Minnesota Session Laws - 1993, Regular Session

  
    Laws of Minnesota 1993 

                        CHAPTER 131-H.F.No. 1018 
           An act relating to limited liability companies; 
          requiring biennial registration; proposing coding for 
          new law in Minnesota Statutes, chapter 322B. 
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
    Section 1.  [322B.960] [BIENNIAL REGISTRATION.] 
    Subdivision 1.  [INFORMATION REQUIRED.] Starting January 1, 
1995, a limited liability company, whether domestic or foreign, 
shall once every other year file with the secretary of state a 
registration containing: 
    (a) the name of the limited liability company; 
    (b) the alternate name, if any, a foreign limited liability 
company has adopted for use in this state; 
    (c) the address of its registered office; 
    (d) the name of its registered agent, if any; 
    (e) the jurisdiction of organization; 
    (f) the name and business address of the manager or other 
person exercising the principal functions of the chief manager 
of the limited liability company; and 
    (g) the signature of a person authorized to sign the 
registration on behalf of the limited liability company. 
    Subd. 2.  [DUE DATE FOR FILING.] A registration is due two 
years from:  (1) the date the limited liability company is 
formed or registered with the secretary of state; or (2) the 
date of the last registration.  The biennial registration will 
be due on or before the anniversary date of formation or 
registration in Minnesota.  The secretary of state shall mail a 
registration form to each limited liability company no less than 
90 days before the registration is due.  The registration form 
must be sent to the last registered office address filed with 
the secretary of state. 
    Subd. 3.  [AMENDMENTS ON REGISTRATION FORM.] A domestic 
limited liability company which needs to amend its name, 
registered office address, or registered agent may make these 
amendments on the biennial registration form.  The fee listed in 
section 322B.175 applies to these amendments. 
    Subd. 4.  [LOSS OF GOOD STANDING.] A limited liability 
company that fails to file a registration pursuant to the 
requirements of subdivision 1 loses its good standing in this 
state.  The limited liability company may regain its good 
standing in this state by filing a single annual registration 
and paying a $50 fee. 
    Subd. 5.  [ADMINISTRATIVE TERMINATION.] (a) If a domestic 
limited liability company has not filed a registration during a 
reporting period, the secretary of state shall notify the 
limited liability company that it will be administratively 
terminated if the biennial registration is not filed by the due 
date of the next registration.  This notice must be sent to the 
limited liability company at its registered office address of 
record as part of the registration form.  If the limited 
liability company does not file the biennial registration by the 
due date, the secretary of state shall administratively 
terminate the existence of the limited liability company.  The 
secretary of state shall issue a certificate of administrative 
termination which shall be sent to the limited liability company 
at its registered office address.  A copy of the certificate 
must be filed with the secretary of state.  
    (b) If a non-Minnesota limited liability company has not 
filed a registration during a reporting period, the secretary of 
state shall notify the limited liability company that its 
authority to do business in Minnesota will be revoked if the 
biennial registration is not filed by the due date of the next 
registration.  This notice must be sent to the limited liability 
company at its registered office address of record as part of 
the registration form.  If the limited liability company does 
not file the biennial registration by the due date, the 
secretary of state shall revoke the authority of the limited 
liability company to do business in Minnesota.  The secretary of 
state shall issue a certificate of revocation which shall be 
sent to the limited liability company at its registered office 
address.  A copy of the certificate must be filed with the 
secretary of state.  
    Subd. 6.  [REINSTATEMENT.] If a limited liability company 
is administratively terminated or has its authority to do 
business in Minnesota revoked, it may retroactively reinstate 
its existence or authority to do business by filing a single 
biennial registration and paying a $50 fee but only within one 
year of the date of the termination or revocation. 
    (a) For a domestic limited liability company, filing the 
biennial registration with the secretary of state: 
    (1) returns the limited liability company to active status 
as of the date of the administrative termination; 
    (2) validates contracts or other acts within the authority 
of the articles, and the limited liability company is liable for 
those contracts or acts; and 
    (3) restores to the limited liability company all assets 
and rights of the limited liability company and its members to 
the extent they were held by the limited liability company and 
its members before the administrative termination occurred, 
except to the extent that assets or rights were affected by acts 
occurring after the termination, sold, or otherwise distributed 
after that time. 
    (b) For a non-Minnesota limited liability company, filing 
the biennial registration restores the limited liability 
company's ability to do business in Minnesota and the rights and 
privileges which accompany that authority. 
    Presented to the governor May 11, 1993 
    Signed by the governor May 13, 1993, 2:52 p.m.