Office of the Revisor of Statutes
Minnesota Session Laws - 1994, Regular Session
Key: (1) language to be deleted (2) new language
CHAPTER 438-S.F.No. 1911
An act relating to the secretary of state; modifying
requirements for electronic filing of tax liens and
notices; changing filing procedures for corporations
and certain organizations; providing for service of
process on limited partnerships; changing requirements
for filings governed by the uniform commercial code;
amending Minnesota Statutes 1992, sections 272.488,
subdivision 1, and by adding subdivisions; 302A.821,
subdivision 1; 303.07, subdivision 2; 303.17,
subdivisions 2 and 4; 315.23, subdivision 3; 315.44;
Minnesota Statutes 1993 Supplement, sections
336.9-403; 336.9-407; 336.9-413; 336A.04, subdivision
3; 336A.09, subdivision 2; proposing coding for new
law in Minnesota Statutes, chapter 322A.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
Section 1. Minnesota Statutes 1992, section 272.488,
subdivision 1, is amended to read:
Subdivision 1. [FILING OF NOTICES.] Notices of federal tax
liens, certificates, or revocations of certificates of release
of federal tax liens, and refiled notices of any of those items,
and any other notices affecting federal tax liens that are
required to be filed with the county recorder, in a form
prescribed by the Internal Revenue Service, may be filed with
the county recorder or the secretary of state by mail, personal
delivery, or by electronic transmission by the Secretary of the
Treasury of the United States or a delegate into the
computerized filing system of the secretary of state authorized
under section 336.9-411. The secretary of state shall act as
the agent of the county recorder and shall transmit the notice
electronically to the office of the county recorder, if that is
the place of filing, in the county or counties shown on the
computer entry. The filing officer, whether the county recorder
or the secretary of state, shall endorse and index a printout of
the notice in the same manner as if the notice had been mailed
or delivered. The electronic record must be endorsed and
indexed within the computerized filing system as required by
section 272.483.
Sec. 2. Minnesota Statutes 1992, section 272.488, is
amended by adding a subdivision to read:
Subd. 3. [FILING OF NOTICES WITH SECRETARY OF
STATE.] Notices of federal tax liens, certificates, or
revocations of certificates of release of federal tax liens,
refiled notices of any of those items, and any other notices
affecting federal tax liens that are required to be filed with
the secretary of state, in a form prescribed by the Internal
Revenue Service, may be filed with the secretary of state by
mail, personal delivery, or electronic transmission by the
Secretary of the Treasury of the United States or a delegate
into the computerized filing system of the secretary of the
state authorized under section 336.9-411. The electronic record
must be endorsed and indexed within the computerized filing
system as required by section 272.483.
Sec. 3. Minnesota Statutes 1992, section 272.488, is
amended by adding a subdivision to read:
Subd. 4. [ENTRY OF INFORMATION.] For documents filed by
mail or in person, the filing officer shall enter the data as if
it had been transmitted electronically. Once the electronic
record is created, it must be endorsed and indexed within the
computerized filing system. The filing officer must write or
mark the filing information on the document that was submitted
and return the document to the submitting party.
Sec. 4. Minnesota Statutes 1992, section 302A.821,
subdivision 1, is amended to read:
Subdivision 1. [INFORMATION REQUIRED.] A domestic
corporation shall once each calendar year file 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; and
(e) The name of its registered agent, if any;
(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. 5. Minnesota Statutes 1992, 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 most recent fiscal 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 May 15 of
each year.
Sec. 6. Minnesota Statutes 1992, section 303.17,
subdivision 2, is amended to read:
Subd. 2. [NOTICE TO CORPORATION.] On finding that any such
default has occurred, the secretary of state shall give notice
by certified mail to such the corporation, at its registered
office in this state, that such the default exists and that its
certificate of authority will be revoked unless such the default
shall be cured within 30 days after the mailing of such the
notice.
Sec. 7. Minnesota Statutes 1992, 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 registered office in
this state, a notice of the revocation.
Sec. 8. Minnesota Statutes 1992, section 315.23,
subdivision 3, is amended to read:
Subd. 3. [AMENDMENT OF CANON OR RESOLUTION.] The body
organizing the corporation or its successor may amend or modify
the resolution under which the corporation was formed. It may
change its jurisdictional limits, the number, official titles,
terms of office, or the manner of electing or appointing
officers, or their duties, powers, and authority, or the
purposes and powers of the corporation. The change must be
consistent with law, and not impair trusts or vested rights of
property. The amendment must be made by resolution or canon
adopted at two successive sessions of the body, so certified,
verified, and recorded with the secretary of state county
recorder where the body is located.
Sec. 9. Minnesota Statutes 1992, section 315.44, is
amended to read:
315.44 [YMCA, YWCA; FORMATION, CERTIFICATE.]
Three or more persons may form a corporation known as a
Young Men's Christian Association or a Young Women's Christian
Association by adopting, signing, and acknowledging a
certificate of incorporation containing:
(1) the names and places of residence of the incorporators;
(2) the name of the corporation, the location of its
principal place of business, and the period of its duration;
(3) the objects of its organization expressly stated;
(4) the number of its directors, not less than five, who
shall manage its affairs, how and when elected, and the time and
place of annual meetings; and
(5) the terms of admission to active membership.
The certificate must be in duplicate, and one filed with
the secretary of state and the other with the county recorder of
the county of its principal place of business.
Sec. 10. [322A.761] [SERVICE OF PROCESS ON LIMITED
PARTNERSHIP OR FOREIGN LIMITED PARTNERSHIP.]
A process, notice, or demand required or permitted by law
to be served upon a limited partnership or foreign limited
partnership may be served either upon the registered agent, if
any, of the limited partnership or foreign limited partnership
named in the certificate or registration, or upon a general
partner of the limited partnership or foreign limited
partnership, or upon the secretary of state as provided in
section 302A.901.
Sec. 11. Minnesota Statutes 1993 Supplement, 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:
(a) for an original financing statement or statement of
continuation on a standard form prescribed by the secretary of
state, is $15 for up to two debtor names and $15 for each
additional name thereafter;
(b) for an original financing statement or statement of
continuation that is not on a standard form prescribed by the
secretary of state, is $20 for up to two debtor names and $20
for each additional name thereafter;
(c) for an amendment on a standard form prescribed by the
secretary of state that does not add debtor names, is $15;
(d) for an amendment that is not on a standard form
prescribed by the secretary of state and that does not add
debtor names, is $20;
(e) for an amendment on a standard form prescribed by the
secretary of state that does add debtor names, is $15 per debtor
name; and
(f) for an amendment that is not on a standard form
prescribed by the secretary of state that does add debtor names,
is $20 per debtor name; and
(g) for each case in which the filing is subject to
subsection (5) of section 336.9-402, $5 in addition to the fee
required above.
In no case will a filing officer accept more than four
additional pages per financing statement for filing in the
uniform commercial code records.
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.
(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. 12. Minnesota Statutes 1993 Supplement, section
336.9-407, is amended to read:
336.9-407 [INFORMATION FROM FILING OFFICER.]
(1) If the person filing any financing statement,
termination statement, statement of assignment, or statement of
release, furnishes the filing officer a copy thereof, the filing
officer shall upon request note upon the copy the file number
and date and hour of the filing of the original and deliver or
send the copy to such person.
(2) Upon request of any person, the filing officer shall
conduct a search of the statewide computerized uniform
commercial code data base for any active financing statements
naming a particular debtor. The filing officer shall report the
findings as of the date and hour of the search by issuing:
(a) a certificate listing the file number, date, and hour
of each filing and the names and addresses of each secured
party;
(b) photocopies of those original documents on file and
located in the office of the filing officer; or
(c) upon request, both the certificate and the photocopies
referred to in (b).
The uniform fee for conducting the search and for preparing
a certificate shall be $15 if the request is in the standard
form prescribed by the secretary of state. This uniform fee
shall include up to ten photocopies of original documents. If
the request for information is made on a form other than the
standard form prescribed by the secretary of state, the fee
shall be $20 and shall include up to ten photocopies of original
documents.
Another fee, at the same rate, shall also be charged for
conducting a search and preparing a certificate showing federal
and state tax liens on file with the filing officer naming a
particular debtor.
There shall be an additional fee of $1 per page for a
photocopy of each financing statement or tax lien listed on the
certificate and for each photocopy prepared in excess of the
first ten.
Notwithstanding the fees set in this section, a natural
person who is the subject of data must, upon the person's
request, be shown the data without charge, and upon request be
provided with photocopies of the data upon payment of no more
than the actual cost of making the copies.
Sec. 13. Minnesota Statutes 1993 Supplement, section
336.9-413, is amended to read:
336.9-413 [UNIFORM COMMERCIAL CODE ACCOUNT.]
(a) The uniform commercial code account is established as
an account in the state treasury.
(b) The filing officer with whom a financing statement,
amendment, assignment, statement of release, or continuation
statement is filed, or to whom a request for search is made,
shall collect the filing fee and forward $5 of that fee as a
surcharge on each filing or search. By the 15th day following
the end of each fiscal quarter, each county recorder shall
forward the receipts from the surcharge accumulated during that
fiscal quarter to the secretary of state. Surcharge amounts
shall be collected quarterly by the secretary of state from each
county recorder. The secretary of state shall send each county
recorder an invoice at the end of each fiscal quarter and each
county recorder shall forward payment to the secretary of state
within 30 days of the date of the invoice. The surcharge does
not apply to a search request made by a natural person who is
the subject of the data to be searched except when a certificate
is requested as a part of the search.
(c) The surcharge amounts received from county recorders
and the surcharge amounts collected by the secretary of state's
office must be deposited in the state treasury and credited to
the general fund.
(d) Fees that are not expressly set by statute but are
charged by the secretary of state to offset the costs of
providing a service under sections 336.9-411 to 336.9-413 must
be deposited in the state treasury and credited to the uniform
commercial code account.
(e) Fees that are not expressly set by statute but are
charged by the secretary of state to offset the costs of
providing information contained in the computerized records
maintained by the secretary of state must be deposited in the
state treasury and credited to the uniform commercial code
account.
(f) Money in the uniform commercial code account is
continuously appropriated to the secretary of state to implement
and maintain the computerized uniform commercial code filing
system under section 336.9-411 and to provide
electronic-view-only access to other computerized records
maintained by the secretary of state.
Sec. 14. Minnesota Statutes 1993 Supplement, section
336A.04, subdivision 3, is amended to read:
Subd. 3. [FEES.] (a) The fee for filing and indexing a
standard form for a lien notice, effective financing statement,
or continuation statement, and stamping the date and place of
filing on a copy of the filed document furnished by the filing
party is $15 for up to two debtor names and $15 for each
additional name thereafter.
(b) A fee may not be charged for filing a termination
statement if the termination is filed within 30 days after
satisfaction of the lien or security interest. Otherwise, the
fee is $10.
(c) A county recorder shall forward $5 of each filing fee
collected under this subdivision to the secretary of state by
the 15th of the month following the end of each fiscal quarter.
Surcharge amounts shall be collected quarterly by the secretary
of state from each county recorder. The secretary of state
shall send each county recorder an invoice at the end of each
fiscal quarter and each county recorder shall forward payment to
the secretary of state within 30 days of the date of the
invoice. The surcharge amounts received from county recorders
and the surcharge amounts collected by the secretary of state's
office must be deposited in the state treasury and credited to
the general fund. The balance of the filing fees collected by a
county recorder must be deposited in the general fund of the
county.
Sec. 15. Minnesota Statutes 1993 Supplement, section
336A.09, subdivision 2, is amended to read:
Subd. 2. [SEARCHES; FEES.] (a) If a person makes a
request, the filing officer shall conduct a search of the
computerized filing system for effective financing statements or
lien notices and statements of continuation of a particular
debtor. The filing officer shall report the date, time, and
results of the search by issuing:
(1) a certificate listing the file number, date, and hour
of each effective financing statement found in the search and
the names and addresses of each secured party on the effective
financing statements or of each lien notice found in the search
and the names and address of each lienholder on the lien notice;
(2) photocopies of the original effective financing
statement or lien notice documents on file; or
(3) upon request, both the certificate and photocopies of
the effective financing statements or lien notices.
(b) The uniform fee for conducting a search and for
preparing a certificate is $15 per debtor name if the request is
in the standard form prescribed by the secretary of state. This
uniform fee shall include ten photocopies of original documents.
If the request for information is made on a form other than the
standard form prescribed by the secretary of state, the fee is
$20 per debtor name and shall include ten photocopies of
original documents. An additional fee of $1 per page must be
charged for each listed filing and for each photocopy prepared
in excess of the first ten. If an oral or facsimile response is
requested, there is an additional fee of $5 per debtor name
requested.
(c) A county recorder shall forward $5 of each search fee
collected under this subdivision to the secretary of state by
the 15th of the month following each fiscal quarter. Surcharge
amounts shall be collected quarterly by the secretary of state
from each county recorder. The secretary of state shall send
each county recorder an invoice at the end of each fiscal
quarter and each county recorder shall forward payment to the
secretary of state within 30 days of the date of the invoice.
The surcharge amounts received from county recorders and the
surcharge amounts collected by the secretary of state's office
must be deposited in the state treasury and credited to the
general fund. The balance of the search fees collected by a
county recorder must be deposited in the general fund of the
county.
Presented to the governor April 12, 1994
Signed by the governor April 15, 1994, 1:42 p.m.
Official Publication of the State of Minnesota
Revisor of Statutes