Minnesota Session Laws - 1989, Regular Session

  

                         Laws of Minnesota 1989 

                        CHAPTER 236-S.F.No. 232 
           An act relating to corporations; providing for the 
          simplification of certain filings made with the office 
          of the secretary of state; changing the recipients of 
          certain notices; modifying the definition of address 
          to include zip codes; appropriating money; amending 
          Minnesota Statutes 1988, sections 302A.011, 
          subdivision 3; 302A.123, subdivision 1; 302A.821, 
          subdivision 1; 303.02, subdivision 5; 303.10, 
          subdivision 2; 303.13, subdivision 2; 303.14, 
          subdivision 1; and 303.17, subdivision 4; proposing 
          coding for new law in Minnesota Statutes, chapter 5.  
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
     Section 1.  [5.17] [SUBSTANTIAL COMPLIANCE.] 
    The secretary of state may accept a filing if the 
information on the filing is in substantial compliance with the 
applicable law, even if information on the filing is not 
identical to equivalent information in the records of the 
secretary of state.  
    Sec. 2.  [SUPPLEMENTAL FILING AND INFORMATION SERVICES.] 
    (a) The secretary of state may offer services to the public 
that supplement filing and information services already 
authorized by law.  The secretary of state may discontinue the 
supplemental services at any time.  The services must be 
designed to provide the public with a benefit by improving the 
manner of providing, or by providing an alternative manner of 
payment for, existing services provided by the secretary of 
state. 
    (b) The cost of providing the supplemental services to the 
public, as determined by the secretary of state, must be 
recovered from the recipients of the services.  The funds 
collected for the services must be deposited in the uniform 
commercial code account and are continuously available to the 
secretary of state for payment of the cost of providing the 
supplemental services. 
    Sec. 3.  Minnesota Statutes 1988, section 302A.011, 
subdivision 3, is amended to read: 
    Subd. 3.  [ADDRESS.] "Address" means mailing address., 
including a zip code.  In the case of a registered office or 
principal executive office, the term means the mailing address 
and the actual office address, location which shall not be a 
post office box.  
    Sec. 4.  Minnesota Statutes 1988, section 302A.123, 
subdivision 1, is amended to read: 
    Subdivision 1.  [STATEMENT.] A corporation may change its 
registered office, designate or change its registered agent, or 
state a change in the name of its registered agent, by filing 
with the secretary of state a statement containing:  
    (a) The name of the corporation; 
    (b) The present address of its registered office; 
    (c) If the address of its registered office is to be 
changed, the new address of its registered office; 
    (d) The name of its registered agent, if any; 
    (e) (c) If its registered agent is to be designated or 
changed, the name of its new registered agent; 
    (f) (d) If the name of its registered agent is to be 
changed, the name of its registered agent as changed; 
    (g) (e) A statement that the address of its registered 
office and the address of the business office of its registered 
agent, as changed, will be identical; and 
    (h) (f) A statement that the change of registered office or 
registered agent was authorized by resolution approved by the 
affirmative vote of a majority of the directors present.  
    Sec. 5.  Minnesota Statutes 1988, section 302A.821, 
subdivision 1, is amended to read: 
    Subdivision 1.  [INFORMATION REQUIRED.] A domestic 
corporation shall 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, if 
different from the registered office address; 
    (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) (f) The name and business address of the officer or 
other person exercising the principal functions of the chief 
executive officer of the corporation; and 
    (g) The signature of a person authorized to sign the 
registration on behalf of the corporation.  
    Sec. 6.  Minnesota Statutes 1988, section 303.02, 
subdivision 5, is amended to read: 
    Subd. 5.  [ADDRESS.] "Address" includes the name of the 
post office, street and number, if any, or name of building and 
the room or office number therein when customarily used as a 
part of a means mailing address, including a zip code.  In the 
case of a registered office, the term means the mailing address 
and the actual office location which may not be a post office 
box.  
    Sec. 7.  Minnesota Statutes 1988, 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) (3) if its registered agent is to be changed, the name 
of its successor registered agent; and 
    (6) (4) that such change was authorized by resolution duly 
adopted by its board of directors.  
    Such statement shall be executed by its president, 
vice-president, secretary, or assistant secretary.  
    Sec. 8.  Minnesota Statutes 1988, section 303.13, 
subdivision 2, is amended to read: 
    Subd. 2.  [DUTIES OF SECRETARY OF STATE.] In case of 
service of process, the secretary of state shall immediately 
cause one copy of such process to be forwarded by certified mail 
addressed to the corporation so served, at its principal office 
in the state or country under the laws of which it is organized, 
and one copy thereof to the in care of the agent of such 
corporation, at its registered office in this state, as such 
addresses appear in the records of the secretary of state; 
provided that, if the corporation shall have withdrawn from the 
state in the manner provided by this chapter, one copy shall be 
sent to the address designated for such purpose in the 
application for withdrawal, instead of the registered office in 
this state. 
    Sec. 9.  Minnesota Statutes 1988, section 303.14, 
subdivision 1, is amended to read: 
    Subdivision 1.  [FILED WITH SECRETARY OF STATE; CONTENTS.] 
Between January first 15 and April first May 15, in 
each calendar 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 address of its registered office in this state and 
the name of its registered agent at such address; 
    (4) additional information necessary or appropriate to 
enable the secretary of state to determine the additional 
license fee, if any, payable by the corporation; 
    (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 
    (6) the fee required by section 303.07, subdivision 2.  
This fee shall be submitted with the annual report.  
    Sec. 10.  Minnesota Statutes 1988, section 303.17, 
subdivision 4, is amended to read: 
    Subd. 4.  [CERTIFICATE OF REVOCATION.] Upon revoking the 
certificate of authority, the secretary of state shall: 
    (1) Issue a certificate of revocation, in duplicate; and 
    (2) Mail to the corporation, at its principal office in the 
state or country under the laws of which it is organized, a 
notice of the revocation, accompanied by a certificate of 
revocation, and mail to the corporation, at its registered 
office in this state, a notice of the revocation.  
     Sec. 11.  [REPORT ON SUPPLEMENTAL SERVICES.] 
    The secretary of state shall deliver a report to the 
legislature by December 31, 1990.  The report shall include a 
description of services provided under section 2, a report of 
revenues received and expenditures necessitated by virtue of 
providing these services, and an analysis of the acceptance by 
the public of each supplemental service. 
    Sec. 12.  [EFFECTIVE DATE.] 
    Sections 1, 4, 5, 7, and 8 are effective the day following 
final enactment.  Section 2 is effective July 1, 1989, and is 
repealed July 1, 1991. 
    Presented to the governor May 19, 1989 
    Signed by the governor May 22, 1989, 11:10 p.m.