Minnesota Session Laws - 1993, Regular Session

  
    Laws of Minnesota 1993 

                         CHAPTER 48-H.F.No. 654 
           An act relating to commerce; regulating corporate 
          registrations and administrative dissolutions; 
          regulating limited partnership registrations; 
          regulating trademarks; regulating various lien 
          filings; making various housekeeping changes relating 
          to the powers and duties of the secretary of state; 
          regulating legal newspapers; amending Minnesota 
          Statutes 1992, sections 302A.821, subdivision 6; 
          303.13, subdivisions 1 and 2; 317A.823, subdivision 1; 
          317A.827, subdivision 3; 322A.70; 331A.07; 333.20, 
          subdivision 3; 336.9-403; 514.27; 514.661, subdivision 
          4; 514.945, subdivision 1; 514.956, subdivision 3; and 
          514.960, subdivision 3. 
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
    Section 1.  Minnesota Statutes 1992, section 302A.821, 
subdivision 6, is amended to read: 
    Subd. 6.  [REINSTATEMENT.] A corporation may, within one 
year of the date of the statutory dissolution, retroactively 
reinstate its corporate existence after statutory dissolution by 
filing a single annual registration and paying a $25 fee.  
Filing the annual registration with the secretary of state: 
    (1) returns the corporation to active status as of the date 
of the statutory dissolution; 
    (2) validates contracts or other acts within the authority 
of the articles, and the corporation is liable for those 
contracts or acts; and 
    (3) restores to the corporation all assets and rights of 
the corporation and its shareholders to the extent they were 
held by the corporation and its shareholders before the 
statutory dissolution occurred, except to the extent that assets 
or rights were affected by acts occurring after the dissolution 
or sold or otherwise distributed after that time. 
    Sec. 2.  Minnesota Statutes 1992, 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 authorized deputy or clerk in the corporation department of 
the secretary of state's office, 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 the address to which service is to be 
sent and a fee of $35 and the secretary of state shall mail one 
copy thereof to the corporation at its the last known 
address listed as part of the records of the secretary of state 
or the address provided by the party requesting service, 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. 3.  Minnesota Statutes 1992, 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 a service of process to be forwarded by 
certified mail addressed to the corporation so served,: 
    (1) in care of the agent of such the corporation, at its 
registered office in this state, as such addresses appear it 
appears 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. 
    (2) at the address designated in the application for 
withdrawal, if the corporation has withdrawn from this state in 
the manner provided in this chapter; 
     (3) at the address provided by the party submitting the 
document for service of process if the corporation's authority 
to do business in this state has been revoked; or 
    (4) at the address provided by the party submitting the 
document for service of process if the corporation has never 
been authorized to do business in this state. 
    Sec. 4.  Minnesota Statutes 1992, section 317A.823, 
subdivision 1, is amended to read: 
    Subdivision 1.  [NOTICE FROM SECRETARY OF STATE; 
REGISTRATION REQUIRED.] (a) Before February July 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 along with the 
name of the person who performs the functions of the president.  
The secretary of state may also give notice of the requirement 
to file the annual registration by any other means the secretary 
of state considers appropriate.  
    (b) A corporation shall file a corporate registration with 
the secretary of state once each calendar year.  The 
registration 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 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.  
    Sec. 5.  Minnesota Statutes 1992, section 317A.827, 
subdivision 3, is amended to read: 
    Subd. 3.  [REACTIVATION REINSTATEMENT.] If A corporation is 
dissolved for failure to file the annual registration for three 
consecutive years, it may reactivate by paying a $25 fee, filing 
the annual registration, and filing any necessary amendment, 
including the filing fees for the amendment. may, within one 
year of the date of the statutory dissolution, retroactively 
reinstate its corporate existence by filing a single annual 
registration and paying a $25 fee.  Filing the annual 
registration with the secretary of state:  
     (1) returns the corporation to active status as of the date 
of the statutory dissolution; 
     (2) validates contracts or other acts within the authority 
of the articles, and the corporation is liable for those 
contracts or acts; and 
     (3) restores to the corporation all assets and rights of 
the corporation and its members to the extent they were held by 
the corporation and its members before the statutory dissolution 
occurred, except to the extent that assets or rights were 
affected by acts occurring after the dissolution or sold or 
otherwise distributed after that time. 
    Sec. 6.  Minnesota Statutes 1992, 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, a certificate of status 
from the filing office in the jurisdiction in which the foreign 
limited partnership is organized, and an application for 
registration as a foreign limited partnership, signed 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 the agent for service of 
process on the foreign limited partnership; 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 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 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. 7.  Minnesota Statutes 1992, section 331A.07, is 
amended to read: 
    331A.07 [AFFIDAVIT OF PUBLICATION.] 
    No compensation shall be recoverable for publishing legal 
or official matter in any newspaper not qualified, until there 
is filed with the county auditor the affidavit of a person 
having knowledge of the facts, showing the name and location of 
the newspaper and the existence of conditions constituting its 
qualifications as a qualified newspaper as set forth in section 
331A.02.  If the matter published relates to proceedings in 
another county, a like affidavit must be filed with its 
auditor.  The affidavit, if it states the required facts, shall 
be prima facie evidence of them and of the qualification.  No 
compensation shall be recoverable for publishing legal or 
official matter in any newspaper unless the bill is accompanied 
by an affidavit of the publisher, or printer in charge, of the 
newspaper or the publisher's designated agent, having knowledge 
of the facts, setting forth the fact that the newspaper has 
complied with all the requirements to constitute a legal 
newspaper.  The affidavit must set forth the dates of the month 
and year and the day of the week upon which the legal or 
official matter was published in the newspaper.  The affidavit 
must also include the publisher's lowest classified rate paid by 
commercial users for comparable space, as determined pursuant to 
section 331A.06, the maximum charge allowable by law for the 
publication of the specific legal or official matter in 
question, and the rate actually charged for that publication. 
    Sec. 8.  Minnesota Statutes 1992, section 333.20, 
subdivision 3, is amended to read: 
    Subd. 3.  The application shall be accompanied by a single 
specimen or facsimile of such mark in triplicate.  
    Sec. 9.  Minnesota Statutes 1992, section 336.9-403, is 
amended to read: 
     336.9-403 [WHAT CONSTITUTES FILING; DURATION OF FILING; 
EFFECT OF LAPSED FILING; DUTIES OF FILING OFFICER.] 
     (1) Presentation for filing of a financing statement and 
tender of the filing fee or acceptance of the statement by the 
filing officer constitutes filing under this article. 
     (2) Except as provided in subsection (6) a filed financing 
statement is effective for a period of five years from the date 
of filing.  The effectiveness of a filed financing statement 
lapses on the expiration of the five-year period unless a 
continuation statement is filed prior to the lapse.  If a 
security interest perfected by filing exists at the time 
insolvency proceedings are commenced by or against the debtor, 
the security interest remains perfected until termination of the 
insolvency proceedings and thereafter for a period of 60 days or 
until expiration of the five-year period, whichever occurs later 
regardless of whether the financing statement filed as to that 
security interest is destroyed by the filing officer pursuant to 
subsection (3).  Upon lapse the security interest becomes 
unperfected, unless it is perfected without filing.  If the 
security interest becomes unperfected upon lapse, it is deemed 
to have been unperfected as against a person who became a 
purchaser or lien creditor before lapse. 
     (3) A continuation statement may be filed by the secured 
party within six months prior to the expiration of the five-year 
period specified in subsection (2).  Any such continuation 
statement must be signed by the secured party, set forth the 
name, social security number or other tax identification number 
of the debtor, and address of the debtor and secured party as 
those items appear on the original financing statement or the 
most recently filed amendment, identify the original statement 
by file number and filing date, and state that the original 
statement is still effective.  A continuation statement signed 
by a person other than the secured party of record must be 
accompanied by a separate written statement of assignment signed 
by the secured party of record and complying with subsection (2) 
of section 336.9-405, including payment of the required fee.  
Upon timely filing of the continuation statement, the 
effectiveness of the original statement is continued for five 
years after the last date to which the filing was effective 
whereupon it lapses in the same manner as provided in subsection 
(2) unless another continuation statement is filed prior to such 
lapse.  Succeeding continuation statements may be filed in the 
same manner to continue the effectiveness of the original 
statement.  Unless a statute on disposition of public records 
provides otherwise, the filing officer may remove a lapsed 
statement from the files and destroy it immediately if the 
officer has retained a microfilm or other photographic record, 
or in other cases after one year after the lapse.  The filing 
officer shall so arrange matters by physical annexation of 
financing statements to continuation statements or other related 
filings, or by other means, that if the officer physically 
destroys the financing statements of a period more than five 
years past, those which have been continued by a continuation 
statement or which are still effective under subsection (6) 
shall be retained.  If insolvency proceedings are commenced by 
or against the debtor, the secured party shall notify the filing 
officer both upon commencement and termination of the 
proceedings, and the filing officer shall not destroy any 
financing statements filed with respect to the debtor until 
termination of the insolvency proceedings.  The security 
interest remains perfected until termination of the insolvency 
proceedings and thereafter for a period of 60 days or until 
expiration of the five-year period, whichever occurs later. 
         (4) Except as provided in subsection (7) a filing officer 
shall mark each statement with a file number and with the date 
and hour of filing and shall hold the statement or a microfilm 
or other photographic copy thereof for public inspection.  In 
addition the filing officer shall index the statements according 
to the name of the debtor and shall note in the index the file 
number, the address of the debtor given in the statement, and 
the social security number or other tax identification number of 
the debtor given in the statement. 
     (5) The secretary of state shall prescribe uniform forms 
for statements and samples thereof shall be furnished to all 
filing officers in the state.  The uniform fee for filing and 
indexing and for stamping a copy furnished by the secured party 
to show the date and place of filing for an original financing 
statement or for a continuation statement shall be $7 if the 
statement is in the standard form prescribed by the secretary of 
state and otherwise shall be $10, plus in each case, if the 
financing statement is subject to subsection (5) of section 
336.9-402, $5.  An additional fee of $7 shall be collected if 
more than one name is required to be indexed or if the secured 
party chooses to show a trade name for any debtor listed.  The 
uniform fee collected for the filing of an amendment to a 
financing statement if the amendment is in the standard form 
prescribed by the secretary of state and does not add additional 
debtor names to the financing statement shall be $7.  The fee 
for an amendment adding additional debtor names shall be $14 if 
the amendment is in the form prescribed by the secretary of 
state and, if otherwise, $17.  The fee for an amendment which is 
not in the form prescribed by the secretary of state but which 
does not add additional names shall be $10.  
       The secretary of state shall adopt rules for filing, 
amendment, continuation, termination, removal, and destruction 
of financing statements. 
       (6) If the debtor is a transmitting utility (subsection (5) 
of section 336.9-401) and a filed financing statement so states, 
it is effective until a termination statement is filed.  A real 
estate mortgage which is effective as a fixture filing under 
subsection (6) of section 336.9-402 remains effective as a 
fixture filing until the mortgage is released or satisfied of 
record or its effectiveness otherwise terminates as to the real 
estate. 
    (7) When a financing statement covers timber to be cut or 
covers minerals or the like (including oil and gas) or accounts 
subject to subsection (5) of section 336.9-103, or is filed as a 
fixture filing, it shall be filed for record and the filing 
officer shall index it under the names of the debtor and any 
owner of record shown on the financing statement in the same 
fashion as if they were the mortgagors in a mortgage of the real 
estate described, and, to the extent that the law of this state 
provides for indexing of mortgages under the name of the 
mortgagee, under the name of the secured party as if the secured 
party were the mortgagee thereunder, or, for filing offices 
other than the secretary of state, where indexing is by 
description in the same fashion as if the financing statement 
were a mortgage of the real estate described.  If requested of 
the filing officer on the financing statement, a financing 
statement filed for record as a fixture filing in the same 
office where nonfixture filings are made is effective, without a 
dual filing, as to collateral listed thereon for which filing is 
required in such office pursuant to section 336.9-401 (1) (a); 
in such case, the filing officer shall also index the recorded 
statement in accordance with subsection (4) using the recording 
data in lieu of a file number. 
    (8) The fees provided for in this article shall supersede 
the fees for similar services otherwise provided for by law 
except in the case of security interests filed in connection 
with a certificate of title on a motor vehicle. 
    Sec. 10.  Minnesota Statutes 1992, section 514.27, is 
amended to read: 
    514.27 [DUTY OF FILING OFFICER.] 
    It shall be the duty of the filing officer, upon the 
presentation to the officer of any such statement and notice of 
lien, to file the same in the office of the filing officer in 
the same manner as provided by law for the filing of financing 
statements under the uniform commercial code, except that the 
social security number of an individual debtor or the Internal 
Revenue Service taxpayer identification number for a debtor 
other than an individual is not required.  
    Sec. 11.  Minnesota Statutes 1992, section 514.661, 
subdivision 4, is amended to read: 
    Subd. 4.  [DUTIES OF FILING OFFICER.] The filing officer 
shall enter on the lien statement the time of day and date of 
filing.  The filing officer shall file, amend, terminate, note 
the filing of a lien statement, and charge the fee for filing 
under this section in the manner provided by section 336.9-403 
for a financing statement, except that the social security 
number of an individual debtor or the Internal Revenue Service 
taxpayer identification number for a debtor other than an 
individual is not required.  A lien statement is void and may be 
removed from the filing system 18 months after the date of 
filing.  The lien statement may be physically destroyed after 30 
months from the date of filing.  
    Sec. 12.  Minnesota Statutes 1992, section 514.945, 
subdivision 1, is amended to read: 
    Subdivision 1.  [ATTACHMENT.] (a) A person who produces an 
agricultural commodity as defined in section 17.90, subdivision 
2, except grain as defined in section 232.21, subdivision 7, and 
raw milk has a lien for the contract price or, if there is no 
contract the fair market value, of the agricultural commodity 
produced by the person and delivered to a buyer.  The lien 
attaches to the agricultural commodity and products and proceeds 
of the agricultural commodity. 
    (b) If the agricultural commodity is or becomes commingled 
with other agricultural commodities or goods, the lien continues 
in the proportionate share of the other agricultural commodities 
or goods. 
    (c) If an agricultural commodity to which the lien attaches 
becomes manufactured or processed to become part of another 
product, the lien continues and attaches to the product 
manufactured or processed.  
    (d) An agricultural producer's lien does not attach to 
agricultural commodities:  
    (1) purchased by a marketing cooperative association; or 
    (2) purchased free of a security interest or lien as 
provided in United States Code, title 7, section 1631, and 
sections 223A.03 336A.01 and 223A.04 to 336A.16.  
    Sec. 13.  Minnesota Statutes 1992, section 514.956, 
subdivision 3, is amended to read: 
    Subd. 3.  [DUTIES OF FILING OFFICER.] The filing officer 
shall enter on the lien-notification statement the time of day 
and date of filing.  The filing officer shall file, amend, 
terminate, note the filing of a lien-notification statement, and 
charge the fee for filing under this section in the manner 
provided by section 336.9-403 for a financing statement, except 
that the social security number of an individual debtor or the 
Internal Revenue Service taxpayer identification number for a 
debtor other than an individual is not required.  A 
lien-notification statement is void and may be removed from the 
filing system 18 months after the date of filing.  The 
lien-notification statement may be physically destroyed after 30 
months from the date of filing.  
    Sec. 14.  Minnesota Statutes 1992, section 514.960, 
subdivision 3, is amended to read: 
    Subd. 3.  [DUTIES OF FILING OFFICER.] The filing officer 
shall enter on the lien statement the time of day and date of 
filing.  The filing officer shall file, amend, terminate, note 
the filing of a lien statement, and charge the fee for filing 
under this section in the manner provided by section 336.9-403 
for a financing statement, except that the social security 
number of an individual debtor or the Internal Revenue Service 
taxpayer identification number for a debtor other than an 
individual is not required.  A lien statement is void and may be 
removed from the filing system 18 months after the date of 
filing.  The lien statement may be physically destroyed after 30 
months from the date of filing. 
    Presented to the governor April 23, 1993 
    Signed by the governor April 26, 1993, 2:58 p.m.