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Key: (1) language to be deleted (2) new language

  

                         Laws of Minnesota 1991 

                        CHAPTER 205-H.F.No. 1286 
           An act relating to the secretary of state; changing 
          certain fees, deadlines, and procedures; providing for 
          supplemental filing and information services; 
          providing for removal of documents from the public 
          record; clarifying certain language; amending 
          Minnesota Statutes 1990, sections 5.03; 5.16, 
          subdivision 5; 302A.821, subdivisions 3, 4, and 5; 
          303.07, subdivision 2; 303.08; 303.13, subdivision 1; 
          303.17, subdivision 1; 308A.131, subdivision 1; 
          308A.801, subdivision 6; 317A.821, subdivision 2; 
          317A.823; 317A.827, subdivision 1; 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 1990, section 5.03, is 
amended to read: 
    5.03 [CLERK OF GOVERNMENT SURVEYS.] 
    There is hereby created in the office of the secretary of 
state the position of clerk of government surveys and documents 
for the purpose of receiving and for the safekeeping of all the 
records and archives of the office of United States surveyor 
general for the state as soon as they shall be received from the 
commissioner of the general land office at Washington, D.C.  The 
secretary of state shall maintain a microfilmed copy of 
government survey documents for public inspection.  The original 
documents shall be preserved in a climate controlled environment 
prescribed by the secretary of state.  The documents shall be 
maintained so that they are available for public inspection. 
    Sec. 2.  Minnesota Statutes 1990, section 5.16, subdivision 
5, is amended to read: 
    Subd. 5.  [FEES.] The secretary of state shall collect a 
fee of $25 $35 for filing articles of correction. 
    Sec. 3.  [5.23] [REMOVAL OF DOCUMENTS FROM THE PUBLIC 
RECORD.] 
    Subdivision 1.  [FAILURE TO PAY FILING FEE.] If an 
instrument authorized to be filed with the secretary of state 
has been submitted with a draft or other negotiable instrument 
that is returned without being honored, the secretary may remove 
the instrument from the public record.  The secretary may also 
pursue collection of the dishonored draft or negotiable 
instrument and recover the face amount of the draft or 
negotiable instrument, any service fee, and any additional 
collection costs incurred to collect the amount.  If the draft 
or negotiable instrument is honored, the instrument must be 
returned to the public record as of the date the draft or 
negotiable instrument is honored and the secretary may impose 
restrictions on the manner of payment that will be accepted for 
any future filings.  This subdivision does not apply to 
financing statements filed under chapter 336. 
    Subd. 2.  [FAILURE TO PAY FEE.] If a party enters into a 
continuing agreement with the secretary of state for the receipt 
of information or products containing information and payment 
for services or products is made by a draft or other negotiable 
instrument that is returned without being honored, the secretary 
shall immediately terminate the agreement.  The secretary may 
also pursue collection of the dishonored draft or negotiable 
instrument and recover the face amount of the draft or 
negotiable instrument and any additional costs incurred to 
collect the amount.  If the draft or negotiable instrument is 
honored, the agreement may be reinstated and the secretary may 
impose restrictions on the manner of payment that will be 
accepted during the course of the agreement.  
    Subd. 3.  [FAILURE TO PAY DIRECT ACCESS CHARGES.] If a 
customer who has subscribed with the secretary of state for 
direct computer access to the secretary's data bases makes 
payment for information received with a draft or other 
negotiable instrument that is returned without being honored, 
the secretary shall immediately terminate the customer's access 
to the data bases.  The secretary may also pursue collection of 
the dishonored draft or negotiable instrument and recover the 
face amount of the draft or negotiable instrument and any 
additional costs incurred to collect the amount.  If the draft 
or negotiable instrument is honored, access may be restored and 
the secretary may impose restrictions on the methods of payment 
that will be acceptable.  
    Subd. 4.  [COLLECTION OF ALL AMOUNTS.] The secretary of 
state must collect the face amount of the dishonored draft or 
negotiable instrument, any service fee, and all costs of 
collection in every possible instance.  Collection must occur 
whether or not the instrument is returned to the public record 
or the customer continues to receive the information products or 
access to the data base.  Uncollectible drafts must be processed 
according to applicable Minnesota law. 
    Sec. 4.  [5.24] [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. 5.  Minnesota Statutes 1990, section 302A.821, 
subdivision 3, is amended to read: 
    Subd. 3.  [LOSS OF GOOD STANDING.] A corporation that fails 
to file a registration pursuant to the requirements of 
subdivision 1 loses its good standing in this state and is 
subject to a $25 fine fee.  The corporation may regain its good 
standing in this state by filing the a single registration. 
    Sec. 6.  Minnesota Statutes 1990, section 302A.821, 
subdivision 4, is amended to read: 
    Subd. 4.  [NOTICE OF REPEATED VIOLATION.] If a corporation 
fails for three consecutive years to file a registration 
pursuant to the requirements of subdivision 1, the secretary of 
state shall give notice by first class mail to the corporation 
at its registered office that it has violated this section and 
is subject to dissolution by the office of the secretary of 
state if the delinquent registrations are registration is not 
filed pursuant to subdivision 1 within 60 days after the mailing 
of the notice.  For purposes of this subdivision, "delinquent 
registration" means a single annual registration. 
    Sec. 7.  Minnesota Statutes 1990, section 302A.821, 
subdivision 5, is amended to read: 
    Subd. 5.  [PENALTY.] (a) A corporation that has failed for 
three consecutive years to file a registration pursuant to the 
requirements of subdivision 1, has been notified of the failure 
pursuant to subdivision 4, and has failed to file the delinquent 
registrations registration during the 60-day period described in 
subdivision 4, may be dissolved by the secretary of state as 
described in paragraph (b).  
    (b) Immediately after the expiration of the 60-day period 
described in paragraph (a), if the corporation has not filed the 
delinquent registrations registration, the secretary of state 
shall issue a certificate of involuntary dissolution, and a copy 
of the certificate shall be filed in the office of the secretary 
of state.  The original certificate and a notice explaining that 
the corporation has been dissolved shall be sent to the 
registered office of the corporation.  The secretary of state 
shall annually inform the attorney general and the commissioner 
of revenue of the names of corporations dissolved under this 
section during the preceding year.  A corporation dissolved in 
this manner is not entitled to the benefits of section 302A.781, 
subdivision 1.  The liability, if any, of the shareholders of a 
corporation dissolved in this manner shall be determined and 
limited in accordance with section 302A.557, except that the 
shareholders shall have no liability to any director of the 
corporation under section 302A.559, subdivision 2.  
    Sec. 8.  Minnesota Statutes 1990, section 303.07, 
subdivision 2, is amended to read: 
    Subd. 2.  [ANNUAL FEE.] The secretary of state shall 
collect an annual license fee from each foreign corporation 
holding a certificate of authority to transact business in this 
state.  A foreign corporation shall pay $20 per $100,000 or 
fraction thereof of its Minnesota taxable net income for the 
last taxable year ending prior to the payment of the fee.  If 
the taxable year ended less than 75 days before the date the fee 
is received by the secretary of state, the taxable net income 
from the preceding taxable year shall determine the fee.  In no 
event shall the annual license fee be less than $40.  The 
corporation shall pay this fee by April 1 May 15 of each year.  
    Sec. 9.  Minnesota Statutes 1990, section 303.08, is 
amended to read: 
    303.08 [ISSUANCE OF CERTIFICATE OF AUTHORITY.] 
    Subdivision 1.  [BY SECRETARY OF STATE.] If the application 
be according to law, the secretary of state, when all fees and 
charges have been paid as required by law, shall file the 
application and the copy of the articles of incorporation 
certificate of existence, and shall issue and record a 
certificate of authority to transact business in this state. 
    Subd. 2.  [CONTENTS.] The certificate of authority shall 
contain the name of the corporation, the state or country of 
organization, the period of duration of its corporate existence, 
the address of its registered office in this state, and a 
statement that it is authorized to transact business in this 
state. 
    Sec. 10.  Minnesota Statutes 1990, section 303.13, 
subdivision 1, is amended to read: 
    Subdivision 1.  [FOREIGN CORPORATION.] A foreign 
corporation shall be subject to service of process, as follows: 
    (1) By service on its registered agent; 
    (2) When any foreign corporation authorized to transact 
business in this state fails to appoint or maintain in this 
state a registered agent upon whom service of process may be 
had, or whenever any registered agent cannot be found at its 
registered office in this state, as shown by the return of the 
sheriff of the county in which the registered office is 
situated, or by an affidavit of attempted service by any person 
not a party, or whenever any corporation withdraws from the 
state, or whenever the certificate of authority of any foreign 
corporation is revoked or canceled, service may be made by 
delivering to and leaving with the secretary of state, or with 
any deputy or clerk in the corporation department of the 
secretary of state's office, three two copies thereof and a fee 
of $35; provided, that after a foreign corporation withdraws 
from the state, pursuant to section 303.16, service upon the 
corporation may be made pursuant to the provisions of this 
section only when based upon a liability or obligation of the 
corporation incurred within this state or arising out of any 
business done in this state by the corporation prior to the 
issuance of a certificate of withdrawal. 
    (3) If a foreign corporation makes a contract with a 
resident of Minnesota to be performed in whole or in part by 
either party in Minnesota, or if a foreign corporation commits a 
tort in whole or in part in Minnesota against a resident of 
Minnesota, such acts shall be deemed to be doing business in 
Minnesota by the foreign corporation and shall be deemed 
equivalent to the appointment by the foreign corporation of the 
secretary of the state of Minnesota and successors to be its 
true and lawful attorney upon whom may be served all lawful 
process in any actions or proceedings against the foreign 
corporation arising from or growing out of the contract or 
tort.  Process shall be served in duplicate upon the secretary 
of state, together with a fee of $35 and the secretary of state 
shall mail one copy thereof to the corporation at its last known 
address, and the corporation shall have 30 days within which to 
answer from the date of the mailing, notwithstanding any other 
provision of the law.  The making of the contract or the 
committing of the tort shall be deemed to be the agreement of 
the foreign corporation that any process against it which is so 
served upon the secretary of state shall be of the same legal 
force and effect as if served personally on it within the state 
of Minnesota.  
    Sec. 11.  Minnesota Statutes 1990, section 303.17, 
subdivision 1, is amended to read: 
    Subdivision 1.  [GROUNDS.] The certificate of authority of 
a foreign corporation to transact business in this state shall 
be revoked by the secretary of state if it fails: 
    (1) To pay any fee due under the provisions of this 
chapter; 
    (2) To designate a registered agent when a vacancy occurs 
in that office, or when the appointed registered agent becomes 
disqualified or incapacitated; 
    (3) To file amendments to its articles of incorporation, 
articles of reduction of stated capital, or articles 
certificates of merger or consolidation name change, as required 
in section 303.11; 
    (4) To file an annual report; or 
    (5) To comply with the provisions of Minnesota Statutes 
1949, section 303.04, and acts amendatory thereof and 
supplementary thereto, insofar as it relates to the limits of 
territory in which a savings and loan, building and loan, or 
savings, building and loan association organized under the laws 
of another state may carry on the business of making real estate 
mortgages. 
    Sec. 12.  Minnesota Statutes 1990, section 308A.131, 
subdivision 1, is amended to read: 
    Subdivision 1.  [CONTENTS.] (a) The incorporators shall 
prepare the articles, which must include:  
    (1) the name of the cooperative; 
    (2) the purpose of the cooperative; 
    (3) the principal place of business for the cooperative; 
    (4) the period of duration for the cooperative, if the 
duration is not to be perpetual; 
    (5) the total authorized number of shares and the par value 
of each share if the cooperative is organized on a capital stock 
basis; 
    (6) a description of the classes of shares, if the shares 
are to be classified; 
    (7) 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 have voting power; 
    (8) a statement that individuals owning common stock shall 
be restricted to one vote in the affairs of the cooperative; 
    (9) a statement that shares of stock are transferable only 
with the approval of the board; 
    (10) a statement that dividends on the capital stock of the 
cooperative may not exceed eight percent annually; 
    (11) the names, post office addresses, and terms of office 
of the directors of the first board; and 
    (12) a statement 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 cooperative may show the 
interest of patrons, stockholders of any classes, and members in 
the reserves; and 
    (13) the registered office address of the cooperative and 
the name of the registered agent, if any, at that address.  
    (b) The articles must always contain the provisions in 
paragraph (a), except that the names, post office addresses, and 
terms of offices of the directors of the first board may be 
omitted after their successors have been elected by the members 
or the articles are amended in their entirety. 
    (c) The articles may contain other lawful provisions.  
    (d) The articles must be signed by the incorporators.  
    Sec. 13.  Minnesota Statutes 1990, section 308A.801, 
subdivision 6, is amended to read: 
    Subd. 6.  [FILING FEE.] The fee to be paid to the secretary 
of state for filing articles of merger or consolidation is $50 
$60.  
    Sec. 14.  Minnesota Statutes 1990, section 317A.821, 
subdivision 2, is amended to read: 
    Subd. 2.  [LOSS OF GOOD STANDING; CORPORATE NAME.] A 
corporation that does not file the initial corporate 
registration required under subdivision 1 with the secretary of 
state on or before December 31, 1990, loses its good standing.  
To regain its good standing, the corporation must file the 
initial corporate registration.  If, as a part of the initial 
corporate registration process the corporation needs to bring 
its registered office address into compliance with section 
317A.011, subdivision 2, the fees stated in subdivision 1, 
paragraph (b), apply.  If a corporation loses its good standing 
under this subdivision, its corporate name or a name that is not 
distinguishable may be registered after January 1, 1992, by 
another person before the corporation regains its good 
standing.  If the name or a name that is not distinguishable has 
been registered by another person, the corporation may not file 
its initial corporate registration and regain its good standing 
unless it obtains the consent of the other person as provided in 
section 317A.115, subdivision 2, or adopts a new corporate name 
that complies with section 317A.115.  
    Sec. 15.  Minnesota Statutes 1990, section 317A.823, is 
amended to read: 
    317A.823 [ANNUAL CORPORATE REGISTRATION.] 
    Subdivision 1.  [NOTICE FROM SECRETARY OF STATE; 
REGISTRATION REQUIRED.] (a) Before February 1 of each year, the 
secretary of state shall mail a corporate registration form by 
first-class mail to each corporation that incorporated or filed 
a corporate registration during either of the previous two 
calendar years at its last registered office address listed on 
the records of the secretary of state.  The form must include 
the exact legal corporate name and registered office address 
currently on file with the secretary of state.  
    (b) A corporation shall file a corporate registration with 
the secretary of state once each calendar year.  The 
registration must include the exact legal corporate name and 
registered office address of the corporation and must be signed 
by an authorized person.  If the corporation has changed its 
registered office address to an address other than that listed 
on the records of the secretary of state, the corporation shall 
list file the new registered office address on the registration 
form.  A fee of $35 must be paid for filing the registered 
office address change.  The new address must comply with section 
317A.011, subdivision 2, and must have been approved by the 
board.  
    Subd. 2.  [LOSS OF GOOD STANDING; CORPORATE NAME.] A 
corporation that files an initial corporate registration under 
section 317A.821 or that is incorporated on or after January 1, 
1990, and that does not file a corporate registration during a 
calendar year loses its good standing after December 31 of that 
year.  To regain its good standing, the corporation must file 
the a single annual corporate registration and pay a $25 fee.  
If a corporation loses its good standing under this subdivision, 
its corporate name or a name that is not distinguishable may be 
registered by another person before the corporation regains its 
good standing.  If the name or a name that is not 
distinguishable has been registered by another person, the 
corporation may not file its corporate registration and regain 
its good standing unless it obtains the consent of the other 
person as provided in section 317A.115, subdivision 2, or adopts 
a new corporate name that complies with section 317A.115.  
    Subd. 3.  [NOTICE; DISSOLUTION.] If a corporation fails to 
file a report required under this section for three consecutive 
calendar years, the secretary of state shall give notice to the 
corporation by first-class mail at its registered office that it 
has violated this section and is subject to dissolution under 
section 317A.827 if the delinquent registrations 
are registration is not filed with a $25 fee within 60 days 
after the mailing of the notice.  For purposes of this 
subdivision, "delinquent registration" means a single 
registration.  A corporation that fails to file the delinquent 
annual registrations registration within the 60 days is 
dissolved under section 317A.827.  
    Sec. 16.  Minnesota Statutes 1990, section 317A.827, 
subdivision 1, is amended to read: 
    Subdivision 1.  [PROCEDURE.] If a corporation requests 
dissolution as part of the initial registration under section 
317A.821, if it fails to file the initial registration by 
December 31, 2000, or if it fails to file the delinquent 
registrations registration before expiration of the 60-day 
period in section 317A.823, subdivision 3, the secretary of 
state shall immediately issue a certificate of dissolution and 
file a copy in the office of the secretary of state.  If the 
corporation is dissolved for failure to file a registration, the 
secretary of state shall issue a certificate of involuntary 
dissolution.  The secretary of state shall send the original 
certificate and a notice that the corporation has been dissolved 
to the registered office of the corporation.  The secretary of 
state shall annually inform the attorney general of the names of 
corporations dissolved under this section during the previous 
year and indicate whether the dissolution was voluntary or 
involuntary.  A corporation dissolved under this section is not 
entitled to the benefits of section 317A.781, subdivision 1. 
    Sec. 17.  Minnesota Statutes 1990, 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; and 
    (i) between October September 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 no earlier than the June 30 preceding 
the filing deadline, provided that a filing published and 
submitted after December 31 and before July 1 shall be effective 
from the date of filing through December 31 of that year.  The 
secretary of state shall make the list of newspapers whose 
filings have been accepted available for public inspection.  The 
acceptance of a filing does not constitute a guarantee by the 
state that any other qualification requirement has been met. 
    Sec. 18.  [EFFECTIVE DATE.] 
    Sections 3, 5, 6, 7, 12, 14, 15, and 16 are effective the 
day following enactment.  Section 4 is effective July 1, 1991. 
    Presented to the governor May 23, 1991 
    Signed by the governor May 27, 1991, 10:50 p.m.

Official Publication of the State of Minnesota Revisor of Statutes