Office of the Revisor of Statutes
Minnesota Session Laws - 1999, Regular Session
Key: (1) language to be deleted (2) new language
CHAPTER 133-S.F.No. 1060
An act relating to state government; secretary of
state; regulating service of process and certain
notice requirements; regulating the names of certain
business organizations; providing certain technical
and conforming changes; amending Minnesota Statutes
1998, sections 5.23, subdivision 1; 5.25, subdivisions
3, 4, and 6; 281.23, subdivision 6; 323A.10-02;
333.01, subdivision 1; 333.19, subdivision 1; and
336.9-411.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
Section 1. Minnesota Statutes 1998, section 5.23,
subdivision 1, is amended to read:
Subdivision 1. [FAILURE TO PAY FILING FEE.] If an
instrument authorized to be filed with the secretary of state
has been submitted with a payment order or item that is rejected
or dishonored, the secretary must remove the instrument from the
public record. The secretary may also pursue collection of the
rejected or dishonored payment order or item and recover the
face amount of the payment order or item, any service fee, and
any additional collection costs incurred to collect the amount.
If the payment order or item is honored, the instrument must be
returned to the public record as of the date the payment order
or item is honored and an instrument is presented for filing.
The secretary may impose restrictions on the manner of payment
that will be accepted for any future filings. This subdivision
does not apply to financing statements filed under chapter 336.
Sec. 2. Minnesota Statutes 1998, section 5.25, subdivision
3, is amended to read:
Subd. 3. [SERVICE ON CERTAIN BUSINESS ENTITIES;
AUCTIONEERS.] When service of process is to be made on the
secretary of state for entities governed by chapter 302A, 317A,
322A, 322B, 323, 330, or 543, the procedure in this subdivision
applies. Service must be made by filing with the secretary of
state two copies one copy of the process, notice, or demand
along with payment of a $35 fee.
Sec. 3. Minnesota Statutes 1998, section 5.25, subdivision
4, is amended to read:
Subd. 4. [SERVICE ON FOREIGN CORPORATION.] (a) Service of
a process, notice, or demand may be made on a foreign
corporation authorized to transact business in this state by
delivering to and leaving with the secretary of state, or with
an authorized deputy or clerk in the secretary of state's
office, two copies one copy of it and a fee of $50 in the
following circumstances: (1) if the foreign corporation fails
to appoint or maintain in this state a registered agent upon
whom service of process may be had; (2) whenever a registered
agent cannot be found at its registered office in this state, as
shown by the return of the sheriff of the county in which the
registered office is situated, or by an affidavit of attempted
service by a person not a party; (3) whenever a corporation
withdraws from the state; or (4) whenever the certificate of
authority of a foreign corporation is revoked or canceled.
However, after a foreign corporation withdraws from the
state, according to section 303.16, service upon the corporation
may be made according to this section only when based upon a
liability or obligation of the corporation incurred within this
state or arising out of any business done in this state by the
corporation before the issuance of a certificate of withdrawal.
(b) A foreign corporation is considered to be doing
business in Minnesota if it makes a contract with a resident of
Minnesota to be performed in whole or in part by either party in
Minnesota, or if it commits a tort in whole or in part in
Minnesota against a resident of Minnesota. These acts are
considered to be equivalent to the appointment by the foreign
corporation of the secretary of state of Minnesota and
successors to be its true and lawful attorney upon whom may be
served all lawful process in actions or proceedings against the
foreign corporation arising from or growing out of the contract
or tort. One copy of the process must be served in duplicate
upon on the secretary of state, together with the address to
which service is to be sent and a fee of $50. The making of the
contract or the committing of the tort is considered to be the
agreement of the foreign corporation that any process against it
which is so served upon the secretary of state has the same
legal force and effect as if served personally on it within the
state of Minnesota.
Sec. 4. Minnesota Statutes 1998, section 5.25, subdivision
6, is amended to read:
Subd. 6. [DUTIES OF SECRETARY OF STATE.] In the case of
service of process according to subdivision 3 or 4, the
secretary of state shall immediately cause one a copy of a
service of process to be forwarded by certified mail addressed
to the business entity:
(1) in care of the agent of the business entity, at its
registered office in this state as it appears in the records of
the secretary of state;
(2) at the address designated in the application for
withdrawal, if the business entity has withdrawn from this state
in the manner provided by law;
(3) at the address provided by the party submitting the
document for service of process if the business entity's
authority to do business in this state has been revoked; or
(4) at the address provided by the party submitting the
document for service of process if the business entity has never
been authorized to do business in this state.
Sec. 5. Minnesota Statutes 1998, section 281.23,
subdivision 6, is amended to read:
Subd. 6. [SERVICE OF NOTICE.] (a) Forthwith after the
commencement of such publication or mailing the county auditor
shall deliver to the sheriff of the county or any other person
not less than 18 years of age a sufficient number of copies of
such notice of expiration of redemption for service upon the
persons in possession of all parcels of such land as are
actually occupied and documentation if the certified mail notice
was returned as undeliverable or the notice was not mailed to
the address associated with the property. Within 30 days after
receipt thereof, the sheriff or other person serving the notice
shall make such investigation as may be necessary to ascertain
whether or not the parcels covered by such notice are actually
occupied parcels, and shall serve a copy of such notice of
expiration of redemption upon the person in possession of each
parcel found to be an occupied parcel, in the manner prescribed
for serving summons in a civil action. The sheriff or other
person serving the notice shall make prompt return to the
auditor as to all notices so served and as to all parcels found
vacant and unoccupied. Such return shall be made upon a copy of
such notice and shall be prima facie evidence of the facts
therein stated.
If the notice is served by the sheriff, the sheriff shall
receive from the county, in addition to other compensation
prescribed by law, such fees and mileage for service on persons
in possession as are prescribed by law for such service in other
cases, and shall also receive such compensation for making
investigation and return as to vacant and unoccupied lands as
the county board may fix, subject to appeal to the district
court as in case of other claims against the county. As to
either service upon persons in possession or return as to vacant
lands, the sheriff shall charge mileage only for one trip if the
occupants of more than two tracts are served simultaneously, and
in such case mileage shall be prorated and charged equitably
against all such owners.
(b) The secretary of state shall receive sheriff's service
for all out-of-state interests.
Sec. 6. Minnesota Statutes 1998, section 323A.10-02, is
amended to read:
323A.10-02 [NAME.]
The name of a limited liability partnership must end with
meet the standard found in section 302A.115, except that the
name must include "Registered Limited Liability Partnership,"
"Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP,"
or "LLP." rather than the corporate designators found in section
302A.115, subdivision 1, paragraph (b).
Sec. 7. Minnesota Statutes 1998, section 333.01,
subdivision 1, is amended to read:
Subdivision 1. [CERTIFICATE.] No person shall hereafter
carry on or conduct or transact a commercial business in this
state under any designation, name, or style, which does not set
forth the true name of every person interested in such business
unless such person shall file in the office of the secretary of
state, a certificate setting forth the name and business address
under which the business is conducted or transacted, or is to be
conducted or transacted, and the true name of each person
conducting or transacting the same, with the address of such
person. The name of the business must not include any of the
following phrases or their abbreviations: corporation,
incorporated, limited, chartered, professional cooperative,
association, cooperative, limited partnership, limited liability
company, professional limited liability company, limited
liability partnership, or professional limited liability
partnership, except to the extent that an entity filing a
certificate would be authorized to use the phrase or
abbreviation. The certificate shall be executed by one of the
persons conducting, or intending to conduct, the business. The
certificate shall be published after it has been filed with the
secretary of state in a qualified newspaper in the county in
which the person has a principal or registered office for two
successive issues.
Sec. 8. Minnesota Statutes 1998, section 333.19,
subdivision 1, is amended to read:
Subdivision 1. A trademark or service mark by which the
goods or services of any applicant for registration may be
distinguished from the goods or services of others must not be
registered if it:
(1) consists of or comprises immoral, deceptive or
scandalous matter; or
(2) consists of or comprises matter which may disparage or
falsely suggest a connection with persons, living or dead,
institutions, beliefs, or national symbols, or bring them into
contempt, or disrepute; or
(3) consists of or comprises the flag or coat of arms or
other insignia of the United States, or of any state or
municipality, or of any foreign nation, or any simulation of
this insignia; or
(4) consists of or comprises the name, signature or
portrait of any living individual, except with written consent;
or
(5) consists of a mark which, (i) when applied to the goods
or used to identify the services of the applicant, is merely
descriptive or deceptively misdescriptive of them, or (ii) when
applied to the goods or used to identify the services of the
applicant is primarily geographically descriptive or deceptively
misdescriptive of them, or (iii) is primarily merely a surname
provided, however, that nothing in this clause (5) shall prevent
the registration of a mark used in this state by the applicant
which has become distinctive of the applicant's goods or
services. The secretary of state may accept as evidence that
the mark has become distinctive, as applied to the applicant's
goods or used to identify the services, proof of substantially
exclusive and continuous use as a mark by the applicant in this
state for the five years next preceding the date of the filing
of the application for registration; or
(6) consists of or comprises a mark which so resembles a
mark registered in this state or a corporate, limited liability
company, limited liability partnership, cooperative, or limited
partnership name in use or reserved in this state by another, or
a mark or trade name previously used in this state by another
and not abandoned, as to be likely, when applied to the goods or
used to identify the services of the applicant, to cause
confusion or mistake or to deceive. The secretary of state may
require the applicant to obtain affidavits by both the applicant
and by the holder of the previously registered name or mark in
making this determination.
Sec. 9. Minnesota Statutes 1998, section 336.9-411, is
amended to read:
336.9-411 [COMPUTERIZED FILING SYSTEM.]
(a) The secretary of state shall develop and implement a
statewide computerized filing system to accumulate and
disseminate information relative to lien statements, financing
statements, state and federal tax lien notices, and other
Uniform Commercial Code documents. The computerized filing
system must allow information to be entered and retrieved from
the computerized filing system by county recorders, the
department of revenue, the department of economic security, and
the Internal Revenue Service.
(b) County recorders shall enter information relative to
lien statements, financing statements, state and federal tax
lien notices, and other Uniform Commercial Code documents filed
in their offices into a central database maintained by the
secretary of state. The information must be entered under the
rules of the secretary of state. This requirement does not
apply to tax lien notices filed under sections 268.058,
subdivision 1, paragraph (b), clause (2); 270.69, subdivision 2,
paragraph (b), clause (2); and 272.488, subdivision 1, but does
apply to entry of the date and time of receipt and county
recorder's file number of those notices.
(c) The secretary of state may allow private parties to
have electronic-view-only electronic access to the computerized
filing system and to other computerized records maintained by
the secretary of state on a fee basis, except that visual access
to electronic display terminals at the public counters at the
secretary of state's office will be without charge and available
during public counter hours. If the computerized filing system
allows a form of electronic access to information regarding the
obligations of debtors, the access must be available 24 hours a
day, every day of the year.
Notwithstanding section 13.49, private parties who have
electronic-view-only electronic access to computerized records
may view the social security number information about a debtor
that is of record.
(d) The secretary of state shall adopt rules to implement
the computerized filing system. The rules must:
(1) allow filings to be made at the offices of all county
recorders and the secretary of state's office as required by
section 336.9-401;
(2) establish a central database for all information
relating to liens and security interests that are filed at the
offices of county recorders and the secretary of state;
(3) provide procedures for entering data into a central
database;
(4) allow the offices of all county recorders and the
secretary of state's office to add, modify, and delete
information in the central database as required by the Uniform
Commercial Code;
(5) allow the offices of all county recorders and the
secretary of state's office to have access to the central
database for review and search capabilities;
(6) allow the offices of all county recorders to have
electronic-view-only electronic access to the computerized
business information records on file with the secretary of
state;
(7) require the secretary of state to maintain the central
database;
(8) provide security and protection of all information in
the central database and monitor the central database to ensure
that unauthorized entry is not allowed;
(9) require standardized information for entry into the
central database;
(10) prescribe an identification procedure for debtors and
secured parties that will enhance lien and financing statement
searches; and
(11) prescribe a procedure for phasing-in or converting
from the existing filing system to a computerized filing system.
(e) The secretary of state, county recorders, and their
employees and agents shall not be liable for any loss or damages
arising from errors in or omissions from information entered
into the computerized filing system as a result of the
electronic transmission of tax lien notices under sections
268.058, subdivision 1, paragraph (b), clause (2); 270.69,
subdivision 2, paragraph (b), clause (2); 272.483; and 272.488,
subdivisions 1 and 3.
Presented to the governor May 4, 1999
Signed by the governor May 7, 1999, 12:20 p.m.
Official Publication of the State of Minnesota
Revisor of Statutes