Minnesota Session Laws - 1988, Regular Session

  

                         Laws of Minnesota 1988 

                        CHAPTER 682-S.F.No. 1788 
           An act relating to the office of the secretary of 
          state; providing for the simplification of various 
          filings with that office; eliminating certain filings; 
          eliminating the requirement that documents be 
          notarized, verified, or acknowledged; reducing the 
          number of signatures required; setting fees for copies 
          of documents filed with the office of the secretary of 
          state; permitting the correction of documents; setting 
          fees for various filings; allowing the annual 
          registration to fulfill the requirement that an active 
          status report be filed; conforming the business 
          corporation act to the uniform fraudulent conveyances 
          act; increasing the penalties for failure to file an 
          assumed business name; changing the time period during 
          which audits of legal newspapers may occur; amending 
          Minnesota Statutes 1986, sections 5.12; 300.025; 
          300.49; 302A.115, subdivisions 1 and 7; 302A.551, 
          subdivision 3; 302A.821, subdivision 1; 303.06; 
          303.10, subdivision 2; 303.11; 303.14, subdivisions 1 
          and 3; 303.16, subdivision 3; and by adding a 
          subdivision; 306.70; 306.74; 308.06; 308.14, 
          subdivisions 2 and 4; 308.15, subdivisions 1 and 4; 
          308.59; 317.04, subdivision 3; 317.08, subdivision 1; 
          317.27, subdivisions 1 and 5; 317.33; 317.35; 317.45, 
          subdivision 4; 318.02, subdivision 1; 322A.12; 
          322A.14; 322A.73; 322A.74; 333.01; 333.055, 
          subdivisions 1 and 4; 333.06; 333.20, subdivision 2; 
          333.22, subdivision 2; 333.23; Minnesota Statutes 1987 
          Supplement, sections 302A.011, subdivision 11; 
          302A.139; 302A.615, subdivision 1; 308.58, subdivision 
          2; 322A.70; and 331A.02, subdivision 1; proposing 
          coding for new law in Minnesota Statutes, chapter 5. 
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
    Section 1.  Minnesota Statutes 1986, section 5.12, is 
amended to read:  
    5.12 [CERTIFICATE; CERTIFIED COPY OF DOCUMENT; FEE.] 
    The secretary of state shall charge a fee of $5 for each 
certificate or certification of a copy of any document filed in 
the office of the secretary of state.  The secretary of state 
shall charge a fee of $3 for a copy of an original filing of a 
corporation, limited partnership, trade or service mark, or for 
the complete record of a certificate of assumed name.  The 
secretary of state shall charge a fee of $3, for a copy of any 
or all subsequent filings of a corporation, limited partnership 
or trade or service mark.  The secretary of state shall charge a 
fee of $1 per page for copies of other non-uniform commercial 
code documents filed with the secretary of state. 
    Sec. 2.  [5.15] [ACKNOWLEDGMENT OR NOTARIZATION NOT 
REQUIRED ON DOCUMENTS SUBMITTED TO THE SECRETARY OF STATE; 
PENALTIES OF PERJURY IMPOSED FOR FALSE OR UNAUTHORIZED 
SIGNATURES.] 
    No 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. 
    Sec. 3.  [5.16] [CORRECTION OF DOCUMENTS.] 
    Subdivision 1.  [PROCEDURE TO CORRECT INACCURATE OR 
DEFECTIVE INSTRUMENTS.] Whenever an instrument authorized to be 
filed with the secretary of state has been filed and is an 
inaccurate record of the action referred to in the instrument, 
contains an inaccurate or erroneous statement, or was 
defectively or erroneously executed, sealed, acknowledged, or 
verified, the instrument may be corrected by articles of 
correction.  Articles of correction must be signed by the person 
who executed the original instrument or by a person authorized 
to sign on behalf of that person.  In the case of an entity 
other than a natural person, the articles of correction must be 
signed by an authorized person. 
    Subd. 2.  [ARTICLES OF CORRECTION.] The articles of 
correction must: 
    (1) set forth the name of the person or entity who filed 
the instrument; 
    (2) identify the instrument to be corrected by description 
and by the date of its filing with the secretary of state; 
    (3) identify the inaccuracy, error, or defect to be 
corrected; and 
     (4) set forth a statement in corrected form of the portion 
of the instrument to be corrected. 
    Subd. 3.  [FILING ARTICLES OF CORRECTION.] The articles of 
correction shall be delivered to the secretary of state.  If the 
secretary of state finds that the articles of correction conform 
to law, the secretary of state shall, when all fees have been 
paid as required by law: 
    (1) endorse on the articles of correction the word "filed" 
and the month, day, and year that the articles are filed; and 
    (2) file and record the document in the office of the 
secretary of state. 
    Subd. 4.  [EFFECT OF FILING ARTICLES OF CORRECTION.] After 
articles of correction have been filed and recorded in the 
office of the secretary of state, the instrument as corrected is 
considered to have been filed on the date the original 
instrument was filed; except that as to persons adversely 
affected by the correction, the instrument as corrected is 
considered to have been filed on the date the articles of 
correction were filed.  A certificate issued by the secretary of 
state before an instrument is corrected, with respect to the 
effect of filing the original instrument, is considered to be 
applicable to the instrument as corrected as of the date the 
instrument as corrected is considered to have been filed under 
this section. 
    Subd. 5.  [FEES.] The secretary of state shall collect a 
fee of $25 for filing articles of correction. 
    Sec. 4.  Minnesota Statutes 1986, section 300.025, is 
amended to read:  
    300.025 [ORGANIZATION OF FINANCIAL CORPORATIONS.] 
    Three or more persons may form a corporation for any of the 
purposes specified in section 47.12 by applying to the 
department of commerce and complying with all applicable 
organizational requirements and the conditions set out in 
clauses (1) to (7).  However, no corporation may be formed under 
this section if it may be formed under the Minnesota business 
corporation act.  The incorporators must subscribe and 
acknowledge a certificate specifying: 
    (1) the corporation's name, which must distinguish it from 
all other corporations authorized to do business in this state, 
and must contain the word "company," "corporation," "bank," 
"association," or "incorporated";  
    (2) the general nature of the corporation's business and 
its principal place of business;  
    (3) the period of its duration, if limited;  
    (4) the names and places of residence of the incorporators; 
    (5) the board in which the management of the corporation 
will be vested, the date of the annual meeting at which it will 
be elected, and the names and addresses of the board members 
until the first election, a majority of whom must always be 
residents of this state;  
    (6) the amount of capital stock, if any, how the capital 
stock is to be paid in, the number of shares into which it is to 
be divided, and the par value of each share; and, if there is to 
be more than one class, a description and the terms of issue of 
each class, and the method of voting on each class; and 
    (7) the highest amount of indebtedness or liability to 
which the corporation will at any time be subject. 
    The certificate may contain any other lawful provision 
defining and regulating the powers and business of the 
corporation, its officers, directors, trustees, members, and 
stockholders.  However, a corporation subject to sections 48.27 
and 51A.22, subdivision 2, may show its highest amount of 
indebtedness to be 30 times the amount of its capital and actual 
surplus.  
    Sec. 5.  Minnesota Statutes 1986, section 300.49, is 
amended to read:  
    300.49 [FILING FEES.] 
    Subdivision 1.  [PAID TO STATE TREASURER SECRETARY OF 
STATE.] Domestic corporations must pay to the state treasurer 
secretary of state the following fees: 
    (1) for filing articles of incorporation, $70 for the first 
$25,000 or fraction of that amount of the par value of its 
authorized shares, and $1.25 for each additional $1,000 or 
fraction of that amount $100; 
    (2) for filing another any instrument required or permitted 
by sections 300.01 to 300.68, $15 $25; 
    (3) for filing an amendment of articles of incorporation 
increasing the authorized number of shares, or the par value of 
shares previously authorized, or both, $1.25 for each $1,000 or 
fraction of that amount, of the increase for a merger, an 
additional fee of $25. 
    Subd. 2.  [VALUE OF SHARES FIXED.] For the sole purpose of 
determining the fees prescribed by subdivision 1, shares without 
par value have a par value of $10 each, except as otherwise 
provided in this subdivision.  If the shares are entitled to 
priority over other shares upon liquidation, the involuntary 
liquidation price stated in the articles of incorporation is the 
par value.  If the capital stock is reduced pursuant to section 
300.39, shares without par value must be computed at the value, 
at the time of filing the amendment to the articles of 
incorporation, shown by a verified statement of assets and 
liabilities subscribed by the president and the secretary of the 
corporation. 
    Subd. 3.  [EXCEPTIONS.] This section does not apply to 
cooperative associations or corporations organized without 
capital stock and not for pecuniary profit.  
    Sec. 6.  Minnesota Statutes 1987 Supplement, section 
302A.011, subdivision 11, is amended to read:  
    Subd. 11.  [FILED WITH THE SECRETARY OF STATE.] "Filed with 
the secretary of state" means that an original of a document 
meeting the applicable requirements of this chapter, signed, and 
acknowledged or verified in the manner provided in chapter 358, 
and accompanied by a filing fee of $25, has been delivered to 
the secretary of state of this state.  The secretary of state 
shall endorse on the original the word "Filed" and the month, 
day, year, and time of filing, record the document in the office 
of the secretary of state, and return the document to the person 
who delivered it for filing. 
    Sec. 7.  Minnesota Statutes 1986, 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 one or 
more a legal business purposes for which a corporation may be 
incorporated under this chapter purpose;  
    (d) Shall not be the same as, or deceptively similar to, 
the name of a domestic corporation or limited partnership, or a 
foreign corporation or limited partnership authorized or 
registered to do business in this state, or a name the right to 
which is, at the time of incorporation, reserved or provided for 
in sections 302A.117, 322A.03, 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 or 
limited partnership or foreign 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 the same or a deceptively similar name;  
    (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 or 
limited partnership with the same or deceptively similar name 
has been incorporated or on file in this state for at least 
three years prior to the affidavit, if it is a domestic 
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 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, and has not during the three year period filed 
any document with the secretary of state; that the applicant has 
mailed written notice to the corporation or 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 corporation 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, that the 
applicant intends to use the same or deceptively similar name 
and the notice has been returned to the applicant as 
undeliverable to the addressee corporation or 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 corporation or limited partnership 
with the same or deceptively similar name in the county in which 
is located the registered office of the corporation 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 or 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.  
    Sec. 8.  Minnesota Statutes 1986, section 302A.115, 
subdivision 7, is amended to read:  
    Subd. 7.  [LOST NAMES; USE BY OTHERS.] Each corporation 
formed before July 1, 1979 which has not filed the active status 
report required by Minnesota Statutes 1982, section 301.511 or 
an annual registration under section 302A.821 and which has not 
elected to become governed by this chapter before January 1, 
1984 shall file that report with the secretary of state 
accompanied by a filing fee of $10 the annual registration under 
section 302A.821.  
    Each corporation which has not filed that report on August 
1, 1983 or registration loses its right to the exclusive use of 
its name.  The corporation may reacquire the right to use that 
name by filing the report and paying the fee required by this 
subdivision registration under section 302A.821, unless the name 
has been adopted for use or reserved by another person, in which 
case the report registration will be rejected unless the report 
can be accepted registration is accompanied by a consent, court 
order or affidavit pursuant to subdivision 1, clause (d).  A 
corporation which cannot reacquire the use of its corporate name 
shall adopt a new corporate name which complies with the 
provisions of this section.  
    Sec. 9.  Minnesota Statutes 1987 Supplement, section 
302A.139, is amended to read:  
    302A.139 [ARTICLES OF AMENDMENT.] 
    When an amendment has been adopted, articles of amendment 
shall be prepared that contain:  
    (a) The name of the corporation;  
    (b) The amendment adopted;  
    (c) The date of the adoption of the amendment by the 
shareholders, or by the incorporators or the board where no 
shares have been issued; or the date of adoption of the 
amendment by the board if: 
    (1) the amendment merely restates the existing articles, as 
amended, and the amendment was not submitted to and approved by 
the shareholders, in which case the articles of amendment must 
contain With respect to an amendment restating the articles, a 
statement that the amendment restating the articles correctly 
sets forth without change the corresponding provisions of the 
articles as previously amended if the amendment was approved 
only by the board; or 
    (2) the amendment is to a statement establishing or fixing 
the rights and preferences of a class or series of shares before 
the issuance of shares of that class or series;  
    (d) If the amendment provides for but does not establish 
the manner for effecting an exchange, reclassification, or 
cancellation of issued shares, a statement of the manner in 
which it will be effected; and 
    (e) If the amendment restates the articles in their 
entirety, a statement that the restated articles supersede the 
original articles and all amendments to them A statement that 
the amendment has been adopted pursuant to chapter 302A.  
    Sec. 10.  Minnesota Statutes 1986, section 302A.551, 
subdivision 3, is amended to read:  
    Subd. 3.  [EFFECT MEASURED.] (a) In the case of a 
distribution made by a corporation in connection with a 
purchase, redemption, or other acquisition of its shares, the 
effect of the distribution shall be measured as of the date on 
which money or other property is transferred, or indebtedness 
payable in installments or otherwise is incurred, by the 
corporation, or as of the date on which the shareholder ceases 
to be a shareholder of the corporation with respect to the 
shares, whichever is the earliest.  
    (b) The effect of any other distribution shall be measured 
as of the date of its authorization if payment occurs 120 days 
or less following the date of authorization, or as of the date 
of payment if payment occurs more than 120 days following the 
date of authorization.  
    (c) Indebtedness of a corporation incurred or issued in a 
distribution in accordance with this section to a shareholder 
who as a result of the transaction is no longer a shareholder is 
on a parity with the indebtedness of the corporation to its 
general unsecured creditors, except to the extent subordinated, 
agreed to, or secured by a pledge of any assets of the 
corporation or a related corporation, or subject to any other 
agreement between the corporation and the shareholder.  
    (d) Sections 302A.551 to 302A.559 supersede all other 
statutes of this state with respect to distributions, and the 
provisions of sections 513.20 to 513.32 513.41 to 513.51 do not 
apply to distributions made by a corporation governed by this 
chapter.  
    Sec. 11.  Minnesota Statutes 1987 Supplement, section 
302A.615, subdivision 1, is amended to read:  
    Subdivision 1.  [CONTENTS OF ARTICLES.] Upon receiving the 
approval required by section 302A.613, articles of merger or 
exchange shall be prepared that contain:  
    (a) The plan of merger or exchange; and 
    (b) For each corporation, either:  
    (1) a statement that the plan has been approved by a vote 
of the shareholders each corporation pursuant to section 
302A.613, subdivision 2; or chapter 302A. 
    (2) a statement that a vote of the shareholders is not 
required.  
    Sec. 12.  Minnesota Statutes 1986, section 302A.821, 
subdivision 1, is amended to read:  
    Subdivision 1.  [INFORMATION REQUIRED.] A domestic 
corporation shall annually once each calendar year file either 
(a) with the commissioner of revenue along with the return 
required by sections 290.37 and 290.974, or along with an 
affidavit that the corporation need not file a return under 
section 290.37, or (b) with the secretary of state, a 
registration containing:  
    (a) The name of the corporation;  
    (b) The address of its principal executive office;  
    (c) The address of its registered office;  
    (d) The state of incorporation;  
    (e) The former name and address of the corporation or its 
registered office, if changed since the corporation filed its 
previous return;  
    (f) The name of its registered agent, if any; and 
    (g) The name and business address of the officer or other 
person exercising the principal functions of the chief executive 
officer of the corporation.  
    Sec. 13.  Minnesota Statutes 1986, 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 date of its incorporation and the period of its 
duration; 
    (4) The address of its principal office in the state or 
country under the laws of which it is organized; 
    (5) The address of its proposed registered office in this 
state and the name of its proposed registered agent in this 
state; 
    (6) (4) That it irrevocably consents to the service of 
process upon it as set forth in section 303.13, or any amendment 
thereto; and 
    (7) The names and respective addresses of its directors and 
officers; 
    (8) A statement of the aggregate number of shares which it 
shall have authority to issue, itemized by classes and series; 
    (9) A statement of the aggregate number of its issued or 
allotted shares itemized by classes and series; and 
    (10) (5) A statement that the officers executing the 
application have been duly authorized so to do by the board of 
directors of the corporation.  
    Subd. 2.  [FORMS.] Such application shall be made on forms 
prescribed and furnished by the secretary of state, and shall be 
executed, acknowledged, and verified by its president or a, 
vice-president, and by its secretary, or an assistant secretary, 
and delivered to the secretary of state with authenticated 
copies of its articles a certificate of existence from the 
filing officer in the state, province, or country of 
incorporation.  
    Sec. 14.  Minnesota Statutes 1986, section 303.10, 
subdivision 2, is amended to read:  
    Subd. 2.  [CHANGE OF LOCATION AND ADDRESS; REVOCATION OF 
AGENT'S APPOINTMENT; NEW AGENT.] A foreign corporation may, from 
time to time, change the location and address of its registered 
office.  It may revoke the appointment of a registered agent, 
provided it shall at the same time file an appointment of a new 
registered agent.  It shall appoint a new registered agent in 
case of vacancy in the office, whether by death, resignation, or 
otherwise, or because of the disqualification or incapacity of 
its registered agent.  Such changes may be made by filing in the 
office of the secretary of state a statement setting forth: 
    (1) The name of the corporation; 
    (2) The address of its registered office; 
    (3) If the address of its registered office is to be 
changed, the address to which the registered office is to be 
changed; 
    (4) The name of its then registered agent; 
    (5) If its registered agent is to be changed, the name of 
its successor registered agent; and 
    (6) That such change was authorized by resolution duly 
adopted by its board of directors.  
    Such statement shall be executed, acknowledged, and 
verified by its president or a, vice-president, and by its 
secretary, or an assistant secretary.  
    Sec. 15.  Minnesota Statutes 1986, 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, whenever its articles of incorporation are amended, 
whenever its stated capital shall be reduced, or whenever it 
shall be a party to a statutory merger or consolidation, shall 
forthwith shall, whenever it changes its name, dissolves, or 
merges into another corporation, file in the office of the 
secretary of state a copy of such amendment or articles of 
merger or consolidation, duly authenticated by the proper 
officer of the state or country under the laws of which such 
corporation is organized, or a copy of the instrument with 
reference to such reduction of stated capital required to be 
filed or recorded in a public office in the state or country 
under the laws of which such corporation is organized, duly 
authenticated by the proper public officer, as the case may be a 
certificate to that effect authenticated by the proper officer 
of the state or country under the laws of which the corporation 
is organized.  
    Sec. 16.  Minnesota Statutes 1986, section 303.14, 
subdivision 1, is amended to read:  
    Subdivision 1.  [FILED WITH SECRETARY OF STATE; CONTENTS.] 
Between January first and April first, in each year, every 
foreign corporation which holds a certificate of authority shall 
make and file with the secretary of state a report for the 
previous calendar year, setting 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 end with the 
word "Corporation" or the word "Incorporated," or the 
abbreviation "Inc.," or does not contain the word "Company" or 
the abbreviation "Co." not immediately preceded by the word 
"and" or the character "&," then the name of the corporation 
with the word or abbreviation which it has agreed to add thereto 
for use in this state; 
    (3) the date of its incorporation and the period of its 
duration; 
    (4) the address of its principal office in the state or 
country under the laws of which it is organized; 
    (5) the address of its registered office in this state and 
the name of its registered agent at such address; 
    (6) the names and respective addresses of its directors and 
officers; 
    (7) (4) additional information necessary or appropriate to 
enable the secretary of state to determine the additional 
license fee, if any, payable by the corporation; 
    (8) (5) a statement of the corporate taxable net income as 
stated in its Minnesota corporate income tax return that was due 
in the previous year; and 
    (9) (6) the fee required by section 303.07, subdivision 2.  
This fee shall be submitted with the annual report.  
    Sec. 17.  Minnesota Statutes 1986, section 303.14, 
subdivision 3, is amended to read:  
    Subd. 3.  [FORMS.] The annual report shall be made on forms 
prescribed by the secretary of state, one part setting forth the 
facts required by subdivision 1, clauses (1) to (6) (3), and the 
other part the facts required by subdivision 1, clauses 
(7) (4), (8) (5), and (9) (6).  The report shall be 
executed, acknowledged and verified by the president or, 
vice-president and by the, treasurer, an assistant treasurer, 
secretary, or an assistant secretary of the corporation.  If the 
corporation is in the hands of a receiver or trustee, the report 
shall be executed on behalf of the corporation and verified by 
the receiver or trustee. 
    Sec. 18.  Minnesota Statutes 1986, section 303.16, 
subdivision 3, is amended to read:  
    Subd. 3.  [EXECUTION OF APPLICATION.] The application for 
withdrawal shall be executed, acknowledged and verified on 
behalf of the corporation by its president or, vice-president, 
and by its secretary, or an assistant secretary, or, if the 
corporation is in the hands of a receiver or trustee, by such 
receiver or trustee.  
    Sec. 19.  Minnesota Statutes 1986, section 303.16, is 
amended by adding a subdivision to read: 
    Subd. 5.  [WITHDRAWAL THROUGH MERGER OR DISSOLUTION.] The 
filing with the secretary of state by the corporation of a 
certificate of dissolution, or a certificate of merger if the 
corporation is not the surviving corporation from the proper 
officer of the state or country under the laws of which the 
corporation is organized constitutes a valid application of 
withdrawal and the authority of the corporation to transact 
business in this state shall cease upon filing of the 
certificate. 
    Sec. 20.  Minnesota Statutes 1986, section 306.70, is 
amended to read:  
    306.70 [CERTIFICATE OF AMENDED ARTICLES TO BE RECORDED.] 
    The board of trustees or other governing body of such 
religious corporation shall cause such resolution to be embraced 
in a certificate duly executed and acknowledged by its president 
and secretary or other presiding and recording officers under 
the corporate seal of the corporation, which certificate shall 
be recorded in the office of the county recorder of the county 
in which the cemetery of such association is located and in the 
office of the secretary of state. 
    Sec. 21.  Minnesota Statutes 1986, section 306.74, is 
amended to read:  
    306.74 [CERTIFICATE OF AMENDMENT.] 
    The trustees shall cause such resolution to be embraced in 
a certificate duly executed and acknowledged by its president 
and secretary or other presiding and recording officers, under 
the corporate seal of the corporation, which certificate shall 
be recorded in the office of the county recorder of the county 
in which the cemetery of the association is located and in the 
office of the secretary of state. 
    Sec. 22.  Minnesota Statutes 1986, section 308.06, is 
amended to read:  
    308.06 [INCORPORATION, CONTENTS OF ARTICLES, FILING AND 
RECORDATION.] 
    Subdivision 1.  A cooperative association may be organized 
under the provisions of sections 308.05 to 308.18 by five one or 
more incorporators, who may act for themselves as individuals or 
as the agents of other cooperative associations, whether 
organized under sections 308.05 to 308.18 or otherwise.  
    Subd. 2.  The incorporators of a cooperative association 
under sections 308.05 to 308.18 shall sign and acknowledge 
written articles of incorporation, specifying (1) the name of 
the association, its purpose, and the principal place of 
transacting its business.  Such name shall distinguish it from 
all other corporations, domestic or foreign assumed names, trade 
or service marks, limited partnerships or reserved corporate or 
limited partnership names, pursuant to the standards set forth 
in section 302A.115, doing business in the state and shall be 
preserved to it during its corporate existence; (2) the period 
of its duration, which may be limited or perpetual; (3) if 
organized on a capital stock basis the total authorized number 
of shares and the par value of each share; a description of the 
classes of shares, if the shares are to be classified; a 
statement of the number of shares in each class and relative 
rights, preferences, and restrictions granted to or imposed upon 
the shares of each class, and a provision that only common 
stockholders shall have voting power; (4) that individuals 
owning common stock shall be restricted to one vote in the 
affairs of the association; (5) that shares of stock shall be 
transferable only with the approval of the board of directors of 
the association; (6) that dividends upon capital stock of the 
association shall not exceed eight percent annually; (7) the 
names, post office addresses and terms of office of the first 
directors; and (8) that net income in excess of dividends and 
additions to reserves shall be distributed on the basis of 
patronage, and that the records of the association may show the 
interest of patrons, stockholders of any classes and members in 
the reserves.  The articles of incorporation shall always 
contain the provisions above required and may contain any other 
lawful provision; except that the names, post office addresses 
and terms of offices of the first directors may be omitted after 
their successors have been elected by the stockholders or when 
the articles are amended in their entirety.  Cooperative 
associations may be incorporated for any of the purposes for 
which an association may also be formed upon a membership basis 
and without capital stock.  Such associations organized on a 
capital stock basis may be organized, and shall have the same 
powers and authority as are conferred upon such associations, 
and the articles of incorporation of any such nonstock 
associations shall contain the provisions required in the 
articles of incorporation of an association organized upon a 
capital stock basis whenever the same are applicable to an 
association organized upon a membership basis.  Except as 
provided for by section 308.07, subdivision 4, no member of an 
association organized upon a membership basis shall have more 
than one vote, and a membership shall be transferable only with 
the consent and approval of the board of directors of the 
association.  Holders of shares of common stock which entitle 
the holder thereof to vote, shall be deemed to be members of 
associations organized on a capital stock basis.  As used in 
sections 308.05 to 308.18, "stockholder," unless otherwise 
specified, means and includes only a holder of a share of common 
stock which entitles the holder thereof to vote. 
    Subd. 3.  Cooperative associations organized under or 
subject to the provisions hereof shall be subject to the 
provisions of chapter 80A, except as specifically provided in 
section 80A.15. 
    Subd. 4.  The original articles of incorporation, or a 
certified copy of them, verified by the affidavits of two of the 
incorporators, shall be filed with the secretary of state and a 
copy, certified and verified as above required, shall be 
recorded in the office of the county recorder of the county in 
which the principal place of business of the association is 
located.  For filing the articles of incorporation, or 
amendments to them, with the secretary of state a fee of $15 $60 
shall be paid to the secretary of state.  For filing other 
documents required by this chapter with the secretary of state, 
a fee of $25 must be paid to the secretary of state.  An 
additional fee of $25 must be paid to the secretary of state for 
filing a merger.  
    Sec. 23.  Minnesota Statutes 1986, section 308.14, 
subdivision 2, is amended to read:  
    Subd. 2.  Voluntary proceedings for dissolution of any 
association organized under or subject to the provisions of 
sections 308.05 to 308.18 or any other law of Minnesota relating 
to the organization of cooperative associations may be 
instituted whenever a resolution therefor is adopted by 
two-thirds of the votes cast thereon at a meeting duly called 
for that purpose, at which a quorum is present. The resolution 
may provide that the affairs of the association shall be wound 
up out of court, in which case the resolution shall designate a 
trustee or trustees to conduct the winding up, and may provide a 
method for filling vacancies in the office of trustees; and may 
provide for the election of a president and secretary of the 
trustees from their own number, but such appointment shall not 
be operative until a certificate setting forth the resolution 
and the manner of adoption thereof, signed and acknowledged by 
the president or, vice-president and by the, secretary, or 
assistant secretary of the association, shall be filed for 
record with the secretary of state.  If the association's 
current articles of incorporation or certificate of 
incorporation and amendments are not on file with the secretary 
of state, the certificate of voluntary dissolution shall be 
filed with the public officer having custody of the current 
articles of incorporation or certificate of incorporation and 
amendments.  If the association's current articles of 
incorporation or certificate of incorporation and amendments are 
not on file with a public officer, the certificate of voluntary 
dissolution shall be filed with the public officer with whom the 
articles or certificate should have been filed pursuant to law.  
If a vacancy occurs in the office of trustee, it may be filled 
by resolution adopted by a majority of the voting power 
represented at a meeting of stockholders or members.  The 
meeting may be called by the remaining trustee or trustees, if 
any, and if none, then by any stockholder or member.  Unless the 
resolution to dissolve otherwise provides, the trustee or 
trustees may be removed with or without cause by the vote of a 
majority of the voting power at a meeting called for that 
purpose.  The resolution to dissolve may provide that the 
affairs of the corporation shall be wound up under the 
supervision of the court, in which case the resolution shall 
authorize certain directors or stockholders to sign and present 
a petition to the court praying that the corporation be wound up 
and dissolved under the supervision of the court.  Where a 
corporation is being wound up and dissolved out of court, the 
trustee, or if there be more than one then a majority of the 
trustees, may by petition apply to the court for a receiver and 
to have the proceedings continued under the supervision of the 
court, and thereafter the proceedings shall continue as if 
originally instituted subject to the supervision of the court.  
    Sec. 24.  Minnesota Statutes 1986, section 308.14, 
subdivision 4, is amended to read:  
    Subd. 4.  When an association has been completely wound up, 
the court, if the proceeding is subject to the supervision of 
the courts, shall make an order adjudging the association to be 
dissolved; and if the proceeding is out of court, the trustee, 
or trustees, or the president or secretary of the trustees, if 
any, or the attorney of the trustee or trustees, if the attorney 
or officer makes an affidavit of acting as such, shall sign and 
acknowledge a certificate stating that the association has been 
completely wound up and is dissolved.  The provisions of this 
subdivision as herein amended shall apply to all associations 
who heretofore, or hereafter shall have filed for record a 
certificate of dissolution as provided in subdivision 2. 
    Sec. 25.  Minnesota Statutes 1986, section 308.15, 
subdivision 1, is amended to read:  
    Subdivision 1.  The articles of incorporation of any 
association organized under sections 308.05 to 308.18 or which 
may elect to come under the provisions of those sections may be 
amended in the following manner:  The board of directors, by 
majority vote of its members may pass a resolution setting forth 
the full text of the proposed amendment.  Upon such action by 
the board of directors, notice shall be mailed to each and every 
stockholder containing the full text of the proposed amendment - 
and a mail ballot attached thereto if the board of directors has 
provided for a mail ballot in its resolution.  Such notice shall 
also designate the time and place of the meeting at which such 
proposed amendment shall be considered and voted upon, in the 
same manner as elsewhere provided in those sections.  An 
association having in excess of 200 stockholders or members may 
publish such notice and ballot if required in the manner 
provided for in section 308.09, subdivision 1.  If a quorum of 
the stockholders is registered as being present or represented 
by mail vote at such meeting, such proposed amendment shall be 
adopted if approved by a majority of the votes cast.  After an 
amendment has been adopted by the stockholders, articles of 
amendment setting forth the amendment and the manner of adoption 
thereof shall be signed and acknowledged by the president or, 
vice-president and by the, secretary, or assistant secretary, 
and filed in the office of the secretary of state and recorded 
in the office of the county recorder of the county of its 
principal place of business.  
    Sec. 26.  Minnesota Statutes 1986, section 308.15, 
subdivision 4, is amended to read:  
    Subd. 4.  If otherwise lawful, any two or more associations 
organized under or subject to the provisions of sections 308.05 
to 308.18, or any other law of Minnesota relating to the 
organization of cooperative associations, may merge or 
consolidate with each other, or with one or more associations 
incorporated under the laws of another state relating to 
organization of cooperative associations, by complying with the 
provisions of this subdivision or under the law of the state 
where the surviving or new association will exist.  Before an 
association may merge or consolidate with any other association, 
a written plan of merger or consolidation shall be prepared by 
the board or by a committee selected by the board or the members 
or stockholders for that purpose.  Such plan shall set forth all 
the terms of the merger or consolidation and the proposed effect 
thereof on all members or stockholders of the association.  In 
case of consolidation, the plan shall also contain the articles 
of the new association.  Notice shall be mailed to each and 
every stockholder or member containing the full text of the 
plan.  Such notice shall also designate the time and place of 
the meeting at which such plan shall be considered and voted 
upon, in the same manner as elsewhere provided in these 
sections.  An association having in excess of 200 stockholders 
or members may publish such notice in the manner provided for in 
section 308.09, subdivision 1.  If a quorum of the stockholders 
or members is registered as being present or represented by mail 
vote at such meeting, the plan shall be adopted if approved by 
two-thirds of the votes cast. 
    After the plan has been adopted by the stockholders or 
members, articles of merger or consolidation setting forth the 
plan and the manner of adoption thereof shall be signed and 
acknowledged by the president or, vice-president and by the, 
secretary, or assistant secretary of each association merging or 
consolidating and shall be approved by the attorney general and 
filed in the office of the secretary of state and recorded in 
the office of the county recorder of each county where each 
merging or consolidating association has its principal place of 
business.  Unless otherwise specified in the plan, the merger or 
consolidation shall be effective when said articles are filed in 
the office of the secretary of state. 
    After the effective date, the associations, which are 
parties to the plan become a single association.  In the case of 
a merger, the surviving association is that association so 
designated in the plan.  In the case of a consolidation, the new 
association is the association provided for in the plan.  The 
separate existence of all associations which are parties to the 
plan, except the surviving or new association, then ceases. 
    The surviving or new association possesses all the rights 
and all the property of each of the individual associations, and 
is responsible for all their obligations.  Title to any property 
is vested in the surviving or new association with no reversion 
or impairment thereof caused by the merger or consolidation.  No 
right of any creditor may be impaired by the merger or 
consolidation without the creditor's consent. 
    The articles of the surviving association are deemed 
amended to the extent provided in the plan of merger. 
    Sec. 27.  Minnesota Statutes 1987 Supplement, section 
308.58, subdivision 2, is amended to read:  
    Subd. 2.  [WHERE FILED; EVIDENCE.] The articles must be 
subscribed by the several incorporators and acknowledged by one 
of them before an officer authorized by the law of this state to 
take and certify acknowledgment of deeds and conveyances; and 
shall be filed in the office of the secretary of state, and when 
so filed such incorporation shall be complete.  The articles, or 
certified copies thereof, shall be received in all the courts of 
this state, and other places, as prima facie evidence of the 
facts contained therein and of the due incorporation of such 
association.  
    Sec. 28.  Minnesota Statutes 1986, section 308.59, is 
amended to read:  
    308.59 [AMENDMENT OF ARTICLES OF INCORPORATION.] 
    The articles of incorporation may be altered or amended at 
any regular meeting of members or stockholders or at any special 
meeting called for that purpose where a quorum is registered as 
being present.  An amendment must first be approved by 
two-thirds of the directors and a copy of the text of the 
proposed amendment shall be mailed to each member or stockholder 
not less than ten days prior to the meeting or published in the 
same manner as publication of notice of meetings of members or 
stockholders, and the same must be approved by a vote 
representing a majority of the members or stockholders present 
at the meeting.  After an amendment has been adopted by the 
stockholders, articles of amendment setting forth the amendment 
and the manner of adoption thereof shall be signed and 
acknowledged by the president or, vice-president and by the, 
secretary, or assistant secretary, and shall be filed in 
accordance with the provisions of original filing.  
    Sec. 29.  Minnesota Statutes 1986, section 317.04, 
subdivision 3, is amended to read:  
    Subd. 3.  [ELECTION TO ACCEPT.] (1) Whether or not a 
domestic corporation has elected to reject under subdivision 2, 
it may at any time accept and come under the provisions of 
sections 317.01 to 317.25 by adopting a resolution of acceptance 
by a majority vote of all the directors entitled to vote at a 
special meeting of the board of directors, notice having been 
duly given, and by certifying and filing the resolution in the 
manner prescribed by subdivision 2, clause (3), for effecting a 
rejection with the secretary of state.  For filing a resolution 
of acceptance the secretary of state shall collect a fee of $15 
$25. 
    (2) The election to accept sections 317.01 to 317.25 
becomes effective upon the filing for record of a copy of the 
adopted resolution to accept, together with articles of 
incorporation and amendments thereto with the secretary of state.
    Sec. 30.  Minnesota Statutes 1986, section 317.08, 
subdivision 1, is amended to read:  
    Subdivision 1.  [FORM.] The articles shall be expressed in 
the English language, and shall be signed by each of the 
incorporators, and acknowledged by at least one of them. 
    Sec. 31.  Minnesota Statutes 1986, section 317.27, 
subdivision 1, is amended to read:  
    Subdivision 1.  [EXTENT.] A domestic corporation may amend 
its articles in the manner prescribed by this section to include 
or omit any provisions which it could lawfully include or omit 
from the original articles at the time the amendment is made, or 
to extend its duration for a further definite time or 
perpetually.  Any number of amendments may be submitted and 
voted upon at a single meeting.  
    A corporation may by action taken in the same manner as 
required for amendment of articles of incorporation adopt 
restated articles of incorporation consisting of the articles of 
incorporation as amended to date.  Restated articles of 
incorporation may, but need not be, adopted in connection with 
an amendment to the articles of incorporation.  Restated 
articles of incorporation shall contain all the statements 
required by this chapter to be included in original articles of 
incorporation except that:  in lieu of setting forth the names 
and addresses of the first board of directors, the restated 
articles shall set forth the names and addresses of the 
directors at the time of the adoption of the restated articles; 
and no statement need be made with respect to the names and 
addresses of the incorporators.  The certificate filed to 
accomplish any restated articles shall be entitled "Certificate 
of Restated Articles of Incorporation of ..............  (name 
of corporation)" and shall contain a statement that the articles 
supersede and take the place of existing articles of 
incorporation.  When executed, filed and recorded in the manner 
prescribed in this section for articles of amendment the 
restated articles shall supersede and take the place of 
theretofore existing articles of incorporation and amendments 
thereto.  The secretary of state upon request shall certify the 
articles as restated articles of incorporation.  
    Sec. 32.  Minnesota Statutes 1986, section 317.27, 
subdivision 5, is amended to read:  
    Subd. 5.  [AMENDMENTS; EXECUTION, FILING.] When an 
amendment has been adopted, the president or, vice-president, 
and the secretary, or assistant secretary shall execute and 
acknowledge articles of amendment which shall set forth the 
amendment and the manner of its adoption.  The articles of 
amendment shall be filed for record with the secretary of 
state.  If the articles conform to law and the fees prescribed 
by section 317.67 have been paid, the secretary of state shall 
record the articles and the amendment becomes effective upon 
recording or upon such later date, or date and hour, not more 
than 31 days after recording, as may be specified in the 
amendment.  
    Before any amendment to articles of incorporation may be 
filed under this section, every corporation now subject to this 
chapter and every religious corporation which has not elected to 
accept sections 317.01 to 317.25 and which avails itself of 
sections 317.26 to 317.69 as provided in section 317.06, which 
is incorporated under a law which required articles of 
incorporation of the corporation or religious corporation and 
amendments of articles to be filed with a public office other 
than the secretary of state, shall file with the secretary of 
state a copy of all such articles and amendments certified as 
true, correct and complete by the public officer having custody 
of the original documents.  
    Sec. 33.  Minnesota Statutes 1986, section 317.33, is 
amended to read:  
    317.33 [AGREEMENT, CONTENTS.] 
    (1) An agreement of merger or consolidation shall contain: 
    (a) the names of the domestic corporations proposing to 
merge or consolidate, and the name of the corporation into which 
they propose to merge or consolidate; 
    (b) the terms and conditions of the proposed merger or 
consolidation and the manner in which it will be effected; 
    (c) in case of merger, the articles of the surviving 
corporation and any amendments necessary or advisable to 
accomplish the purpose of the merger; and 
    (d) in case of consolidation, with respect to the new 
corporation, the provisions required by section 317.08, 
subdivision 2, to be set out in the articles of incorporation.  
    (2) The agreement of merger or consolidation may contain 
any other provision deemed necessary or desirable.  
    Sec. 34.  Minnesota Statutes 1986, section 317.35, is 
amended to read:  
    317.35 [AGREEMENT, EXECUTION.] 
    (1) Upon adoption of an agreement of merger or 
consolidation, the president or a, vice-president, and the 
secretary, or an assistant secretary, of each constituent 
corporation shall execute and acknowledge the agreement. 
    (2) The persons who execute the agreement shall certify on 
the agreement that it was adopted in accordance with the 
provisions of this chapter and with the articles and bylaws of 
each constituent corporation and shall certify on the agreement 
the manner of adoption of such agreement. 
    (3) Sufficient copies of the agreement, certified as 
prescribed by clause (2), shall be furnished to enable the 
secretary of state to comply with the provisions of this chapter 
with respect to filing the agreement of merger or consolidation. 
    Sec. 35.  Minnesota Statutes 1986, section 317.45, 
subdivision 4, is amended to read:  
    Subd. 4.  [TERMINATION OF CORPORATE EXISTENCE.] When the 
corporation has been completely wound up, the liquidating 
receiver shall sign and acknowledge a certificate stating that 
the corporation has been completely wound up.  When the 
liquidating receiver has filed that certificate and a copy of 
the court order appointing the liquidating receiver for record 
with the secretary of state, the corporate existence terminates. 
    Sec. 36.  Minnesota Statutes 1986, section 318.02, 
subdivision 1, is amended to read:  
    Subdivision 1.  The term "declaration of trust" as used in 
this section means the declaration of trust, business trust 
instrument, trust indenture, contract of custodianship, or other 
instrument pursuant to which such association is organized.  
Every such association organized after April 20, 1961, for the 
purpose of transacting business in this state shall, prior to 
transacting any business in this state, file in the office of 
the secretary of state a true and correct copy of the 
"declaration of trust" under which the association proposes to 
conduct its business, which copy shall be sworn to, as being a 
true and correct copy, by the chair of the board of trustees of 
such association, or by one of the trustees of such association, 
or by one of the persons or parties to the "declaration of 
trust."  The said sworn statement copy shall also contain a 
statement that the true and correct copy of the "declaration of 
trust" is being filed in the office of the secretary of state of 
the state of Minnesota pursuant to this chapter, and shall also 
include the full name and street address of an agent of the 
business trust in this state.  That agent shall be the agent for 
service of process which shall be made pursuant to the 
provisions of section 543.08.  The "declaration of trust" may 
provide that the duration of such association shall be 
perpetual.  Upon the filing of the copy of the "declaration of 
trust" and the payment of a filing fee of $150 to the secretary 
of state, the secretary of state shall issue to such 
association, or to the trustees named in the said "declaration 
of trust," or to the persons or parties to the "declaration of 
trust," a certificate showing that such "declaration of trust" 
has been duly filed; whereupon, such association in its name 
shall be authorized to transact business in this state; provided 
that all other applicable laws have been complied with.  The 
"declaration of trust" may be amended as provided in the 
"declaration of trust" or in any amendments thereto but a true 
and correct copy of all amendments to the "declaration of 
trust," which copy shall be sworn to in like manner as provided 
above in filing a true and correct copy of the "declaration of 
trust," shall be filed in the office of the secretary of state 
upon the payment of a filing fee of $50 to the secretary of 
state and all amendments shall become effective at the time of 
said filing.  When such copy of the "declaration of trust" and 
any amendments thereto shall have been filed in the office of 
the secretary of state it shall constitute public notice as to 
the purposes and manner of the business to be engaged in by such 
association.  
    Sec. 37.  Minnesota Statutes 1986, section 322A.12, is 
amended to read:  
    322A.12 [AMENDMENT TO CERTIFICATE.] 
    (a) A certificate of limited partnership is amended by 
filing a certificate of amendment thereto in the office of the 
secretary of state.  The certificate shall set forth: 
    (1) the name of the limited partnership; and 
    (2) the date of filing the certificate; and 
    (3) the amendment to the certificate. 
    (b) Within 30 days after the happening of any of the 
following events, an amendment to a certificate of limited 
partnership reflecting the occurrence of the event or events 
shall be filed: 
    (1) the admission of a new general partner; 
    (2) the withdrawal of a general partner; or 
    (3) the continuation of the business under section 322A.63 
after an event of withdrawal of a general partner. 
    (c) A general partner who becomes aware that any statement 
in a certificate of limited partnership was false when made or 
that any arrangements or other facts described have changed, 
making the certificate inaccurate in any respect, shall promptly 
amend the certificate. 
    (d) A certificate of limited partnership may be amended at 
any time for any other proper purpose the general partners 
determine. 
    (e) No person has any liability because an amendment to a 
certificate of limited partnership has not been filed to reflect 
the occurrence of any event referred to in subsection (b) if the 
amendment is filed within the 30-day period specified in 
subsection (b). 
    (f) A restated certificate of limited partnership may be 
executed and filed in the same manner as a certificate of 
amendment. 
    Sec. 38.  Minnesota Statutes 1986, section 322A.14, is 
amended to read:  
    322A.14 [EXECUTION OF CERTIFICATES.] 
    (a) Each certificate required by sections 322A.11 to 
322A.19 to be filed in the office of the secretary of state 
shall be executed in the following manner: 
    (1) an original certificate of limited partnership must be 
signed by all one of the general partners; 
    (2) a certificate of amendment must be signed by at least 
one of the general partner and by each other general partner 
designated in the certificate as a new general partner partners; 
and 
    (3) a certificate of cancellation must be signed by all one 
of the general partners. 
    (b) Any person may sign a certificate by an 
attorney-in-fact, but a power of attorney to sign a certificate 
relating to the admission of a general partner must specifically 
describe the admission. 
    (c) The execution of a certificate by a general partner 
constitutes an affirmation under the penalties of perjury that 
the facts stated therein are true.  
    Sec. 39.  Minnesota Statutes 1987 Supplement, section 
322A.70, is amended to read:  
    322A.70 [REGISTRATION.] 
    Before transacting business in this state, a foreign 
limited partnership shall register with the secretary of state.  
In order to register, a foreign limited partnership shall submit 
to the secretary of state, in duplicate, an application for 
registration as a foreign limited partnership, signed and sworn 
to by a general partner and setting forth: 
    (1) the name of the foreign limited partnership and, if 
different, the name under which it proposes to register and 
transact business in this state; 
    (2) the state and date of its formation; 
    (3) the name and address of any the agent for service of 
process on the foreign limited partnership whom the foreign 
limited partnership elects to appoint; the agent must 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) a statement that the secretary of state is appointed 
the agent of the foreign limited partnership for service of 
process if no agent has been appointed under paragraph (3) or, 
if appointed, the appointed agent's authority has been revoked 
or if the agent cannot be found or served with the exercise of 
reasonable diligence; 
    (5) the address of the office required to be maintained in 
the state of its organization by the laws of that state or, if 
not so required, of the principal office of the foreign limited 
partnership; 
    (6) the name and business address of each general partner; 
and 
    (7) the address of the office at which is kept a list of 
the names and addresses of the limited partners and their 
capital contributions, together with an undertaking by the 
foreign limited partnership to keep those records until the 
foreign limited partnership's registration in this state is 
canceled or withdrawn. 
    Sec. 40.  Minnesota Statutes 1986, section 322A.73, is 
amended to read:  
    322A.73 [CHANGES AND AMENDMENTS.] 
    If any statement in the application for registration of a 
foreign limited partnership was false when made or any 
arrangements or other facts described have changed, making the 
application inaccurate in any respect, the foreign limited 
partnership shall promptly file in the office of the secretary 
of state a certificate, signed and sworn to by a general 
partner, correcting such statement. 
    Sec. 41.  Minnesota Statutes 1986, section 322A.74, is 
amended to read:  
    322A.74 [CANCELLATION OF REGISTRATION.] 
    A foreign limited partnership may cancel its registration 
by filing with the secretary of state a certificate of 
cancellation signed and sworn to by a general partner.  A 
cancellation does not terminate the authority of the secretary 
of state to accept service of process on the foreign limited 
partnership with respect to causes of action arising out of the 
transactions of business in this state. 
    Sec. 42.  Minnesota Statutes 1987 Supplement, section 
331A.02, subdivision 1, is amended to read:  
    Subdivision 1.  [QUALIFICATION.] No newspaper in this state 
shall be entitled to any compensation or fee for publishing any 
public notice unless it is qualified as a medium of official and 
legal publication.  A newspaper that is not qualified must 
inform a public body that presents a public notice for 
publication that it is not qualified.  To be qualified as a 
medium of official and legal publication, a newspaper shall:  
    (a) be printed in the English language in newspaper format 
and in column and sheet form equivalent in printed space to at 
least 1,000 square inches; 
    (b) if a daily, be distributed at least five days each 
week, or if not a daily, be distributed at least once each week, 
for 50 weeks each year.  In any week in which a legal holiday is 
included, not more than four issues of a daily paper are 
necessary; 
    (c) in at least half of its issues each year, have no more 
than 75 percent of its printed space comprised of advertising 
material and paid public notices.  In all of its issues each 
year, have 25 percent, if published more often than weekly, or 
50 percent, if weekly, of its news columns devoted to news of 
local interest to the community which it purports to serve.  Not 
more than 25 percent of its total nonadvertising column inches 
in any issue may wholly duplicate any other publication unless 
the duplicated material is from recognized general news services;
    (d) be circulated in the local public corporation which it 
purports to serve, and either have at least 500 copies regularly 
delivered to paying subscribers, or have at least 500 copies 
regularly distributed without charge to local residents; 
    (e) have its known office of issue established in either 
the county in which lies, in whole or in part, the local public 
corporation which the newspaper purports to serve, or in an 
adjoining county; 
    (f) file a copy of each issue immediately with the state 
historical society; 
    (g) be made available at single or subscription prices to 
any person, corporation, partnership, or other unincorporated 
association requesting the newspaper and making the applicable 
payment, or be distributed without charge to local residents; 
    (h) have complied with all the foregoing conditions of this 
subdivision for at least one year immediately preceding the date 
of the notice publication; 
    (i) the newspaper must between October 1 and December 31 of 
each year publish and submit to the secretary of state, along 
with a filing fee of $25, a sworn United States Post Office 
second-class statement of ownership and circulation or a 
statement of ownership and circulation verified by a recognized 
independent circulation auditing agency covering a period of not 
less than one year ending not more than 180 days before no 
earlier than the June 30 preceding the filing deadline. 
    Sec. 43.  Minnesota Statutes 1986, section 333.01, is 
amended to read:  
    333.01 [COMMERCIAL ASSUMED NAMES; CERTIFICATE.] 
    No person shall hereafter carry on or conduct or transact a 
commercial business in this state under any designation, name, 
or style, which does not set forth the true name of every person 
interested in such business unless such person shall file in the 
office of the secretary of state, a certificate setting forth 
the name and business address under which the business is 
conducted or transacted, or is to be conducted or transacted, 
and the true name of each person conducting or transacting the 
same, with the address of such person.  The certificate shall be 
executed and duly acknowledged by one of the persons conducting, 
or intending to conduct, the business.  The certificate shall be 
published after it has been filed with the secretary of state in 
a qualified newspaper in the county in which the person has a 
principal or registered office for two successive issues. 
    Sec. 44.  Minnesota Statutes 1986, section 333.055, 
subdivision 1, is amended to read:  
    Subdivision 1.  Filing of a certificate hereunder shall be 
effective for a term of ten years from the date of filing and 
upon application filed within the six month period prior to the 
expiration of such term or a renewal thereof, on a form 
prescribed by the secretary of state, the certificate may be 
renewed for additional ten year terms.  A renewal fee as 
specified herein, payable to the secretary of state, shall 
accompany the application for renewal. 
    The secretary of state shall notify each person filing 
business holding a certificate hereunder of the necessity of 
renewal thereof by writing to the last known address of 
the person business at least six months prior to the 
certificate's expiration date. 
    Sec. 45.  Minnesota Statutes 1986, section 333.055, 
subdivision 4, is amended to read:  
    Subd. 4.  The secretary of state shall accept for filing 
all certificates and renewals thereof which comply with the 
provisions of sections 333.001 to 333.06 and which are 
accompanied by the prescribed fees, notwithstanding the fact 
that the assumed name disclosed therein may be the same as, or 
similar to, one or more other assumed names already filed with 
the secretary of state.  In the event of duplication or 
similarity, the secretary of state shall, within 20 days after 
the filing, notify in writing each person who has previously 
filed business holding a certificate for the assumed name or a 
similar assumed name, of the duplication or similarity, 
including in the notice the name and last known address of the 
person so filing.  The secretary of state shall not accept for 
filing a certificate that discloses an assumed name that is the 
same as, or deceptively similar to, a corporate, or limited 
partnership name in use or reserved in this state by another or 
a trade or service mark registered with the secretary of state, 
unless there is filed with the certificate a written consent, 
court decree of prior right, or affidavit of nonuser of the kind 
required by section 302A.115, subdivision 1, clause (d).  The 
secretary of state shall determine whether a name is 
"deceptively similar" to another name for purposes of this 
subdivision.  
    Sec. 46.  Minnesota Statutes 1986, section 333.06, is 
amended to read:  
    333.06 [PLEADING FAILURE TO FILE CERTIFICATE; COSTS.] 
    If any person conducting a business contrary to the terms 
of sections 333.001 to 333.06 shall, prior to the filing of the 
certificate therein prescribed, commence a civil action, 
including an action to recover possession of real property in 
any court of this state on account of any contract made by, or 
transaction had on behalf of the business, the defendant may 
plead such failure in abatement of the action; and all 
proceedings had in the action shall thereupon be stayed until 
the certificate provided for by sections 333.001 to 333.06 is 
duly filed, and if the defendant prevails in the action, the 
defendant shall also be entitled to tax $50 $250 costs, in 
addition to such other statutory costs as may be allowed by law, 
and, if the defendant does not prevail in the action, the 
defendant shall be entitled to deduct $50 $250 from the judgment 
otherwise recoverable therein and if a judgment for money is not 
otherwise recoverable therein, the defendant shall be entitled 
to tax $50 $250 costs.  If such a person defends against a civil 
action, the plaintiff shall be entitled to tax $50 $250 costs, 
regardless of which party prevails upon the merits.  
    Sec. 47.  Minnesota Statutes 1986, section 333.20, 
subdivision 2, is amended to read:  
    Subd. 2.  The application shall be signed and verified by 
the applicant or by a member of the firm or an officer of the 
corporation or association applying.  
    Sec. 48.  Minnesota Statutes 1986, section 333.22, 
subdivision 2, is amended to read:  
    Subd. 2.  The secretary of state shall notify each 
registrant of a mark hereunder of the necessity of renewal 
thereof by writing to the last known address of the registrant 
approximately one year six months prior to the registration's 
expiration date.  
    Sec. 49.  Minnesota Statutes 1986, section 333.23, is 
amended to read:  
    333.23 [CONVEYANCES OF MARKS; RECORDATION, FEE, NECESSITY.] 
    The secretary of state shall record written and verified 
conveyances of any mark along with that part of the goodwill of 
the business in connection with which the mark is used, and of 
the corresponding application or registration which is presented 
for recording along with a payment of a fee of $5 and shall 
issue in the name of the assignee a new certificate for the 
remainder of the term of the registration or of the last renewal 
thereof.  An assignment of any registration under sections 
333.18 to 333.31 shall be void as against any subsequent 
purchaser for valuable consideration without notice unless it is 
recorded with the secretary of state within three months after 
the date thereof or prior to such subsequent purchase. 
    Approved April 27, 1988