financing statement or
other record under the Uniform Commercial Code - Secured Transactions law of this state
new text end.

[..] The documentation attached to the motion IS NOT filed or recorded with the
authorization of the obligor, person named as debtor, or owner of collateral described or
indicated in the documentation, or by consent of an agent, fiduciary, or other representative
of that person, or with the authorization of the secured party of record in the case of an
amendment or termination and, IS NOT deleted text beginan effectivedeleted text endnew text begin a legally validnew text end financing statement or
other record under the Uniform Commercial Code - Secured Transactions law of this state.

new text begin [..] The documentation attached to the motion IS filed to perfect an agricultural lien
or for a purpose outside of the Uniform Commercial Code - Secured Transactions and
there IS statutory or other legal authority therefor.
new text end

new text begin [..] The documentation attached to the motion purports to perfect an agricultural lien
or for a purpose outside of the Uniform Commercial Code - Secured Transactions, and
there IS NOT statutory or other legal authority therefor.
new text end

[..] This court makes no finding as to any underlying claims of the parties involved
and expressly limits its findings of fact and conclusions of law to the review of a
ministerial act. The filing officer shall remove the subject financing statement or other
record so that the record is not reflected in or obtained as a result of any search, standard
or otherwise, conducted of those records, but shall retain them and these findings of fact
and conclusions of law in the filing office for the duration of the period for which they
would have otherwise been filed.

SIGNED ON THIS THE ...... DAY of .......

............. District Judge

............. District

............. County, Minnesota

Sec. 35.

Minnesota Statutes 2008, section 545.05, subdivision 13, is amended to read:


Subd. 13.

Subsequent motion.

If the moving party files a subsequent motion under
this section against a person filing a financing statement or other record that is reviewed
under this section and found to be deleted text beginfiled or recorded with the authorization of the obligor,
person named as debtor, or owner of collateral described or indicated in the financing
statement or other record, or by consent of an agent, fiduciary, or other representative of
that person, or with the authorization of the secured party of record in the case of an
amendment or termination
deleted text endnew text begin legally valid under the Uniform Commercial Code - Secured
Transactions law of this state or under other statutory or legal authority
new text end, the court may, in
addition to assessing costs, order other equitable relief against the moving party or enter
other sanctions against the moving party.

Sec. 36. new text begin REPEALER.
new text end

new text begin (a) new text end new text begin Minnesota Statutes 2008, sections 5.03; and 308B.121, subdivision 3, new text end new text begin are
repealed.
new text end

new text begin (b) new text end new text begin Minnesota Rules, part 8280.0470, new text end new text begin is repealed.
new text end

Sec. 37. new text beginEFFECTIVE DATE.
new text end

new text begin Sections 22 to 36 are effective the day after final enactment.
new text end