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Minnesota Legislature

Office of the Revisor of Statutes

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.