as introduced - 83rd Legislature (2003 - 2004) Posted on 12/15/2009 12:00am
1.1 A bill for an act 1.2 relating to state government; the Office of the 1.3 Secretary of State; simplifying filing procedures; 1.4 eliminating certain filing requirements; requiring 1.5 electronic registration after December 31, 2004; 1.6 appropriating money; amending Minnesota Statutes 2002, 1.7 sections 184.30; 302A.821, subdivisions 1, 2, 4; 1.8 317A.823, subdivision 1, by adding a subdivision; 1.9 322B.960, subdivisions 1, 2, 5; 325A.06, subdivision 1.10 1; 326.40, subdivision 2; 326.48, subdivision 3; 1.11 330.01, subdivision 1; 330.08; 330.09; 336.9-525; 1.12 340A.416, subdivision 4; 359.01; 359.071; 398.10. 1.13 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 1.14 Section 1. Minnesota Statutes 2002, section 184.30, is 1.15 amended to read: 1.16 184.30 [BONDS.] 1.17 Subdivision 1. Every application for an employment 1.18 agency's license must be accompanied by a surety bond approved 1.19 by the department in the amount of $10,000 for each location. 1.20 The bond must be filed in the
Office of the Secretary of State1.21 department and conditioned that the employment agency and each 1.22 member, shareholder, director, or officer of a firm, 1.23 partnership, corporation, or association operating as an 1.24 employment agency will comply with the provisions of sections 1.25 184.21 to 184.40 and any contract made by the employment agent 1.26 in the conduct of the business. A person damaged by a breach of 1.27 any condition of the bond may bring an action on the bond, and 1.28 successive actions may be maintained on it. 1.29 Subd. 2. The secretary of state shall be paid a filing fee2.1 of $10.2.2 Sec. 2. Minnesota Statutes 2002, section 302A.821, 2.3 subdivision 1, is amended to read: 2.4 Subdivision 1. [ANNUAL REGISTRATION FORM.] Each calendar 2.5 year beginning in the calendar year following the calendar year 2.6 in which a corporation incorporates, the corporation must file 2.7 with the secretary of state must mail by first class mail an2.8 annual registration form to the registered office of each2.9 corporation as shown on the records of the secretary of state.2.10 The form must include the following notice:2.11 "NOTICE: Failure to file this form by December 31 of this2.12 year will result in this corporation losing its good standing2.13 without further notice from the secretary of state."by December 2.14 31 of each calendar year a registration containing the 2.15 information listed in subdivision 2. 2.16 Sec. 3. Minnesota Statutes 2002, section 302A.821, 2.17 subdivision 2, is amended to read: 2.18 Subd. 2. [INFORMATION REQUIRED; MANNER OF FILING.] (a) A2.19 domestic corporation shall file with the secretary of state a2.20 registration by December 31 each calendar year containingThe 2.21 registration must include: 2.22 (a)(1) the name of the corporation; 2.23 (b)(2) the address of its principal executive office, if 2.24 different from the registered office address; 2.25 (c)(3) the address of its registered office and the name 2.26 of the registered agent, if any; 2.27 (d)(4) the state of incorporation; and 2.28 (e)(5) the name and business address of the officer or 2.29 other person exercising the principal functions of the chief 2.30 executive officer of the corporation. 2.31 (b) After December 31, 2004, filing an annual registration 2.32 may only be done on-line. 2.33 Sec. 4. Minnesota Statutes 2002, section 302A.821, 2.34 subdivision 4, is amended to read: 2.35 Subd. 4. [PENALTY; REINSTATEMENT.] (a) A corporation that 2.36 has failed to file a registration pursuant to the requirements 3.1 of subdivision 2 must be dissolved by the secretary of state as 3.2 described in paragraph (b). 3.3 (b) If the corporation has not filed the registration for3.4 three consecutivein a calendar yearsyear, the secretary of 3.5 state must issue a certificate of administrative dissolution and 3.6 the certificate must be filed in the Office of the Secretary of 3.7 State. The secretary of state shall send by forwardable United3.8 States mailnotice to the registered office of thecorporation a3.9 postcard notifying the corporationthat the corporation will be3.10 has been dissolved if no registration is filed withand that the 3.11 corporation may be reinstated by filing a registration and a $25 3.12 fee pursuant to this section by the beginning of the following3.13 calendar year. The secretary of state shall annually inform the 3.14 attorney general and the commissioner of revenue of the methods 3.15 by which the names of corporations dissolved under this section 3.16 during the preceding year may be determined. The secretary of 3.17 state must also make available in an electronic format the names 3.18 of the dissolved corporations. A corporation dissolved in this 3.19 manner is not entitled to the benefits of section 302A.781. The 3.20 liability, if any, of the shareholders of a corporation 3.21 dissolved in this manner shall be determined and limited in 3.22 accordance with section 302A.557, except that the shareholders 3.23 shall have no liability to any director of the corporation under 3.24 section 302A.559, subdivision 2. 3.25 (c) After administrative dissolution, filing a registration 3.26 and the $25 fee with the secretary of state: 3.27 (1) returns the corporation to good standing as of the date 3.28 of the dissolution; 3.29 (2) validates contracts or other acts within the authority 3.30 of the articles, and the corporation is liable for those 3.31 contracts or acts; and 3.32 (3) restores to the corporation all assets and rights of 3.33 the corporation to the extent they were held by the corporation 3.34 before the dissolution occurred, except to the extent that 3.35 assets or rights were affected by acts occurring after the 3.36 dissolution or sold or otherwise distributed after that time. 4.1 Sec. 5. Minnesota Statutes 2002, section 317A.823, 4.2 subdivision 1, is amended to read: 4.3 Subdivision 1. [ANNUAL REGISTRATION.] (a) Except for 4.4 corporations to which paragraph (c) applies, each calendar year 4.5 beginning in the calendar year following the calendar year in 4.6 which a corporation incorporates, a corporation must file with 4.7 the secretary of state must mail by first class mail an annual4.8 registration form to the registered office of each corporation4.9 as shown on the records of the secretary of state. The form4.10 must include the following notice:4.11 "NOTICE: Failure to file this form by December 31 of this4.12 year will result in the dissolution of this corporation without4.13 further notice from the secretary of state, pursuant to4.14 Minnesota Statutes, section 317A.823, subdivision 2, paragraph4.15 (b)."by December 31 of each calendar year a registration 4.16 containing the information listed in paragraph (b). 4.17 (b) A nonprofit corporation must file with the secretary of4.18 state aThe registration by December 31 of each calendar year4.19 containingmust include: 4.20 (1) the name of the corporation; 4.21 (2) the address of its registered office; 4.22 (3) the name of its registered agent, if any; and 4.23 (4) the name and business address of the officer or other 4.24 person exercising the principal functions of president of the 4.25 corporation. 4.26 (c) The timely filing of an annual financial report and 4.27 audit or an annual financial statement under section 69.051, 4.28 subdivision 1 or 1a, by a volunteer firefighter relief 4.29 association, as reflected in the notification by the state 4.30 auditor under section 69.051, subdivision 1c, constitutes 4.31 presentation of the corporate registration. The secretary of 4.32 state may reject the registration by the volunteer firefighter 4.33 relief association. Rejection must occur if the information 4.34 provided to the state auditor does not match the information in 4.35 the records of the secretary of state. The volunteer 4.36 firefighter relief association may amend the articles of 5.1 incorporation as provided in sections 317A.131 to 317A.151 so 5.2 that the information from the state auditor may be accepted for 5.3 filing. The timely filing of an annual financial report and 5.4 audit or an annual financial statement under section 69.051, 5.5 subdivision 1 or 1a, does not relieve the volunteer firefighter 5.6 relief association of the requirement to file amendments to the 5.7 articles of incorporation directly with the secretary of state. 5.8 Sec. 6. Minnesota Statutes 2002, section 317A.823, is 5.9 amended by adding a subdivision to read: 5.10 Subd. 4. [FILING METHOD.] After December 31, 2004, filing 5.11 an annual registration may only be done on-line. 5.12 Sec. 7. Minnesota Statutes 2002, section 322B.960, 5.13 subdivision 1, is amended to read: 5.14 Subdivision 1. [ANNUAL REGISTRATION FORM.] Each calendar 5.15 year beginning in the calendar year following the calendar year 5.16 in which a limited liability company files articles of 5.17 organization, a limited liability company must file with the 5.18 secretary of state must mail by first class mail an annual5.19 registration form to the registered office of each limited5.20 liability company as shown on the records of the secretary of5.21 state. The form must include the following notice:5.22 "NOTICE: Failure to file this form by December 31 of this5.23 year will result in the termination or revocation of this5.24 limited liability company without further notice from the5.25 secretary of state, pursuant to Minnesota Statutes, section5.26 322B.960."by December 31 of each calendar year a registration 5.27 containing the information listed in subdivision 2. 5.28 Sec. 8. Minnesota Statutes 2002, section 322B.960, 5.29 subdivision 2, is amended to read: 5.30 Subd. 2. [INFORMATION REQUIRED; FEES.] (a) A domestic or5.31 foreign limited liability company must file with the secretary5.32 of state a registration by December 31 each calendar year5.33 beginning in the calendar year following the calendar year in5.34 which the limited liability company formed containingThe 5.35 registration must include: 5.36 (1) the name of the limited liability company or the name 6.1 under which a foreign limited liability company has registered 6.2 in this state; 6.3 (2) the address of its principal executive office, if 6.4 different from the registered address; 6.5 (3) the address of its registered office; 6.6 (4) the name of its registered agent, if any; 6.7 (5) the state or jurisdiction of organization; and 6.8 (6) the name and business address of the manager or other 6.9 person exercising the principal functions of the chief manager 6.10 of the limited liability company. 6.11 (b) After December 31, 2004, filing an annual registration 6.12 may only be done on-line. 6.13 Sec. 9. Minnesota Statutes 2002, section 322B.960, 6.14 subdivision 5, is amended to read: 6.15 Subd. 5. [REINSTATEMENT.] If a limited liability company 6.16 is administratively terminated or has its authority to do 6.17 business in Minnesota revoked, it may retroactively reinstate 6.18 its existence or authority to do business by filing a single 6.19 annual registration and paying a $25 fee but only within one6.20 year of the date of the termination or revocation. 6.21 (a) For a domestic limited liability company, filing the 6.22 annual registration with the secretary of state: 6.23 (1) returns the limited liability company to active status 6.24 as of the date of the administrative termination; 6.25 (2) validates contracts or other acts within the authority 6.26 of the articles, and the limited liability company is liable for 6.27 those contracts or acts; and 6.28 (3) restores to the limited liability company all assets 6.29 and rights of the limited liability company and its members to 6.30 the extent they were held by the limited liability company and 6.31 its members before the administrative termination occurred, 6.32 except to the extent that assets or rights were affected by acts 6.33 occurring after the termination, sold, or otherwise distributed 6.34 after that time. 6.35 (b) For a non-Minnesota limited liability company, filing 6.36 the annual registration restores the limited liability company's 7.1 ability to do business in Minnesota and the rights and 7.2 privileges which accompany that authority. 7.3 Sec. 10. Minnesota Statutes 2002, section 325A.06, 7.4 subdivision 1, is amended to read: 7.5 Subdivision 1. Every invention developer rendering, 7.6 offering to render, or advertising invention development 7.7 services in this state shall maintain a continuous corporate 7.8 surety bond issued by a surety admitted to do business in this 7.9 state, and equal to either ten percent of the invention 7.10 developer's gross income from the invention development business 7.11 in this state during the invention developer's preceding fiscal 7.12 year, or $50,000, whichever is larger. A copy of the bond shall 7.13 be approved by and filed with the attorney general and filed7.14 with the secretary of statebefore the invention developer 7.15 renders, offers to render, or advertises invention development 7.16 services in this state. The secretary of stateattorney general 7.17 shall maintain a list of all outstanding bonds filed under this 7.18 subdivision. The invention developer shall have 90 days after 7.19 the end of each fiscal year within which to change the bond as 7.20 may be necessary to conform to the requirements of this 7.21 subdivision. 7.22 Sec. 11. Minnesota Statutes 2002, section 326.40, 7.23 subdivision 2, is amended to read: 7.24 Subd. 2. [BOND; INSURANCE.] Any person contracting to do 7.25 plumbing work must give bond to the state in the amount of 7.26 $25,000 for all work entered into within the state. The bond 7.27 shall be for the benefit of persons injured or suffering 7.28 financial loss by reason of failure to comply with the 7.29 requirements of the Plumbing Code. A bond given to the state 7.30 shall be filed with the secretary of statecommissioner of 7.31 health and shall be in lieu of all other bonds to any political 7.32 subdivision required for plumbing work. The bond shall be 7.33 written by a corporate surety licensed to do business in the 7.34 state. 7.35 In addition, each applicant for a master plumber license or 7.36 renewal thereof, may provide evidence of public liability 8.1 insurance, including products liability insurance with limits of 8.2 at least $50,000 per person and $100,000 per occurrence and 8.3 property damage insurance with limits of at least $10,000. The 8.4 insurance shall be written by an insurer licensed to do business 8.5 in the state of Minnesota and each licensed master plumber shall 8.6 maintain on file with the state commissioner of health a 8.7 certificate evidencing the insurance providing that the 8.8 insurance shall not be canceled without the insurer first giving 8.9 15 days written notice to the commissioner. The term of the 8.10 insurance shall be concurrent with the term of the license. The 8.11 certificate shall be in lieu of all other certificates required 8.12 by any political subdivision for licensing purposes. 8.13 Sec. 12. Minnesota Statutes 2002, section 326.48, 8.14 subdivision 3, is amended to read: 8.15 Subd. 3. [BOND.] The applicant for a high pressure piping 8.16 business license or renewal shall give bond to the state in the 8.17 total penal sum of $15,000 conditioned upon the faithful and 8.18 lawful performance of all work entered upon within the state. 8.19 The bond shall run to and be for the benefit of persons injured 8.20 or suffering financial loss by reason of failure of payment or 8.21 performance. Claims and actions on the bond may be brought 8.22 according to sections 574.26 to 574.38. 8.23 The term of the bond must be concurrent with the term of 8.24 the high pressure pipefitting business license and run without 8.25 interruption from the date of the issuance of the license to the 8.26 end of the calendar year. All high pressure pipefitting 8.27 business licenses must be annually renewed on a calendar year 8.28 basis. 8.29 The bond must be filed with the secretary of state8.30 Department of Labor and Industry and shall be in lieu of any 8.31 other business license bonds required by any political 8.32 subdivision for high pressure pipefitting. The bond must be 8.33 written by a corporate surety licensed to do business in the 8.34 state. 8.35 Sec. 13. Minnesota Statutes 2002, section 330.01, 8.36 subdivision 1, is amended to read: 9.1 Subdivision 1. (a) The county auditor may license any 9.2 person having the qualifications specified in clause (b) of this 9.3 subdivision as an auctioneer. The license shall be issued by 9.4 the auditor and shall authorize the licensee to conduct the 9.5 business of an auctioneer in the state of Minnesota for the 9.6 period of one year. It shall be recorded by the auditor in a 9.7 book kept for that purpose. Before the license is issued the 9.8 applicant shall pay into the county treasury a fee of $20. The9.9 auditor shall, not later than the 15th day of the following9.10 month, transmit a copy of the license to the secretary of state9.11 together with $10 of the fee, which shall be deposited in the9.12 general fund.9.13 (b) A natural person is qualified to be licensed as an 9.14 auctioneer if 18 years of age or over and a resident of the 9.15 county of application for at least six months immediately 9.16 preceding the date of application. No copartnership, 9.17 association or corporation may be licensed as an auctioneer. 9.18 However, nothing in this subdivision shall be construed as 9.19 preventing auctioneers who are duly licensed in accordance with 9.20 the provisions of this chapter, from combining in associations, 9.21 copartnerships, or corporations, provided that each and every 9.22 member of these associations or copartnerships and each and 9.23 every person or agent conducting auction sales on behalf of 9.24 these corporations is a duly licensed auctioneer as provided in 9.25 this chapter. Nothing herein shall be construed to apply to the 9.26 owner of property for at least six months selling it at an 9.27 auction. 9.28 Sec. 14. Minnesota Statutes 2002, section 330.08, is 9.29 amended to read: 9.30 330.08 [ADVERTISEMENTS.] 9.31 All advertisements of auction sales shall carry the name or 9.32 names, address or addresses, and the license number or numbers 9.33 of the auctioneer or auctioneers conducting said sales. The9.34 secretary of state shall prescribe a numbering system for such9.35 licenses, which shall be applied to all current licenses on or9.36 before September 1, 1969, and which shall provide a number for10.1 each license different from all others in the state, which shall10.2 be retained from year to year by each such licensee who shall10.3 reapply. The secretary of state shall notify each county10.4 auditor as to numbers assigned, the county auditor shall record10.5 the same and notify each licensee, and shall assign a number to10.6 each new licensee as directed by the secretary of state.The 10.7 license number must be assigned by the county auditor and must 10.8 be a seven-digit number, the first two digits of which must be 10.9 the county number, the next two digits of which must be the last 10.10 two digits of the calendar year in which the license was issued 10.11 and the last three digits of which must start at 001 at the 10.12 beginning of each calendar year and indicate the order in which 10.13 the license was filed. 10.14 Sec. 15. Minnesota Statutes 2002, section 330.09, is 10.15 amended to read: 10.16 330.09 [NOTIFICATION OF CHANGE OF ADDRESS.] 10.17 Notice in writing shall be given to the auditor of the 10.18 county where licensed by each licensee of any change of address, 10.19 whereupon the auditor shall issue a duplicate license showing 10.20 the licensee's new address for which a fee of $3 shall be paid 10.21 into the county treasury. The auditor shall notify the10.22 secretary of state of a change in address.A change of address, 10.23 without notification to the auditor, shall result in the 10.24 automatic cancellation of any license theretofore issued after 10.25 the expiration of 30 days from the date of such change of 10.26 address. 10.27 Sec. 16. Minnesota Statutes 2002, section 336.9-525, is 10.28 amended to read: 10.29 336.9-525 [FEES.] 10.30 (a) [INITIAL FINANCING STATEMENT OR OTHER RECORD: GENERAL 10.31 RULE.] Except as otherwise provided in subsection (d), the fee 10.32 for filing and indexing a record under this part delivered on 10.33 paper is $20 and for a record delivered by any electronic means 10.34 is $15. 10.35 (b) [NUMBER OF NAMES.] The number of names required to be 10.36 indexed does not affect the amount of the fee in subsection (a). 11.1 (c) [RESPONSE TO INFORMATION REQUEST.] The fee for 11.2 responding to a request for information from the filing office, 11.3 including for issuing a certificate showing whether there is on 11.4 file any financing statement naming a particular 11.5 debtor, delivered on paper is $20 and for a record delivered by 11.6 any electronic means is $15. 11.7 (d) [RECORD OF MORTGAGE.] This section does not require a 11.8 fee with respect to a record of a mortgage which is effective as 11.9 a financing statement filed as a fixture filing or as a 11.10 financing statement covering as-extracted collateral or timber 11.11 to be cut under section 336.9-502(c). However, the recording 11.12 and satisfaction fees that otherwise would be applicable to the 11.13 record of the mortgage apply. 11.14 Sec. 17. Minnesota Statutes 2002, section 340A.416, 11.15 subdivision 4, is amended to read: 11.16 Subd. 4. [CERTIFICATION TO SECRETARY OF STATE.] The clerk 11.17 or recorder must certify results of a referendum held under this 11.18 section to the secretary of statewithin ten days of the 11.19 election. 11.20 Sec. 18. Minnesota Statutes 2002, section 359.01, is 11.21 amended to read: 11.22 359.01 [COMMISSION.] 11.23 Subdivision 1. [RESIDENT NOTARIES.] The governor may 11.24 appoint and commission as notaries public, by and with the 11.25 advice and consent of the senate, as many citizens of this state 11.26 or resident aliens, over the age of 18 years, as the governor 11.27 considers necessary. The commissioner of commercesecretary of 11.28 state shall perform all duties necessary to appoint and 11.29 commission notaries public under this section on the governor's 11.30 behalf. 11.31 Subd. 2. [NONRESIDENT NOTARIES.] The governor or the11.32 commissioner of commerce, acting on the governor's behalf, by 11.33 and with the advice and consent of the senate, may appoint as 11.34 notary public a person who is not a resident of this state if: 11.35 (1) the person is a resident of Wisconsin, Iowa, North 11.36 Dakota, or South Dakota, and of a county that shares a boundary 12.1 with this state; 12.2 (2) the person designates the commissionersecretary of 12.3 state as agent for the service of process for all purposes 12.4 relating to notarial acts and for receipt of all correspondence 12.5 relating to notarial acts. 12.6 Subd. 3. [FEES.] (a) When making application for a 12.7 commission the applicant must submit, along with the information 12.8 required by the commissionersecretary of state, a nonrefundable 12.9 fee of $40. 12.10 (b) All fees shall be retained by the commissioner12.11 secretary of state and are nonreturnable, except that an 12.12 overpayment of a fee is the subject of a refund upon proper 12.13 application. 12.14 Sec. 19. Minnesota Statutes 2002, section 359.071, is 12.15 amended to read: 12.16 359.071 [CHANGE OF NAME OR ADDRESS.] 12.17 A notary shall notify the commissionersecretary of state 12.18 of any name or address change within 30 days of the change. 12.19 Sec. 20. Minnesota Statutes 2002, section 398.10, is 12.20 amended to read: 12.21 398.10 [PARK SUPERINTENDENT; EMPLOYEES.] 12.22 The board shall, by secret ballot, elect a park 12.23 superintendent to serve as the chief administrative officer of 12.24 the park district. Such election shall be for terms of not to 12.25 exceed two years and the superintendent shall serve at the 12.26 pleasure of the board. No person shall be elected 12.27 superintendent unless the person has had at least ten years 12.28 experience in business or in public administration, at least 12.29 five years of which shall have been in a responsible 12.30 administrative capacity and at least three years in the 12.31 administration of parks or recreation. The salary of the 12.32 superintendent shall be set by the board. The superintendent or 12.33 a designee shall serve as secretary to the board. The secretary 12.34 shall, promptly after selection, file with the secretary of12.35 state of Minnesotaboard a bond in the penal sum of $10,000, 12.36 with good and sufficient sureties acceptable to the board of 13.1 park district commissioners. 13.2 The board shall have power to appoint such officers, agents 13.3 and employees as it deems necessary for the proper 13.4 administration of the district. The officers, agents and 13.5 employees shall perform such duties and receive such 13.6 compensation as the board may determine and shall be removable 13.7 at the pleasure of the board. 13.8 Sec. 21. [BASE BUDGET.] 13.9 The Department of Finance is instructed to include the 13.10 costs of assuming and operating the notary function, other than 13.11 enforcement costs which will remain with the commissioner of 13.12 commerce in the budget to be presented for fiscal year 13.13 2005-2006, as part of the base budget of the Office of the 13.14 Secretary of State. 13.15 Sec. 22. [EFFECTIVE DATE.] 13.16 Sections 2 to 8 are effective January 1, 2004. Sections 18 13.17 and 20 are effective July 1, 2005.