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

                            CHAPTER 262-S.F.No. 2031 
                  An act relating to commerce; regulating conveyances 
                  and other transactions relating to real and personal 
                  property; making corrective and conforming changes to 
                  the Uniform Partnership Act of 1994; amending 
                  Minnesota Statutes 1996, sections 501B.57, subdivision 
                  1, and by adding a subdivision; 507.24; and 580.24; 
                  Minnesota Statutes 1997 Supplement, sections 315.121; 
                  322A.88; 323A.1-04; 323A.3-06; and 524.2-403; Laws 
                  1997, chapter 174, article 12, sections 67 and 68; 
                  proposing coding for new law in Minnesota Statutes, 
                  chapter 507. 
        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
           Section 1.  Minnesota Statutes 1997 Supplement, section 
        315.121, is amended to read: 
           315.121 [RELIGIOUS CORPORATIONS, CERTAIN CONVEYANCES 
        VALIDATED.] 
           All conveyances executed by any religious corporation or 
        society organized under this chapter, conveying real property 
        within this state that have been of record for more than six 
        years in the office of the county recorder or registrar of 
        titles of the county in which the real estate conveyed is 
        located, and the record of the conveyance, are legalized, 
        validated, and confirmed, even though the corporate records do 
        not disclose that the execution of the conveyance was authorized 
        by the congregation of the religious corporation in the manner 
        provided by law, or the record of the authorization has not been 
        recorded in the office of the county recorder or registrar of 
        titles of the county in which the real estate conveyed is 
        located, or the certificate or any other document specified by 
        section 315.03 has not been recorded in the office of the county 
        recorder of the county in which the real estate is located or in 
        which the place of worship of the corporation or society is 
        located. 
           Sec. 2.  Minnesota Statutes 1997 Supplement, section 
        322A.88, is amended to read: 
           322A.88 [LIMITED LIABILITY LIMITED PARTNERSHIP.] 
           (a) A limited partnership may become a limited 
        liability limited partnership by: 
           (1) obtaining approval of the terms and conditions under 
        which the limited partnership elects limited liability limited 
        partnership status by the vote necessary to amend the limited 
        partnership agreement except, in the case of a limited 
        partnership agreement that expressly considers contribution 
        obligations, the vote necessary to amend those provisions; 
           (2) filing a statement of qualification under section 
        323A.10-01(c) of the Uniform Partnership Act (1994); and 
           (3) complying with the name requirements of section 
        323A.10-02 of the Uniform Partnership Act (1994).  
           (b) A limited liability limited partnership continues to be 
        the same entity that existed before the filing of a statement of 
        qualification under section 323A.10-01(c) of the Uniform 
        Partnership Act (1994). 
           (c) Sections 323A.3-06(c) and 323A.3-07(f) 323A.3-07(d) of 
        the Uniform Partnership Act (1994) apply to both general and 
        limited partners of a limited liability limited partnership. 
           Sec. 3.  Minnesota Statutes 1997 Supplement, section 
        323A.1-04, is amended to read: 
           323A.1-04 [SUPPLEMENTAL PRINCIPLES OF LAW.] 
           (a) Unless displaced by particular provisions of this 
        chapter, the principles of law and equity supplement this 
        chapter.  
           (b) If an obligation to pay interest arises under this 
        chapter and the rate is not specified, the rate is that 
        specified in chapter 334 section 549.09. 
           Sec. 4.  Minnesota Statutes 1997 Supplement, section 
        323A.3-06, is amended to read: 
           323A.3-06 [PARTNER'S LIABILITY.] 
           (a) Except as otherwise provided in subsections (b) and 
        (c), all partners are liable jointly and severally for all 
        obligations of the partnership unless otherwise agreed by the 
        claimant or provided by law.  
           (b) A person admitted as a partner into an existing 
        partnership is not personally liable for any partnership 
        obligation incurred before the person's admission as a partner. 
           (c) An obligation of a partnership incurred while the 
        partnership is a limited liability partnership, whether arising 
        in contract, tort, or otherwise, is solely the obligation of the 
        partnership.  A partner is not personally liable, directly or 
        indirectly, by way of contribution or otherwise, for such an 
        obligation solely by reason of being or so acting as a partner.  
        This subsection applies notwithstanding anything inconsistent in 
        the partnership agreement that existed immediately before the 
        vote required to become a limited liability partnership under 
        section 323A.10-01(b).  
           (d) For the purposes of this section: 
           (1) All partnership debts and obligations under or relating 
        to a note, contract, or other agreement are incurred when the 
        note, contract, or other agreement is entered into.  
           (2) An amendment, modification, extension, or renewal of a 
        note, contract, or other agreement does not affect the time at 
        which a partnership debt or obligation under or relating to that 
        note, contract, or other agreement is incurred, even as to a 
        claim that relates to the subject matter of the amendment, 
        modification, extension, or renewal. 
           This subsection does not affect any law, rule, or period 
        pertaining to any statute of limitations or statute of repose. 
           Sec. 5.  Minnesota Statutes 1996, section 501B.57, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [FORM OF AFFIDAVIT FOR INTER VIVOS TRUST.] 
        An affidavit of a trustee or of trustees of an inter vivos trust 
        in support of a real property transaction may be substantially 
        in the following form: 
         
        STATE OF MINNESOTA  )                     AFFIDAVIT OF TRUSTEE
                            )ss. 
        COUNTY OF           ) 
           .........................., being first duly sworn on oath 
        says that:  
           1.  Affiant is the trustee (one of the trustees) named in 
        that certain Certificate of Trust (or Trust Instrument) dated 
        ......., 19.., and 
           filed for record ......., 19.., as Document No. ..... (or 
           in Book ..... of ............, Page ......) in the Office 
           of the (County Recorder(/Registrar of Titles) of 
           ........... County, Minnesota, 
           OR 
           to which this Affidavit is attached, 
        executed by Affiant or another trustee or the grantor of the 
        trust described in the Certificate of Trust (or set forth in the 
        Trust Instrument), and which relates to real property in 
        .......... County, Minnesota legally described as follows: 
           ............................................................
        ............................................................... 
        ............................................................... 
        ............................................................... 
           (If more space is needed, continue on back or on 
        attachment.) 
           2.  The name(s) and address(es) of the trustee(s) empowered 
        by the Trust Instrument to act at the time of the execution of 
        this Affidavit are as follows: 
           ......................................................... 
        .............................................................. 
        .............................................................. 
           3.  The trustee(s) who have executed that certain 
        instrument relating to the real property described above between 
        ........................, as trustee(s) and 
        ..........................., dated .........., 19..: 
           (a) are empowered by the provisions of the trust to sell, 
        convey, pledge, mortgage, lease, or transfer title to any 
        interest in real property held in trust; and 
           (b) are the requisite number of trustees required by the 
        provisions of the trust to execute and deliver such an 
        instrument.  
           4.  The trust has not terminated and has not been revoked. 
           - OR - 
           4.  The trust has terminated (or has been revoked).  The 
        execution and delivery of the instrument described in paragraph 
        3 has been made pursuant to the provisions of the trust.  
           5.  There has been no amendment to the trust which limits 
        the power of trustee(s) to execute and deliver the instrument 
        described in paragraph 3.  
           6.  The trust is not supervised by any court. 
           - OR -  
           6.  The trust is supervised by the ............ Court of 
        .............. County, ................  All necessary approval 
        has been obtained from the court for the trustee(s) to execute 
        and deliver the instrument described in paragraph 3.  
           7.  Affiant does not have actual knowledge of any facts 
        indicating that the trust is invalid. 
                                            .............................
                                                                , Affiant
        Subscribed and sworn to before me
        this .... day of ........., 19...
                                            .............................
        Notary Stamp or Seal                Signature of Notary Public or
                                                   Other Official 
        This instrument was drafted by:
        ...............................
        ...............................
           Sec. 6.  Minnesota Statutes 1996, section 501B.57, is 
        amended by adding a subdivision to read: 
           Subd. 3.  [RECORDING OR FILING.] An Affidavit of Trustee or 
        Trustees under subdivisions 1 and 1a may be recorded in the 
        office of the county recorder for any county, or filed with the 
        office of the registrar of titles for any county with respect to 
        registered land described in the affidavit, or in the 
        Certificate of Trust or Trust Instrument referred to in the 
        affidavit, and may be recorded or filed as a separate document 
        or combined with or attached to an original or certified copy of 
        a Certificate of Trust or Trust Instrument, and recorded or 
        filed as one document. 
           Sec. 7.  Minnesota Statutes 1996, section 507.24, is 
        amended to read: 
           507.24 [RECORDABLE, WHEN.] 
           Subdivision 1.  [GENERAL.] To entitle any conveyance, power 
        of attorney, or other instrument affecting real estate to 
        record, it shall be executed, acknowledged by the parties 
        executing the same, and the acknowledgment certified, as 
        required by law.  All such instruments may be recorded in every 
        county where any of the lands lie.  If the conveyance, power of 
        attorney, or other instrument affecting real estate is executed 
        out of state, it shall be entitled to record if executed as 
        above provided or according to the laws of the place of 
        execution so as to be entitled to record in such place.  
           Subd. 2.  [ORIGINAL SIGNATURES REQUIRED.] Unless otherwise 
        provided by law, an instrument affecting real estate that is to 
        be recorded as provided in this section or other applicable law 
        must contain the original signatures of the parties who execute 
        it and of the notary public or other officer taking an 
        acknowledgment. 
           Sec. 8.  [507.421] [ESTATES AND TRUSTS; CONVEYANCES, 
        SATISFACTIONS, GRANTS, AND RELEASES.] 
           Subdivision 1.  [MADE TO ESTATE OR TRUST.] A conveyance or 
        grant of an interest in real or personal property made to the 
        estate of a decedent, to the estate of a ward, or to a trust, 
        including a trust in the form of a pension or profit-sharing 
        plan, that names the estate or the trust as the grantee of the 
        interest, is a valid and effective conveyance or grant of the 
        interest to the personal representative, guardian, or 
        conservator of the estate, or to the trustee of the trust, in 
        like manner and effect as if the personal representative, 
        guardian, conservator, or trustee had been named the grantee of 
        the conveyance or grant. 
           Subd. 2.  [MADE BY ESTATE OR TRUST.] A satisfaction, 
        release, conveyance, or grant of an interest in real or personal 
        property that is made by an estate or trust described in 
        subdivision 1, that names the estate or trust as the holder or 
        grantor of the interest, and that is executed by the personal 
        representative, guardian, conservator, or trustee authorized to 
        execute the instrument, is a valid and effective satisfaction, 
        release, conveyance, or grant of the interest, in like manner 
        and effect as if the personal representative, guardian, 
        conservator, or trustee had been named the holder or the grantor 
        in the satisfaction, release, conveyance, or grant. 
           Sec. 9.  Minnesota Statutes 1997 Supplement, section 
        524.2-403, is amended to read: 
           524.2-403 [EXEMPT PROPERTY.] 
           (a) If there is a surviving spouse, then, in addition to 
        the homestead and family allowance, the surviving spouse is 
        entitled from the estate to: 
           (1) property not exceeding $10,000 in value in excess of 
        any security interests therein, in household furniture, 
        furnishings, appliances, and personal effects, subject to an 
        award of sentimental value property under section 525.152; and 
           (2) one automobile, if any, without regard to value. 
           (b) If there is no surviving spouse, the decedent's 
        children are entitled jointly to the same property as provided 
        in paragraph (a), except that where it appears from the 
        decedent's will a child was omitted intentionally, the child is 
        not entitled to the rights conferred by this section. 
           (c) If encumbered chattels are selected and the value in 
        excess of security interests, plus that of other exempt 
        property, is less than $10,000, or if there is not $10,000 worth 
        of exempt property in the estate, the surviving spouse or 
        children are entitled to other personal property of the estate, 
        if any, to the extent necessary to make up the $10,000 value. 
           (d) Rights to exempt property and assets needed to make up 
        a deficiency of exempt property have priority over all claims 
        against the estate, but the right to any assets to make up a 
        deficiency of exempt property abates as necessary to permit 
        earlier payment of the family allowance. 
           (e) The rights granted by this section are in addition to 
        any benefit or share passing to the surviving spouse or children 
        by the decedent's will, unless otherwise provided, by intestate 
        succession or by way of elective share.  
           (f) No rights granted to a decedent's adult children under 
        this section shall have precedence over a claim under section 
        246.53, 256B.15, 256D.16, 261.04, or 524.3-805, paragraph (a), 
        clause (1), (2), or (3). 
           Sec. 10.  Minnesota Statutes 1996, section 580.24, is 
        amended to read: 
           580.24 [REDEMPTION BY CREDITOR.] 
           If no such redemption be made by the mortgagor, the 
        mortgagor's personal representatives or assigns, the senior 
        creditor having a lien, legal or equitable, upon the mortgaged 
        premises, or some part thereof, subsequent to the mortgage, may 
        redeem within five seven days after the expiration of the 
        redemption period determined under section 580.23 or 582.032, 
        whichever is applicable; and each subsequent creditor having a 
        lien in succession, according to priority of liens, within five 
        seven days after the time allowed the prior lienholder, 
        respectively, may redeem by paying the amount aforesaid and all 
        liens prior to the lienholder's own held by the person from whom 
        redemption is made; provided that no creditor shall be entitled 
        to redeem unless within the period allowed for redemption the 
        creditor file for record notice of intention to redeem with the 
        county recorder or registrar of titles of each county where the 
        mortgage is recorded.  Saturdays, Sundays, legal holidays, and 
        the first day following the expiration of the prior redemption 
        period must be included in computing the seven-day redemption 
        period.  When the last day of the period falls on Saturday, 
        Sunday, or a legal holiday, that day must be omitted from the 
        computation.  All mechanic's lienholders who have coordinate 
        liens shall have one combined seven-day period to redeem.  
           Sec. 11.  Laws 1997, chapter 174, article 12, section 67, 
        is amended to read: 
           Sec. 67.  [EFFECTIVE DATE.] 
           Minnesota Statutes, chapter 323A, takes effect and section 
        61, are effective January 1, 1999. 
           Section 65 is effective January 1, 1997. 
           Sec. 12.  Laws 1997, chapter 174, article 12, section 68, 
        is amended to read: 
           Sec. 68.  [REPEALERS.] 
           Minnesota Statutes 1996, sections 323.01; 323.02, 
        subdivisions 1, 2, 3, 4, 5, 6, 7, and 7a, 8, and 9; 323.03; 
        323.04; 323.05; 323.06; 323.07; 323.08; 323.09; 323.10; 323.11; 
        323.12; 323.13; 323.14; 323.15; 323.16; 323.17; 323.18; 323.19; 
        323.20; 323.21; 323.22; 323.23; 323.24; 323.25; 323.26; 323.27; 
        323.28; 323.29; 323.30; 323.31; 323.32; 323.33; 323.34; 323.35; 
        323.36; 323.37; 323.38; 323.39; 323.40; 323.41; 323.42; 323.43; 
        323.44; 323.45; 323.46; and 323.47; 323.48; and 323.49, are 
        repealed effective January 1, 2002. 
           Sec. 13.  [APPLICABILITY; TRANSITION PROVISIONS.] 
           Subdivision 1.  [SECTION 8.] (a) Except as provided in 
        paragraph (b), section 8 applies to past and future conveyances, 
        grants, satisfactions, and releases. 
           (b) However, if a notice of the pendency of the action or 
        proceeding is recorded or filed before February 1, 1999, in the 
        office of the county recorder or registrar of titles of the 
        county in which the real property affected by the action or 
        proceeding is located, section 8 does not affect an action or 
        proceeding:  (1) that is pending on the effective date of 
        section 8 involving the validity of the conveyance, grant, 
        satisfaction, or release, or (2) that is commenced before 
        February 1, 1999.  
           Subd. 2.  [SECTION 10.] Section 10 applies to redemptions 
        where the owner's period of redemption has not expired before 
        the effective date. 
           Presented to the governor March 2, 1998 
           Signed by the governor March 4, 1998, 10:10 a.m.