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Minnesota Legislature

Office of the Revisor of Statutes

Key: (1) language to be deleted (2) new language

                             CHAPTER 22-S.F.No. 624 
                  An act relating to professional firms; modernizing and 
                  standardizing the law regulating professional business 
                  organizations; amending Minnesota Statutes 1996, 
                  sections 13.99, subdivision 92e; 144A.43, subdivision 
                  4; 322B.12, subdivision 1; 322B.92; 323.44, by adding 
                  a subdivision; and 323.49, by adding a subdivision; 
                  proposing coding for new law in Minnesota Statutes, 
                  chapter 303; proposing coding for new law as Minnesota 
                  Statutes, chapter 319B; repealing Minnesota Statutes 
                  1996, sections 319A.01; 319A.02; 319A.03; 319A.04; 
                  319A.05; 319A.06; 319A.07; 319A.08; 319A.09; 319A.10; 
                  319A.11; 319A.12; 319A.13; 319A.14; 319A.15; 319A.16; 
                  319A.17; 319A.18; 319A.19; 319A.20; 319A.21; and 
                  319A.22. 
        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
                                   ARTICLE 1 
                               PROFESSIONAL FIRMS 
           Section 1.  [319B.01] [PROFESSIONAL FIRMS ACT; CITATION.] 
           Sections 319B.01 to 319B.12 may be cited as the "Minnesota 
        Professional Firms Act." 
           Sec. 2.  [319B.02] [DEFINITIONS.] 
           Subdivision 1.  [SCOPE.] For the purposes of sections 
        319B.01 to 319B.12, the terms defined in this section have the 
        meanings given them. 
           Subd. 2.  [BOARD.] "Board" means an agency of the state of 
        Minnesota which has jurisdiction to grant a license to furnish 
        professional services of a category within subdivision 19, 
        except that in the case of a professional firm that provides 
        legal services, "board" means the board of professional 
        responsibility. 
           Subd. 3.  [CERTIFICATE OF AUTHORITY.] "Certificate of 
        authority" means:  
           (1) with respect to a foreign firm that is a corporation, 
        the certificate of authority required under sections 303.01 to 
        303.24 and any notice filed under section 303.115 in connection 
        with that certificate; and 
           (2) with respect to a foreign firm that is a limited 
        liability company, the certificate of authority required under 
        sections 322B.905 to 322B.955 and any notice filed under section 
        322B.92, clause (3), in connection with that certificate. 
           Subd. 4.  [DISQUALIFIED.] "Disqualified" means to have a 
        license to provide pertinent professional services:  
           (1) suspended, unless by its terms the suspension will 
        automatically end less than 90 days after it takes effect; or 
           (2) revoked. 
           The disqualification occurs when the suspension or 
        revocation first takes effect. 
           Subd. 5.  [FIRM.] "Firm" includes a corporation, limited 
        liability company, and limited liability partnership, wherever 
        incorporated, organized, or registered. 
           Subd. 6.  [FOREIGN FIRM.] "Foreign firm" means a 
        corporation incorporated, limited liability company organized, 
        or limited liability partnership registered under the laws of a 
        state other than Minnesota. 
           Subd. 7.  [FOREIGN PROFESSIONAL FIRM.] "Foreign 
        professional firm" means a foreign firm that has in effect an 
        election under section 319B.04, subdivision 2. 
           Subd. 8.  [GENERALLY APPLICABLE GOVERNING LAW.] "Generally 
        applicable governing law" of a firm means: 
           (1) with respect to a firm that is a corporation, the state 
        statute under which the corporation is incorporated; 
           (2) with respect to a firm that is a limited liability 
        company, the state statute under which the limited liability 
        company is organized; and 
           (3) with respect to a firm that is a limited liability 
        partnership, the state statute under which the limited liability 
        partnership obtains its status as a limited liability 
        partnership; 
        plus any other law that is generally relevant to the structure, 
        governance, operations, or other internal affairs of the firm. 
           Subd. 9.  [GOVERNANCE AUTHORITY.] "Governance authority" 
        means the authority and responsibility to: 
           (1) determine important policies for a professional firm; 
           (2) superintend the professional firm's overall operations; 
        and 
           (3) maintain general, active management of and ultimate 
        control over all matters involving professional judgment. 
           Subd. 10.  [MINNESOTA FIRM.] "Minnesota firm" includes a 
        corporation organized under chapter 302A or 317A, limited 
        liability company organized under chapter 322B, and limited 
        liability partnership registered under section 323.44. 
           Subd. 11.  [MINNESOTA PROFESSIONAL FIRM.] "Minnesota 
        professional firm" means a Minnesota firm that has in effect an 
        election under section 319B.03, subdivision 2. 
           Subd. 12.  [ORGANIZATIONAL DOCUMENT.] "Organizational 
        document" means: 
           (1) with respect to a corporation organized under chapter 
        302A or 317A, that corporation's articles of incorporation; 
           (2) with respect to a limited liability company organized 
        under chapter 322B, that limited liability company's articles of 
        organization; and 
           (3) with respect to a limited liability partnership 
        registered under section 323.44, that limited liability 
        partnership's registration and any notice filed under section 
        323.44, subdivision 9, in connection with that registration. 
           Subd. 13.  [OWNER.] "Owner" means: 
           (1) with respect to a professional firm that is a 
        corporation, except a nonprofit corporation, an owner of shares 
        in the corporation; 
           (2) with respect to a professional firm that is a limited 
        liability company, a membership interest in the limited 
        liability company; and 
           (3) with respect to a professional firm that is a limited 
        liability partnership, a partnership interest. 
           Subd. 14.  [OWNERSHIP INTEREST.] "Ownership interest" means:
           (1) with respect to a professional firm that is a 
        corporation, except a nonprofit corporation, shares in the 
        corporation; 
           (2) with respect to a professional firm that is a limited 
        liability company, a membership interest in the limited 
        liability company; and 
           (3) with respect to a professional firm that is a limited 
        liability partnership, a partnership interest. 
           Subd. 15.  [PARTIAL RIGHT.] "Partial right" means a right 
        in or with respect to an ownership interest where the right is 
        by itself insufficient to make the right's holder an owner. 
           Subd. 16.  [PERTINENT PROFESSIONAL SERVICES.] "Pertinent 
        professional services" means, with respect to a professional 
        firm, the category or categories of professional services 
        specified by the firm in its election under section 319B.03, 
        subdivision 2, or 319B.04, subdivision 2. 
           Subd. 17.  [PROFESSIONAL.] "Professional" means a natural 
        person who is licensed by the laws of the state of Minnesota or 
        similar laws of another state to furnish one or more of the 
        categories of professional services listed in subdivision 19. 
           Subd. 18.  [PROFESSIONAL FIRM.] "Professional firm" means 
        both Minnesota professional firms and foreign professional firms.
           Subd. 19.  [PROFESSIONAL SERVICES.] "Professional services" 
        means services of the type required to be furnished by a 
        professional under a license or certificate issued by the state 
        of Minnesota to practice medicine and surgery under sections 
        147.01 to 147.22, chiropractic under sections 148.01 to 148.105, 
        registered nursing under sections 148.171 to 148.285, optometry 
        under sections 148.52 to 148.62, psychology under sections 
        148.88 to 148.98, dentistry and dental hygiene under sections 
        150A.01 to 150A.12, pharmacy under sections 151.01 to 151.40, 
        podiatric medicine under sections 153.01 to 153.25, veterinary 
        medicine under sections 156.001 to 156.14, architecture, 
        engineering, surveying, landscape architecture, geoscience, and 
        certified interior design under sections 326.02 to 326.15, 
        accountancy under sections 326.17 to 326.229, or law under 
        sections 481.01 to 481.17, or under a license or certificate 
        issued by another state under similar laws. 
           Subd. 20.  [STATE.] "State" means a state of the United 
        States and the District of Columbia. 
           Subd. 21.  [STATEMENT OF QUALIFICATION.] "Statement of 
        qualification" means, with respect to a foreign firm that is a 
        limited liability partnership, the statement of qualification 
        required under section 323.49 and any notice filed under section 
        323.49, subdivision 9, in connection with that registration. 
           Subd. 22.  [UPDATE.] "Update" means: 
           (1) with respect to a Minnesota professional firm that is 
        either a Minnesota corporation or a Minnesota limited liability 
        company, amend the organizational document; 
           (2) with respect to a Minnesota professional firm that is a 
        Minnesota limited liability partnership, file a notice under 
        section 323.44, subdivision 9, in connection with the Minnesota 
        limited liability partnership's registration; 
           (3) with respect to a foreign professional firm that is a 
        foreign corporation, file a notice under section 303.115 in 
        connection with the foreign corporation's certificate of 
        authority; 
           (4) with respect to a foreign firm that is a limited 
        liability company, file a notice under section 322B.92, clause 
        (3), in connection with the foreign limited liability company's 
        certificate of authority; and 
           (5) with respect to a foreign professional firm that is a 
        foreign limited liability partnership, file a notice under 
        section 323.49, subdivision 9, in connection with the foreign 
        limited liability partnership's statement of qualification. 
           Sec. 3.  [319B.03] [AUTHORITY OF MINNESOTA FIRMS TO FURNISH 
        PROFESSIONAL SERVICES; ELECTION BY MINNESOTA FIRMS TO INVOKE THE 
        ACT.] 
           Subdivision 1.  [AUTHORITY UNDER THIS ACT AND UNDER OTHER 
        LAW.] (a) A Minnesota firm that has in effect an election under 
        subdivision 2 may furnish professional services within Minnesota 
        as provided in sections 319B.01 to 319B.12.  A Minnesota firm 
        may furnish professional services within Minnesota without 
        making an election under subdivision 2 only if: 
           (1) no Minnesota statute, Minnesota rule, or tenet of 
        Minnesota common law requires the Minnesota firm to make that 
        election in order to furnish professional services within 
        Minnesota; and 
           (2) no Minnesota statute, Minnesota rule, or tenet of 
        Minnesota common law precludes the Minnesota firm from 
        furnishing professional services within Minnesota in the absence 
        of that election. 
           (b) A Minnesota professional firm may provide professional 
        services and exercise the ancillary powers permitted under 
        section 319B.06, subdivision 1, paragraph (c), in another state 
        if:  
           (1) the Minnesota professional firm is authorized to 
        provide the services and exercise the powers within Minnesota; 
           (2) the Minnesota firm's organizational document does not 
        prohibit the Minnesota professional firm from providing the 
        services or exercising the powers in the other state; 
           (3) in the case of a Minnesota professional firm that is a 
        limited liability partnership, the partnership agreement does 
        not prohibit the Minnesota professional firm from providing the 
        services or exercising the powers in the other state; and 
           (4) the Minnesota professional firm complies with all 
        applicable laws of that other state regulating the furnishing of 
        professional services and exercising of ancillary powers in that 
        state. 
           Subd. 2.  [ELECTION TO INVOKE THIS ACT.] To elect to become 
        a Minnesota professional firm and be authorized to furnish 
        professional services according to sections 319B.01 to 319B.12, 
        a Minnesota firm must in its organizational document: 
           (1) state that the Minnesota firm elects to operate under 
        those sections; 
           (2) acknowledge that the Minnesota firm is subject to those 
        sections; and 
           (3) specify from the list stated in section 319B.02, 
        subdivision 19, the category or categories of professional 
        services the Minnesota firm is authorized to provide. 
           The statement, acknowledgment, and specification may be 
        made when a Minnesota firm initially files the organizational 
        document or may be added at a later time by updating that 
        document. 
           Subd. 3.  [RESCISSION AND AMENDMENT OF ELECTION.] (a) A 
        Minnesota professional firm may rescind its election by updating 
        its organizational document to delete the statement, 
        acknowledgment, and specification required by subdivision 2. 
           (b) A Minnesota professional firm may update its 
        organizational document to change the specification required by 
        subdivision 2, clause (3). 
           Subd. 4.  [RELATIONSHIP OF THIS ACT AND GENERALLY 
        APPLICABLE GOVERNING LAW.] If a Minnesota firm has an election 
        under subdivision 2 in effect and the Minnesota firm's generally 
        applicable governing law conflicts with sections 319B.01 to 
        319B.12, sections 319B.01 to 319B.12 govern. 
           Sec. 4.  [319B.04] [AUTHORITY OF FOREIGN FIRMS TO FURNISH 
        PROFESSIONAL SERVICES; ELECTION BY FOREIGN FIRMS TO INVOKE THE 
        ACT.] 
           Subdivision 1.  [AUTHORITY UNDER THIS ACT AND UNDER OTHER 
        LAW.] A foreign firm that has in effect an election under 
        subdivision 2 may furnish professional services within Minnesota 
        as provided in sections 319B.01 to 319B.12.  A foreign firm may 
        furnish professional services within Minnesota without making an 
        election under subdivision 2 only if: 
           (1) no Minnesota statute, Minnesota rule, or tenet of 
        Minnesota common law requires the foreign firm to make that 
        election in order to furnish professional services within 
        Minnesota; and 
           (2) no Minnesota statute, Minnesota rule, or tenet of 
        Minnesota common law precludes the foreign firm from furnishing 
        professional services within Minnesota in the absence of that 
        election. 
           Subd. 2.  [ELECTION TO INVOKE AUTHORITY UNDER THIS ACT.] To 
        elect to become a foreign professional firm and be authorized to 
        furnish professional services according to sections 319B.01 to 
        319B.12, a foreign firm must in its certificate of authority or 
        statement of qualification: 
           (1) state that the firm elects to operate under sections 
        319B.01 to 319B.12; 
           (2) acknowledge that the firm is subject to those sections; 
           (3) state that, to the extent its generally applicable 
        governing law conflicts or differs with those sections, the 
        foreign firm has made the necessary changes to the agreements 
        and other documents controlling its structure, governance, 
        operations, and internal affairs so as to comply with those 
        sections; and 
           (4) specify from the list stated in section 319B.02, 
        subdivision 19, the category or categories of professional 
        services the foreign firm is authorized to provide within 
        Minnesota. 
           The statements, acknowledgment, and specification may be 
        made when the foreign firm initially files for a certificate of 
        authority or statement of qualification or may be added at a 
        later time by updating that document. 
           Subd. 3.  [RESCISSION AND AMENDMENT OF ELECTION.] (a) A 
        foreign firm may rescind its election by updating its 
        certificate of authority or statement of qualification to delete 
        the statements, acknowledgment, and specification required by 
        subdivision 2. 
           (b) A foreign firm may update its certificate of authority 
        or statement of qualification to change the specification 
        required by subdivision 2, clause (4). 
           Sec. 5.  [319B.05] [FIRM NAME.] 
           Subdivision 1.  [NO IMPLICATION OF SUPERIORITY.] The name 
        of a professional firm must not imply or be used to imply 
        superiority. 
           Subd. 2.  [REQUIRED NAME ENDINGS.] The name of a 
        professional firm must end: 
           (1) in the case of a corporation, with any one of the 
        following phrases, words, or abbreviations:  "Professional 
        Corporation"; "Professional Service Corporation"; "Service 
        Corporation"; "Professional Association"; "Chartered"; 
        "Limited"; "P.C."; "P.S.C."; "S.C."; "P.A."; or "Ltd."; 
           (2) in the case of a limited liability company, with any 
        one of the following phrases or abbreviations:  "Professional 
        Limited Liability Company"; "Limited Liability Company"; 
        "P.L.L.C."; "P.L.C."; or "L.L.C."; or 
           (3) in the case of a limited liability partnership, with 
        any one of the following phrases or abbreviations:  
        "Professional Limited Liability Partnership"; "Limited Liability 
        Partnership"; "P.L.L.P."; or "L.L.P." 
           A permitted abbreviation may include or omit periods. 
           Sec. 6.  [319B.06] [FURNISHING SERVICES.] 
           Subdivision 1.  [CATEGORIES OF SERVICE.] (a) A professional 
        firm may provide professional services within Minnesota in one 
        of the categories listed in section 319B.02, subdivision 19, if: 
           (1) the professional firm's election under section 319B.03, 
        subdivision 2, or 319B.04, subdivision 2, specifies that 
        category; and 
           (2) each of the professional firm's owners meet the 
        requirements of section 319B.07 with regard to that category. 
           (b) A professional firm may provide professional services 
        within Minnesota in more than one of the categories listed in 
        section 319B.02, subdivision 19, if:  
           (1) the professional firm's election under section 319B.03, 
        subdivision 2, or 319B.04, subdivision 2, specifies those 
        categories; 
           (2) each of the professional firm's owners meet the 
        requirements of section 319B.07 with regard to at least one of 
        those categories; and 
           (3) the relevant licensing statutes, as listed in section 
        319B.02, subdivision 19, or rules in effect under those 
        statutes, specifically authorize those categories of services to 
        be practiced in combination. 
           (c) A professional firm may exercise any powers accorded it 
        by its generally applicable governing law, so long as the 
        professional firm exercises those powers solely to provide the 
        pertinent professional services or to accomplish tasks ancillary 
        to providing those services. 
           (d) A professional firm may not conduct any other business 
        or provide any other services beyond those authorized in this 
        subdivision, either within or outside of Minnesota. 
           (e) A professional firm may not adopt, implement, or follow 
        a policy, procedure, or practice that would give a board grounds 
        for disciplinary action against a professional who follows, 
        agrees to, or acquiesces in the policy, procedure, or practice. 
           Subd. 2.  [MANNER OF FURNISHING SERVICES.] (a) A 
        professional firm may furnish professional services within 
        Minnesota only through professionals licensed or otherwise 
        authorized by the state of Minnesota to furnish the pertinent 
        professional services.  Firm owners who are properly licensed 
        professionals may provide professional services on a 
        professional firm's behalf, and a professional firm may also 
        hire or retain properly licensed professionals as employees, 
        nonemployee agents, or independent contractors to furnish 
        professional services on the professional firm's behalf. 
           (b) If a professional firm is authorized under subdivision 
        1, paragraph (b), to furnish more than one category of 
        professional services, a professional furnishing professional 
        services on behalf of the professional firm is required to be 
        licensed or authorized only with respect to the category or 
        categories of services which the professional actually furnishes.
           Subd. 3.  [RELATIONSHIP TO PERSON SERVED.] (a) Sections 
        319B.01 to 319B.12 do not alter any law applicable to the 
        relationship between a person furnishing professional services 
        and a person receiving the professional services, including 
        liability arising out of the professional services and the 
        confidential relationship and privilege of communications 
        between the person furnishing professional services and the 
        person receiving the professional services. 
           (b) Sections 319B.01 to 319B.12 do not alter any law 
        applicable to the relationship between a professional firm 
        furnishing professional services and a person receiving the 
        professional services, including liability arising out of the 
        professional services and the confidential relationship and 
        privilege of communications between the professional firm 
        furnishing professional services and the person receiving the 
        professional services. 
           (c) Whether a Minnesota professional firm's owners and 
        persons who control, manage, or act for the firm are personally 
        liable for the firm's debts and obligations is determined 
        according to the firm's generally applicable governing law. 
           Sec. 7.  [319B.07] [OWNERSHIP INTERESTS.] 
           Subdivision 1.  [OWNERSHIP OF INTERESTS 
        RESTRICTED.] Ownership interests in a professional firm may not 
        be owned or held, either directly or indirectly, except by any 
        of the following: 
           (1) professionals who, with respect to at least one 
        category of the pertinent professional services, are licensed 
        and not disqualified; 
           (2) general partnerships, other than limited liability 
        partnerships, authorized to furnish at least one category of the 
        professional firm's pertinent professional services; 
           (3) other professional firms authorized to furnish at least 
        one category of the professional firm's pertinent professional 
        services; 
           (4) a voting trust established with respect to some or all 
        of the ownership interests in the professional firm, if (i) the 
        professional firm's generally applicable governing law permits 
        the establishment of voting trusts, and (ii) all the voting 
        trustees and all the holders of beneficial interests in the 
        trust are professionals licensed to furnish at least one 
        category of the pertinent professional services; and 
           (5) an employee stock ownership plan as defined in section 
        4975(e)(7) of the Internal Revenue Code of 1986, as amended, if 
        (i) all the voting trustees of the plan are professionals 
        licensed to furnish at least one category of the pertinent 
        professional services, and (ii) the ownership interests are not 
        directly issued to anyone other than professionals licensed to 
        furnish at least one category of the pertinent professional 
        services. 
           Subd. 2.  [ISSUANCE AND TRANSFER OF OWNERSHIP INTERESTS 
        RESTRICTED.] A professional firm may not sell, grant, give, 
        allocate, issue, or otherwise transfer an ownership interest 
        except to persons who meet the requirements of subdivision 1.  
        No owner may transfer an ownership interest except to persons 
        who meet the requirements of subdivision 1.  These restrictions 
        apply regardless of whether a purported sale, grant, gift, 
        allocation, issuance, or other transfer: 
           (1) is voluntary or involuntary; 
           (2) constitutes a present transfer or an undertaking to 
        make future transfer or to allow the transferee to cause a 
        future transfer to occur; or 
           (3) is permanent or subject to defeasement. 
           Subd. 3.  [ISSUANCE AND TRANSFER OF PARTIAL RIGHTS 
        RESTRICTED.] (a) Except as permitted by this paragraph, no 
        professional firm may sell, grant, give, allocate, issue, or 
        otherwise transfer a partial right.  Unless prohibited by its 
        generally applicable governing law or some provision of a 
        document or agreement permitted by its generally applicable 
        governing law, a professional firm may: 
           (1) subject to section 319B.08, subdivision 3, sell, grant, 
        give, allocate, issue, or otherwise transfer an option to 
        acquire an entire ownership interest to a person who meets the 
        requirements of subdivision 1; and 
           (2) subject to its licensing law, undertake to make 
        payments, in the nature of separation, retirement, or death 
        benefits, on account of a former owner who has died, become 
        disqualified, or for any other reason has ceased to be an owner. 
           (b) Except as permitted by this paragraph, no owner may 
        transfer any partial right.  Unless prohibited by the 
        professional firm's generally applicable governing law or some 
        provision of a document or agreement authorized by the 
        professional firm's generally applicable governing law, an owner 
        may, subject to section 319B.09: 
           (1) enter into an agreement with other owners of the 
        professional firm regarding voting rights and other aspects of 
        management; and 
           (2) grant a proxy to a person who meets the requirements of 
        subdivision 1. 
           (c) Except as permitted by paragraphs (a) and (b), no 
        person may hold or transfer a partial right.  These restrictions 
        apply regardless of whether a purported transfer:  
           (1) is voluntary or involuntary; 
           (2) constitutes a present transfer or an undertaking to 
        make a future transfer or to allow the transferee to cause a 
        future transfer to occur; or 
           (3) is permanent or subject to defeasement. 
           Subd. 4.  [IMPROPER ISSUANCE AND TRANSFERS VOID.] A sale, 
        grant, gift, allocation, issuance, undertaking, creation, 
        pledge, or other transfer in violation of this section is void. 
           Subd. 5.  [FURTHER TRANSFER RESTRICTIONS PERMITTED.] If 
        permitted by its generally applicable governing law, a 
        professional firm may further restrict the transfer of ownership 
        interests and partial rights. 
           Subd. 6.  [NONAPPLICATION OF SECURITIES REGULATION 
        PROVISIONS.] Chapter 80A does not apply to or govern a 
        transaction relating to an ownership interest of a professional 
        firm. 
           Sec. 8.  [319B.08] [EFFECT OF DEATH OR DISQUALIFICATION OF 
        OWNER.] 
           Subdivision 1.  [ACQUISITION OF INTERESTS OR AUTOMATIC LOSS 
        OF PROFESSIONAL FIRM STATUS.] (a) If an owner dies or becomes 
        disqualified to practice all the pertinent professional 
        services, then either: 
           (1) within 90 days after the death or the beginning of the 
        disqualification, all of that owner's ownership interest must be 
        acquired by the professional firm, by persons permitted by 
        section 319B.07 to own the ownership interest, or by some 
        combination; or 
           (2) at the end of the 90-day period, the firm's election 
        under section 319B.03, subdivision 2, or 319B.04, subdivision 2, 
        is automatically rescinded, the firm loses its status as a 
        professional firm, and the authority created by that election 
        and status terminates.  
           An acquisition satisfies clause (1) if all right and title 
        to the deceased or disqualified owner's interest are acquired 
        before the end of the 90-day period, even if some or all of the 
        consideration is paid after the end of the 90-day period.  
        However, payment cannot be secured in any way that violates 
        sections 319B.01 to 319B.12. 
           (b) If automatic rescission does occur under paragraph (a), 
        the firm must immediately and accordingly update its 
        organizational document, certificate of authority, or statement 
        of qualification.  Even without that updating, however, the 
        rescission, loss of status, and termination of authority 
        provided by paragraph (a) occur automatically at the end of the 
        90-day period. 
           Subd. 2.  [TERMS OF ACQUISITION.] (a) If: 
           (1) an owner dies or becomes disqualified to practice all 
        the pertinent professional services; 
           (2) the professional firm has in effect a mechanism, valid 
        according to the professional firm's generally applicable 
        governing law, to effect a purchase of the deceased or 
        disqualified owner's ownership interest so as to satisfy 
        subdivision 1, paragraph (a), clause (1); and 
           (3) the professional firm does not agree with the 
        disqualified owner or the representative of the deceased owner 
        to set aside the mechanism, 
        then that mechanism applies. 
           (b) If: 
           (1) an owner dies or becomes disqualified to practice all 
        the pertinent professional services; 
           (2) the professional firm has in effect no mechanism as 
        described in paragraph (a), or has agreed as mentioned in 
        paragraph (a), clause (3), to set aside that mechanism; and 
           (3) consistent with its generally applicable governing law, 
        the professional firm agrees with the disqualified owner or the 
        representative of the deceased owner, before the end of the 
        90-day period, to an arrangement to effect a purchase of the 
        deceased or disqualified owner's ownership interest so as to 
        satisfy subdivision 1, paragraph (a), clause (1), 
        then that arrangement applies. 
           (c) If: 
           (1) an owner of a Minnesota professional firm dies or 
        becomes disqualified to practice all the pertinent professional 
        services; 
           (2) the Minnesota professional firm does not have in effect 
        a mechanism as described in paragraph (a); 
           (3) the Minnesota professional firm does not make an 
        arrangement as described in paragraph (b); and 
           (4) no provision or tenet of the Minnesota professional 
        firm's generally applicable governing law and no provision of 
        any document or agreement authorized by the Minnesota 
        professional firm's generally applicable governing law expressly 
        precludes an acquisition under this paragraph, 
        then the firm may acquire the deceased or disqualified owner's 
        ownership interest as stated in this paragraph.  To act under 
        this paragraph, the Minnesota professional firm must within 90 
        days after the death or beginning of the disqualification tender 
        to the representative of the deceased owner's estate or to the 
        disqualified owner the fair value of the owner's ownership 
        interest, as determined by the Minnesota professional firm's 
        governance authority.  That price must be at least the book 
        value, as determined in accordance with the Minnesota 
        professional firm's regular method of accounting, as of the end 
        of the month immediately preceding the death or loss of 
        license.  The tender must be unconditional and may not attempt 
        to have the recipient waive any rights provided in this 
        section.  If the Minnesota professional firm tenders a price 
        under this paragraph within the 90-day period, the deceased or 
        disqualified owner's ownership interest immediately transfers to 
        the Minnesota professional firm regardless of any dispute as to 
        the fairness of the price.  A disqualified owner or 
        representative of the deceased owner's estate who disputes the 
        fairness of the tendered price may take the tendered price and 
        bring suit in district court seeking additional payment.  The 
        suit must be commenced within one year after the payment is 
        tendered.  A Minnesota professional firm may agree with a 
        disqualified owner or the representative of a deceased owner's 
        estate to delay all or part of the payment due under this 
        paragraph, but all right and title to the owner's ownership 
        interests must be acquired before the end of the 90-day period 
        and payment may not be secured in any way that violates sections 
        319B.01 to 319B.12. 
           Subd. 3.  [EXPIRATION OF FIRM-ISSUED OPTION ON DEATH OR 
        DISQUALIFICATION OF HOLDER.] If the holder of an option issued 
        under section 319B.07, subdivision 3, paragraph (a), clause (1), 
        dies or becomes disqualified, the option automatically expires. 
           Subd. 4.  [NO EFFECT ON PARTNERSHIP DISSOLUTION.] This 
        section does not change the effect of sections 323.28 and 
        323.30, under which the dissociation of a partner from a limited 
        liability partnership causes the dissolution of that partnership.
           Sec. 9.  [319B.09] [GOVERNANCE.] 
           Subdivision 1.  [GOVERNANCE AUTHORITY.] (a) Except as 
        stated in paragraph (b), a professional firm's governance 
        authority must rest with one or more professionals, each of whom 
        is licensed to furnish at least one category of the pertinent 
        professional services. 
           (b) In a Minnesota professional firm organized under 
        chapter 317A and in a foreign professional firm organized under 
        the nonprofit corporation statute of another state, at least one 
        individual possessing governance authority must be a 
        professional licensed to furnish at least one category of the 
        pertinent professional services. 
           (c) Individuals who possess governance authority within a 
        professional firm may delegate administrative and operational 
        matters to others.  No decision entailing the exercise of 
        professional judgment may be delegated or assigned to anyone who 
        is not a professional licensed to practice the professional 
        services involved in the decision. 
           (d) An individual whose license to practice any pertinent 
        professional services is revoked or suspended may not, during 
        the time the revocation or suspension is in effect, possess or 
        exercise governance authority, hold a position with governance 
        authority, or take part in any decision or other action 
        constituting an exercise of governance authority.  Nothing in 
        this chapter prevents a board from further terminating, 
        restricting, limiting, qualifying, or imposing conditions on an 
        individual's governance role as board disciplinary action. 
           Subd. 2.  [VOTING AND MANAGEMENT RIGHTS RESTRICTED.] (a) 
        The restrictions stated in section 319B.07 apply to the holding 
        and exercise of:  
           (1) any proxy relating to the voting right of any ownership 
        interest in a professional firm; and 
           (2) any other right to vote or participate in the 
        management of a professional firm where the right derives from 
        or is on account of an ownership interest in the professional 
        firm.  
           Except as stated in paragraphs (b) and (c), this paragraph 
        applies to rights a representative of a deceased or incompetent 
        owner might otherwise have. 
           (b) If a Minnesota professional firm is deciding whether to 
        rescind its election under section 319B.03, subdivision 3, the 
        representative of a deceased or incompetent owner has authority 
        to vote the deceased or incompetent owner's ownership interest 
        on that issue to the same extent the owner would have had the 
        right to vote but for the death or incompetency. 
           (c) If a foreign professional firm is deciding whether to 
        rescind its election under section 319B.04, subdivision 3, and 
        the foreign professional firm's generally applicable governing 
        law provides the representative of a deceased or incompetent 
        owner authority to vote the deceased or incompetent owner's 
        ownership interest on that issue, nothing in sections 319B.01 to 
        319B.12 limits the representative's authority. 
           Sec. 10.  [319B.10] [MERGERS AND OTHER REORGANIZATIONS.] 
           Subdivision 1.  [REORGANIZATION PERMITTED.] A professional 
        firm may enter into a merger, consolidation, exchange of 
        ownership interests, conversion, or any other reorganization 
        permitted by its generally applicable governing law. 
           Subd. 2.  [EFFECT ON PARTICIPATING PROFESSIONAL FIRM.] (a) 
        If a professional firm participates in and survives a 
        reorganization but the reorganization causes the surviving firm 
        to be out of compliance with section 319B.07 or 319B.09, or both:
           (1) the surviving firm's election under section 319B.03, 
        subdivision 2, or 319B.04, subdivision 2, is automatically 
        rescinded; 
           (2) the surviving firm immediately loses its status as a 
        professional firm and the authority created by that election and 
        status terminates; and 
           (3) the surviving firm must immediately and accordingly 
        update its organizational document, certificate of authority, or 
        statement of qualification.  Even without that amendment, 
        however, the rescission, loss of status, and termination of 
        authority occur automatically when the reorganization takes 
        effect. 
           (b) If, before a reorganization takes effect, the 90-day 
        deadline established in section 319B.07, subdivision 1, has been 
        triggered but has not yet elapsed with regard to an ownership 
        interest in a professional firm participating in the 
        reorganization, the surviving firm is not out of compliance with 
        sections 319B.07 and 319B.09 merely because the reorganization 
        accords a comparable ownership interest in the surviving firm to 
        the disqualified owner or the representative of the deceased 
        owner's estate.  The original 90-day deadline applies to the 
        comparable ownership interest and the surviving firm. 
           Subd. 3.  [FILINGS WITH SECRETARY OF STATE.] (a) For a 
        Minnesota professional firm involved in a merger, the document 
        filed with the secretary of state to effectuate the merger must 
        state whether that Minnesota professional firm will survive the 
        merger, and if so, whether that Minnesota professional firm will 
        remain a Minnesota professional firm once the merger takes 
        effect. 
           (b) For a foreign professional firm involved in a merger, 
        the certificate filed with the secretary of state under section 
        303.11 or 322B.92 must be accompanied by a statement as to 
        whether that foreign firm will survive the merger, and if so, 
        whether that foreign professional firm will remain a foreign 
        professional firm once the merger takes effect. 
           Subd. 4.  [STATUS OF NEWLY CREATED FIRM.] If a 
        reorganization involves the creation of a new firm, that firm 
        may make an election under section 319B.03, subdivision 2, or 
        319B.04, subdivision 2, and become a professional firm if the 
        firm meets the requirements of sections 319B.01 to 319B.12. 
           Sec. 11.  [319B.11] [PROFESSIONAL REGULATION.] 
           Subdivision 1.  [BOARDS' POWERS.] Each board may make 
        whatever rules are necessary to carry out sections 319B.01 to 
        319B.12.  Except as stated in this section, nothing in sections 
        319B.01 to 319B.12 restricts or limits in any manner the 
        authority or duty of a board with respect to persons furnishing 
        professional services within the jurisdiction of the board, even 
        if the person is an owner, director, governor, officer, manager, 
        employee, agent, or independent contractor of a professional 
        firm and furnishes professional services through that firm. 
           Subd. 2.  [LIABILITY SHIELD.] (a) Except as stated in 
        paragraph (b), no board may directly or indirectly require a 
        person providing professional services through a professional 
        firm to assume greater liability for the firm's debts and 
        obligations than is contemplated by section 319B.06, subdivision 
        3. 
           (b) Paragraph (a) does not prevent the board from requiring 
        a professional to assume personal liability for specified 
        obligations or categories of obligations as a term or 
        requirement of board disciplinary or corrective action 
        concerning the professional. 
           Subd. 3.  [FILING OF ORGANIZATIONAL DOCUMENT AND REPORT 
        INFORMATION.] (a) No professional firm may furnish professional 
        services within Minnesota until the firm files with each board 
        having jurisdiction over the pertinent professional services: 
           (1) a copy of the firm's organizational document, 
        certificate of authority, or statement of qualification; 
           (2) a report containing the same information as required by 
        subdivision 4; and 
           (3) except as stated in paragraph (b), a fee of $100. 
           (b) If a firm has previously been organized under sections 
        319A.01 to 319A.22, that firm is not required to pay the filing 
        fee under paragraph (a).  
           Subd. 4.  [ANNUAL REPORT.] (a) Every professional firm must 
        file annually on or before January 1 with the board or boards 
        having jurisdiction over the pertinent professional services a 
        report containing the following: 
           (1) the name and address of the professional firm; 
           (2) the contents of any amendment made to the firm's 
        organizational document, certificate of authority, or statement 
        of qualification since the filing of the most recent report 
        under subdivision 3 or this subdivision; 
           (3) a designation of the position or positions within the 
        firm that have governance authority; 
           (4) the name and address of each owner of an ownership 
        interest and each person occupying a position with governance 
        authority; 
           (5) a statement as to whether all employees, agents, and 
        independent contractors furnishing professional services within 
        Minnesota on behalf of the professional firm are professionals 
        authorized to furnish at least one category of the pertinent 
        professional services; 
           (6) except in the case of a professional firm that is 
        organized under chapter 317A or the nonprofit corporation 
        statute of another state, a statement as to whether all owners 
        and persons occupying a position with governance authority are 
        professionals authorized to furnish at least one category of the 
        pertinent professional services; 
           (7) in the case of a professional firm that is organized 
        under chapter 317A or the nonprofit corporation statute of 
        another state, a statement as to whether at least one person 
        occupying a position with governance authority is a professional 
        authorized to furnish at least one category of the pertinent 
        professional services; and 
           (8) any additional information as the board may by rule 
        prescribe as appropriate to assist in determining whether a 
        professional firm is complying with sections 319B.01 to 319B.12. 
           The statement required by clauses (5), (6), and (7) must be 
        made and signed under oath by a professional who is an owner or 
        employee of the professional firm, licensed in at least one 
        category of the pertinent professional services and duly 
        authorized to make the statement on behalf of the professional 
        firm. 
           (b) For filing each annual report under paragraph (a), each 
        firm must pay a fee of $25 to each board with which the report 
        is filed. 
           Subd. 5.  [REPORT OF OWNER'S DEATH OR DISQUALIFICATION.] (a)
        Except as stated in paragraph (b), within 30 days after the 
        death or disqualification of an owner, the professional firm 
        must report the death or disqualification to each board having 
        jurisdiction over any of the pertinent professional services. 
           (b) A professional firm need not report a disqualification 
        to a board which took the action that caused the 
        disqualification. 
           Subd. 6.  [EXAMINATION BY BOARD.] (a) A board, or an 
        employee or agent designated by a board, may inspect at all 
        reasonable times all books and records of a professional firm 
        and may summon and examine under oath the owners, directors, 
        governors, officers, managers, persons occupying a position with 
        governance authority, and employees of the firm in all matters 
        concerning the operations of the professional firm that are 
        governed by sections 319B.01 to 319B.12, the rules of the board, 
        or the professional firm's generally applicable governing law.  
        This subdivision does not authorize anyone to have access to or 
        to compel anyone to testify with respect to books, records, or 
        information of any type subject to a privilege recognized by law.
           (b) Any information obtained by a board as a result of an 
        examination authorized by paragraph (a) is confidential, immune 
        from subpoena, and inadmissible as evidence at a trial, hearing, 
        or proceeding before a court, board, or commissioner except a 
        proceeding under subdivision 8. 
           (c) A professional firm subject to an examination under 
        paragraph (a) may request in writing that the board under whose 
        authority the examination is being or has been conducted provide 
        the professional firm with a copy of all or any specified parts 
        of the sworn testimony taken or received during the examination 
        as well as all or any specified exhibits provided as part of 
        that testimony.  The board must comply promptly with the request 
        and may charge the requesting firm the reasonable cost of making 
        and providing the copies. 
           Subd. 7.  [STATUS OF INFORMATION.] Except as stated in 
        subdivision 6, information filed by a professional firm under 
        this section is public data under chapter 13. 
           Subd. 8.  [INVOLUNTARY DISSOLUTION AND RESCISSION OF 
        PROFESSIONAL FIRM STATUS.] A board, through the attorney 
        general, may institute proceedings in a district court of this 
        state or a contested case proceeding under chapter 14 to 
        involuntarily rescind a professional firm's election under 
        section 319B.03, subdivision 2, or 319B.04, subdivision 2, to 
        impose restrictions or conditions on that election or to 
        reprimand the professional firm due to a violation of sections 
        319B.01 to 319B.12, the relevant licensing statute as listed in 
        section 319B.02, subdivision 19, or the rules of the board.  A 
        board, through the attorney general, may institute proceedings 
        in a district court of this state to have a Minnesota 
        professional firm involuntarily dissolved, or a foreign 
        professional firm's certificate of authority or statement of 
        qualification revoked on those grounds, as well as on any other 
        grounds provided by Minnesota law.  A board may seek reprimands, 
        restrictions, conditions, involuntary rescission, and, as 
        appropriate, dissolution or revocation within a single 
        proceeding in a district court of this state.  After a court 
        enters a decree imposing rescission, dissolution, or revocation 
        upon a professional firm, a board shall cause a certified copy 
        of the decree to be filed with the secretary of state.  The 
        secretary of state shall not charge a fee for filing the 
        decree.  A board's claim against a professional firm for 
        involuntary dissolution or revocation does not abate simply 
        because the professional firm has rescinded its election under 
        section 319B.03, subdivision 2, or 319B.04, subdivision 2.  A 
        voluntary rescission does abate a board's claim to obtain 
        reprimands, restrictions, conditions, or involuntary rescission. 
           Subd. 9.  [FEES.] All fees paid under this section are for 
        the board to which they are due. 
           Sec. 12.  [319B.12] [TRANSITION PROVISIONS.] 
           Subdivision 1.  [SPECIAL DEFINITIONS.] As used in this 
        section: 
           (1) "professional corporation" has the meaning given in 
        section 319A.02, subdivision 4; 
           (2) "foreign professional corporation" has the meaning 
        given in 319A.02, subdivision 5; and 
           (3) "corporation" has the meaning given in section 319A.02, 
        subdivision 7. 
           Subd. 2.  [NEW USE OF CHAPTER 319A PRECLUDED.] Beginning 
        July 1, 1997, no Minnesota firm may organize under chapter 319A 
        and no foreign firm may begin to operate under chapter 319A. 
           Subd. 3.  [EARLY ELECTION INTO THIS CHAPTER BY CHAPTER 319A 
        ORGANIZATIONS.] (a) At any time before January 1, 1999, a 
        professional corporation organized under chapter 319A and a 
        foreign professional corporation governed by chapter 319A may 
        elect to be governed by sections 319B.01 to 319B.12.  To make 
        that election, the professional corporation or foreign 
        professional corporation must: 
           (1) comply with section 319B.03, subdivision 2, or 319B.04, 
        subdivision 2, whichever is applicable; and 
           (2) amend, to the extent necessary to comply with sections 
        319B.01 to 319B.12, its organizational document, certificate of 
        authority, or statement of qualification, as well as any 
        agreements and other documents controlling the corporation's 
        structure, governance, operations, and internal affairs. 
           (b) Regardless of the date an electing professional 
        corporation or foreign professional corporation actually makes 
        its election under this subdivision, the electing professional 
        corporation or foreign professional corporation may make the 
        election effective as of January 1, 1997.  Except as allowed by 
        this paragraph, an election under this subdivision is effective 
        on the date the electing professional corporation or foreign 
        professional corporation complies with paragraph (a). 
           (c) The law and documents that govern the structure, 
        governance, operations, and other internal affairs of a 
        professional corporation or foreign professional corporation 
        when the corporation is deciding whether, when, and as of when 
        to make an election under this subdivision control the manner of 
        making those decisions. 
           Subd. 4.  [ALL USE OF CHAPTER 319A ENDED; DEEMED ELECTION 
        FOR MINNESOTA PROFESSIONAL FIRMS.] (a) Beginning January 1, 1999:
           (1) no professional corporation may operate under chapter 
        319A and no foreign professional corporation may operate under 
        chapter 319A; and 
           (2) chapter 319A ceases to apply to professional 
        corporations and foreign professional corporations. 
           (b) On January 1, 1999, a Minnesota professional 
        corporation that has not elected to be governed by sections 
        319B.01 to 319B.12 will be considered to have made that 
        election, and the professional corporation's purposes, as stated 
        under section 319A.03, clause (2), will be considered to be the 
        specification required by section 319B.03, subdivision 2, clause 
        (3). 
           Subd. 5.  [ACTS DURING TRANSITION.] The continuation or 
        completion of an act by a professional firm that had been a 
        professional corporation or foreign professional corporation but 
        elected to become a professional firm governed by this chapter 
        and the continuation or performance of any executed or wholly or 
        partially executory contract, conveyance, or transfer to or by 
        the professional firm shall, if otherwise lawful before the 
        professional firm became governed by this chapter, remain valid, 
        and may be continued, completed, consummated, enforced, or 
        terminated as required or as permitted by a statute applicable 
        to the contract, conveyance, or transfer before the effective 
        date of this chapter. 
           Sec. 13.  [EFFECTIVE DATE.] 
           Article 1 is effective January 1, 1997. 
                                   ARTICLE 2 
                             CONFORMING AMENDMENTS
           Section 1.  Minnesota Statutes 1996, section 13.99, 
        subdivision 92e, is amended to read: 
           Subd. 92e.  [PROFESSIONAL CORPORATIONS OR FIRMS.] Access to 
        records of a professional corporation held by a licensing board 
        under section 319A.17 or records of a professional firm held by 
        a licensing board under section 319B.11 is governed by that 
        section. 
           Sec. 2.  Minnesota Statutes 1996, section 144A.43, 
        subdivision 4, is amended to read: 
           Subd. 4.  [HOME CARE PROVIDER.] "Home care provider" means 
        an individual, organization, association, corporation, unit of 
        government, or other entity that is regularly engaged in the 
        delivery, directly or by contractual arrangement, of home care 
        services for a fee.  At least one home care service must be 
        provided directly, although additional home care services may be 
        provided by contractual arrangements.  "Home care provider" 
        includes a hospice program defined in section 144A.48.  "Home 
        care provider" does not include: 
           (1) any home care or nursing services conducted by and for 
        the adherents of any recognized church or religious denomination 
        for the purpose of providing care and services for those who 
        depend upon spiritual means, through prayer alone, for healing; 
           (2) an individual who only provides services to a relative; 
           (3) an individual not connected with a home care provider 
        who provides assistance with home management services or 
        personal care needs if the assistance is provided primarily as a 
        contribution and not as a business; 
           (4) an individual not connected with a home care provider 
        who shares housing with and provides primarily housekeeping or 
        homemaking services to an elderly or disabled person in return 
        for free or reduced-cost housing; 
           (5) an individual or agency providing home-delivered meal 
        services; 
           (6) an agency providing senior companion services and other 
        older American volunteer programs established under the Domestic 
        Volunteer Service Act of 1973, Public Law Number 98-288; 
           (7) an employee of a nursing home licensed under this 
        chapter who provides emergency services to individuals residing 
        in an apartment unit attached to the nursing home; 
           (8) a member of a professional corporation organized under 
        sections 319A.01 to 319A.22 or chapter 319B that does not 
        regularly offer or provide home care services as defined in 
        subdivision 3; 
           (9) the following organizations established to provide 
        medical or surgical services that do not regularly offer or 
        provide home care services as defined in subdivision 3:  a 
        business trust organized under sections 318.01 to 318.04, a 
        nonprofit corporation organized under chapter 317A, a 
        partnership organized under chapter 323, or any other entity 
        determined by the commissioner; 
           (10) an individual or agency that provides medical supplies 
        or durable medical equipment, except when the provision of 
        supplies or equipment is accompanied by a home care service; 
           (11) an individual licensed under chapter 147; or 
           (12) an individual who provides home care services to a 
        person with a developmental disability who lives in a place of 
        residence with a family, foster family, or primary caregiver. 
           Sec. 3.  [303.115] [FOREIGN PROFESSIONAL FIRM FILINGS.] 
           When a foreign corporation uses chapter 319B to elect 
        professional firm status, rescind that status, or change the 
        specification of professional services required under section 
        319B.04, the foreign corporation must file with the secretary of 
        state a notice which:  
           (1) states the election, rescission, or change in 
        specification; 
           (2) had been approved in accordance with the foreign 
        corporation's generally applicable governing law, as that term 
        is defined in section 319B.02, subdivision 8; and 
           (3) has been signed on behalf of the foreign corporation. 
           Sec. 4.  Minnesota Statutes 1996, section 322B.12, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [REQUIREMENTS AND PROHIBITIONS.] The 
        limited liability company name must: 
           (1) be in the English language or in any other language 
        expressed in English letters or characters; 
           (2) contain the words "limited liability company," or must 
        contain the abbreviation "LLC" or, in the case of an 
        organization formed pursuant to section 319A.03 or chapter 319B, 
        must meet the requirements of section 319A.07 or 319B.05 
        applicable to a limited liability company; 
           (3) not contain the word corporation or incorporated and 
        must not contain the abbreviation of either or both of these 
        words; 
           (4) not contain a word or phrase that indicates or implies 
        that it is organized for a purpose other than a legal business 
        purpose; and 
           (5) be distinguishable upon the records in the office of 
        the secretary of state from the name of each domestic limited 
        liability company, limited liability partnership, corporation, 
        and limited partnership, whether profit or nonprofit, and each 
        foreign limited liability company, limited liability 
        partnership, corporation, and limited partnership authorized or 
        registered to do business in this state, whether profit or 
        nonprofit, and each name the right to which is, at the time of 
        organization, reserved as provided for in sections 302A.117, 
        317A.117, 322A.03, 322B.125, or 333.001 to 333.54, unless there 
        is filed with the articles of organization one of the following: 
           (i) the written consent of the domestic limited liability 
        company, limited liability partnership, corporation, or limited 
        partnership or the foreign limited liability company, limited 
        liability partnership, corporation, or limited partnership 
        authorized or registered to do business in this state or the 
        holder of a reserved name or a name filed by or registered with 
        the secretary of state under sections 333.001 to 333.54 having a 
        name that is not distinguishable; 
           (ii) a certified copy of a final decree of a court in this 
        state establishing the prior right of the applicant to the use 
        of the name in this state; or 
           (iii) the applicant's affidavit that the limited liability 
        company, corporation, or limited partnership with the name that 
        is not distinguishable has been organized, incorporated, or on 
        file in this state for at least three years prior to the 
        affidavit, if it is a domestic limited liability company, 
        corporation, or limited partnership, or has been authorized or 
        registered to do business in this state for at least three years 
        prior to the affidavit, if it is a foreign limited liability 
        company, corporation, or limited partnership, or that the holder 
        of a name filed or registered with the secretary of state under 
        sections 333.001 to 333.54 filed or registered that name at 
        least three years prior to the affidavit, that the limited 
        liability company, corporation, or limited partnership or holder 
        has not during the three-year period filed any document with the 
        secretary of state; that the applicant has mailed written notice 
        to the limited liability company, corporation, or limited 
        partnership or the holder of a name filed or registered with the 
        secretary of state under sections 333.001 to 333.54 by certified 
        mail, return receipt requested, properly addressed to the 
        registered office of the limited liability company or 
        corporation or in care of the agent of the limited partnership, 
        or the address of the holder of a name filed or registered with 
        the secretary of state under sections 333.001 to 333.54, shown 
        in the records of the secretary of state, stating that the 
        applicant intends to use a name that is not distinguishable and 
        the notice has been returned to the applicant as undeliverable 
        to the addressee limited liability company, corporation, or 
        limited partnership or holder of a name filed or registered with 
        the secretary of state under sections 333.001 to 333.54; that 
        the applicant, after diligent inquiry, has been unable to find 
        any telephone listing for the limited liability company, 
        corporation, or limited partnership with the name that is not 
        distinguishable in the county in which is located the registered 
        office of the limited liability company, corporation, or limited 
        partnership shown in the records of the secretary of state or 
        has been unable to find any telephone listing for the holder of 
        a name filed or registered with the secretary of state under 
        sections 333.001 to 333.54 in the county in which is located the 
        address of the holder shown in the records of the secretary of 
        state; and that the applicant has no knowledge that the limited 
        liability company, corporation, or limited partnership or holder 
        of a name filed or registered with the secretary of state under 
        sections 333.001 to 333.54 is currently engaged in business in 
        this state. 
           Sec. 5.  Minnesota Statutes 1996, section 322B.92, is 
        amended to read: 
           322B.92 [AMENDMENTS TO THE CERTIFICATE OF AUTHORITY.] 
           If any statement in the application for a certificate of 
        authority by a foreign limited liability company was false when 
        made or any arrangements or other facts described have changed, 
        making the application inaccurate in any respect, the foreign 
        limited liability company shall promptly file with the secretary 
        of state: 
           (1) in the case of a change in its name, a termination or a 
        merger, a certificate to that effect authenticated by the proper 
        officer of the state or country under the laws of which the 
        foreign limited liability company is organized; or 
           (2) in the case of a change in the name or address of the 
        registered agent required to be maintained by section 322B.925, 
        an amendment to the certificate of authority signed by an 
        authorized person.; or 
           (3) in the case of an election, rescission, or change in 
        the specification of professional services under section 
        319B.04, a notice which: 
           (1) states the election, rescission, or change in 
        specification; 
           (2) has been approved in accordance with the foreign 
        limited liability company's generally applicable governing law, 
        as that term is defined in section 319B.02, subdivision 8; and 
           (3) has been signed on behalf of the foreign limited 
        liability company.  
           The fee for filing the document is the same as for filing 
        an amendment. 
           Sec. 6.  Minnesota Statutes 1996, section 323.44, is 
        amended by adding a subdivision to read: 
           Subd. 9.  [CHAPTER 319B ELECTION.] When a limited liability 
        partnership uses chapter 319B to elect professional firm status, 
        rescind that status, or change the specification of professional 
        services required under section 319B.04, the limited liability 
        partnership must file with the secretary of state a notice which:
           (1) states the election, rescission, or change in 
        specification; 
           (2) has been approved by the limited liability partnership 
        according to its generally applicable governing law, as that 
        term is defined in section 319B.02, subdivision 8; and 
           (3) has been signed on behalf of the limited liability 
        partnership.  
           The fee for filing the document is $35. 
           Sec. 7.  Minnesota Statutes 1996, section 323.49, is 
        amended by adding a subdivision to read: 
           Subd. 9.  [CHAPTER 319B ELECTION.] When a foreign limited 
        liability partnership uses chapter 319B to elect professional 
        firm status, rescind that status, or change the specification of 
        professional services required under section 319B.04, the 
        foreign limited liability partnership must file with the 
        secretary of state a notice which: 
           (1) states the election, rescission, or change in 
        specification; 
           (2) has been approved by the foreign limited liability 
        partnership according to its generally applicable governing law, 
        as that term is defined in section 319B.02, subdivision 8; and 
           (3) has been signed on behalf of the foreign limited 
        liability partnership.  
           The fee for filing the document is $35. 
           Sec. 8.  [REVISOR INSTRUCTION.] 
           In Minnesota Statutes 2000, the revisor of statutes shall 
        remove the following words and references: 
           (1) in section 13.99, subdivision 92e, remove "records of a 
        professional corporation held by a licensing board under section 
        319A.17 or"; 
           (2) in section 144A.43, subdivision 4, remove "sections 
        319A.01 to 319A.22 or"; and 
           (3) in section 322B.12, subdivision 1, remove "section 
        319A.03 or" and "section 319A.07 or". 
           Sec. 9.  [REPEALER.] 
           Minnesota Statutes 1996, sections 319A.01; 319A.02; 
        319A.03; 319A.04; 319A.05; 319A.06; 319A.07; 319A.08; 319A.09; 
        319A.10; 319A.11; 319A.12; 319A.13; 319A.14; 319A.15; 319A.16; 
        319A.17; 319A.18; 319A.19; 319A.20; 319A.21; and 319A.22, are 
        repealed. 
           Sec. 10.  [EFFECTIVE DATE.] 
           Sections 1 to 7 are effective the day following final 
        enactment. 
           Section 9 is effective January 1, 1999. 
           Presented to the governor April 4, 1997 
           Signed by the governor April 8, 1997, 10:25 a.m.