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,andrefiled 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 recorderor the secretary of state, shall endorse and index a printout ofthe notice in the same manner as if the notice had been mailedor 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 theregistration 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 thelast taxablemost recent fiscal yearendingprior to the payment of the fee.If the taxable year ended less than 75 days beforethe date the fee is received by the secretary of state, thetaxable net income from the preceding taxable year shalldetermine 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 anysuchdefault has occurred, the secretary of state shall give notice bycertifiedmail tosuchthe corporation, at its registered office in this state, thatsuchthe default exists and that its certificate of authority will be revoked unlesssuchthe default shall be cured within 30 days after the mailing ofsuchthe 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 thesecretary of statecounty 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 bein duplicate, and onefiledwiththe secretary of state and the otherwith 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 tosubsection (5) of section 336.9-402, $5 in addition to the feerequired 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 lienlisted on thecertificate and for each photocopyprepared 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 followingthe end of each fiscal quarter, each county recorder shallforward the receipts from the surcharge accumulated during thatfiscal 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 statebythe 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 foreach listed filing and foreach 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 statebythe 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