Office of the Revisor of Statutes
Minnesota Session Laws - 2000, Regular Session
Key: (1) language to be deleted (2) new language
CHAPTER 395-S.F.No. 2783
An act relating to state government; defining a term
for the purposes of chapter 16A; regulating fees of
the secretary of state; regulating the filing of
annual registrations by corporations and other
business entities with the secretary of state;
providing for technical amendments to provisions
regarding digital signatures; allowing the extension
of duration of certain nonprofit corporations;
amending Minnesota Statutes 1998, sections 5.12,
subdivision 1; 5.14; 16A.011, by adding a subdivision;
302A.821; 303.14, subdivision 1; 303.21, subdivision
3; 317A.801, subdivision 1; 317A.823; 317A.827;
318.02, by adding a subdivision; 322B.960; 323A.10-03;
325K.07, subdivision 3; 325K.10, subdivisions 1 and 2;
325K.18, subdivision 3; 325K.19; and 325K.23;
Minnesota Statutes 1999 Supplement, sections 325K.05,
subdivision 1; and 336.9-411; proposing coding for new
law in Minnesota Statutes, chapters 5; and 308A;
repealing Minnesota Statutes 1998, sections 303.07,
subdivision 2; 303.14, subdivisions 3, 4, and 5; and
322B.960, subdivision 3.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
Section 1. Minnesota Statutes 1998, section 5.12,
subdivision 1, is amended to read:
Subdivision 1. [FEES.] The secretary of state shall charge
a fee of $5 for each certificate or certification of a copy of
any document filed in the office of the secretary of state. The
secretary of state shall charge a fee of $3 for a copy of an
original filing of a corporation, limited partnership, trade or
service mark, or for the complete record of a certificate of
assumed name. The secretary of state shall charge a fee of $3
for a copy of any or all subsequent filings of a corporation,
limited partnership, or trade or service mark. The secretary of
state shall charge a fee of $1 per page for copies of other
nonuniform commercial code documents filed with the secretary of
state. At the time of filing, the secretary of state may
provide at the public counter, without charge, a copy of a
filing, ten or fewer pages in length, to the person making the
filing.
Sec. 2. Minnesota Statutes 1998, section 5.14, is amended
to read:
5.14 [TRANSACTION SURCHARGE.]
The secretary of state may impose a surcharge of $20 on
each transaction involving over-the-counter expedited service
that takes place at is provided by the office of the secretary
of state.
Sec. 3. [5.29] [BULK AGENT NAME AND ADDRESS CHANGES.]
The filing fee charged for filing an amendment is charged
for each document filed when a registered agent changes its name
or office address pursuant to sections 302A.123, subdivision 3,
303.10, 308A.025, subdivision 5, 317A.123, subdivision 3,
318.02, and 322B.135, subdivision 3, and chapters 322A, 323, and
323A, but the cumulative fee shall not exceed $10,000 for
entities governed by the provisions of chapters 302A, 303, 308A,
317A, 318, 322A, 322B, 323, and 323A.
Sec. 4. Minnesota Statutes 1998, section 16A.011, is
amended by adding a subdivision to read:
Subd. 12a. [EXECUTIVE BRANCH STATE AGENCY.] "Executive
branch state agency" means an agency in the executive branch of
state government, but does not include constitutional officers.
Sec. 5. Minnesota Statutes 1998, section 302A.821, is
amended to read:
302A.821 [MINNESOTA CORPORATE REGISTRATION.]
Subdivision 1. [INFORMATION REQUIRED ANNUAL REGISTRATION
FORM.] Each calendar year beginning in the calendar year
following the calendar year in which a corporation incorporates,
the secretary of state must mail by first class mail an annual
registration form to the registered office of each corporation
as shown on the records of the secretary of state. The form
must include the following notice:
"NOTICE: Failure to file this form by December 31 of this
year will result in this corporation losing its good standing
without further notice from the secretary of state."
Subd. 2. [INFORMATION REQUIRED.] A domestic corporation
shall once each calendar year file with the secretary of state a
registration by December 31 each calendar year containing:
(a) the name of the corporation;
(b) the address of its principal executive office, if
different from the registered office address;
(c) the address of its registered office and the name of
the registered agent, if any;
(d) the state of incorporation; and
(e) the name and business address of the officer or other
person exercising the principal functions of the chief executive
officer of the corporation.
Subd. 2 3. [INFORMATION PUBLIC.] The information required
by subdivision 1 2 is public data. Chapter 13 does not apply to
this information.
Subd. 3. [LOSS OF GOOD STANDING.] A corporation that fails
to file a registration pursuant to the requirements of
subdivision 1 loses its good standing in this state. The
corporation may regain its good standing in this state by filing
a single annual registration and paying a $25 fee.
Subd. 4. [NOTICE OF REPEATED VIOLATION.] If a corporation
fails for three consecutive years to file a registration
pursuant to the requirements of subdivision 1, the secretary of
state shall give notice by first class mail to the corporation
at its registered office that it has violated this section and
is subject to dissolution by the office of the secretary of
state if the delinquent registration is not filed pursuant to
subdivision 1 and the $25 fee paid within 60 days after the
mailing of the notice. For purposes of this subdivision,
"delinquent registration" means a single annual registration.
Subd. 5 4. [PENALTY.] (a) A corporation that has
failed for three consecutive years to file a registration
pursuant to the requirements of subdivision 1 2, has been
notified of the failure pursuant to subdivision 4, and has
failed to file the delinquent registration during the 60-day
period described in subdivision 4, shall must be dissolved by
the secretary of state as described in paragraph (b).
(b) Immediately after the expiration of the 60-day period
described in paragraph (a), If the corporation has not filed the
delinquent registration, the secretary of state shall issue a
certificate of involuntary dissolution, and a copy of the
certificate shall be filed in the office of the secretary of
state. The original certificate shall be sent to the registered
office of the corporation. for three consecutive calendar years,
the secretary of state shall send by forwardable United States
mail to the registered office of the corporation a postcard
notifying the corporation that the corporation will be dissolved
if no registration is filed with a $25 fee pursuant to this
section by the beginning of the following calendar year. The
secretary of state shall annually inform the attorney general
and the commissioner of revenue of the methods by which the
names of corporations dissolved under this section during the
preceding year may be determined. The secretary of state must
also make available in an electronic format the names of the
dissolved corporations. A corporation dissolved in this manner
is not entitled to the benefits of section 302A.781. The
liability, if any, of the shareholders of a corporation
dissolved in this manner shall be determined and limited in
accordance with section 302A.557, except that the shareholders
shall have no liability to any director of the corporation under
section 302A.559, subdivision 2.
Subd. 6. [REINSTATEMENT.] A corporation may, within one
year of the date of the statutory dissolution, retroactively
reinstate its corporate existence by filing a single annual
registration and paying a $25 fee. Filing the annual
registration with the secretary of state:
(1) returns the corporation to active status as of the date
of the statutory dissolution;
(2) validates contracts or other acts within the authority
of the articles, and the corporation is liable for those
contracts or acts; and
(3) restores to the corporation all assets and rights of
the corporation and its shareholders to the extent they were
held by the corporation and its shareholders before the
statutory dissolution occurred, except to the extent that assets
or rights were affected by acts occurring after the dissolution
or sold or otherwise distributed after that time.
Sec. 6. Minnesota Statutes 1998, section 303.14,
subdivision 1, is amended to read:
Subdivision 1. [FILED WITH SECRETARY OF STATE; CONTENTS.]
Between January 15 and May 15, in each calendar year, every
foreign corporation which holds a certificate of authority shall
make and file with the secretary of state a report for the
previous calendar year, setting forth:
(1) the name of the corporation and the state or country
under the laws of which it is organized;
(2) if the name of the corporation does not end with the
word "Corporation" or the word "Incorporated," or the
abbreviation "Inc.," or does not contain the word "Company" or
the abbreviation "Co." not immediately preceded by the word
"and" or the character "&," then the name of the corporation
with the word or abbreviation which it has agreed to add thereto
for use in this state;
(3) the address of its registered office in this state and
the name of its registered agent at such address;
(4) additional information necessary or appropriate to
enable the secretary of state to determine the additional
license fee, if any, payable by the corporation;
(5) a statement of the corporate taxable net income as
stated in its appropriate Minnesota income tax return that was
due in the previous year; and
(6) the fee required by section 303.07, subdivision 2.
This fee shall be submitted with the annual report. Each
calendar year beginning in the calendar year following the
calendar year in which a corporation receives a certificate of
authority to do business in Minnesota, the secretary of state
must mail by first class mail an annual registration form to the
registered office of each corporation as shown on the records of
the secretary of state. The form must include the following
notice:
"NOTICE: Failure to file this form by December 31 of this
year will result in the revocation of the authority of this
corporation to transact business in Minnesota without further
notice from the secretary of state, pursuant to Minnesota
Statutes, section 303.17."
The corporation will submit a $115 fee with the annual
registration and will set forth on the form:
(1) the name of the corporation, and, if the corporation
has designated an alternate name pursuant to section 303.05,
subdivision 1, that alternate name;
(2) the name of the registered agent of the corporation in
Minnesota;
(3) the address of its registered office;
(4) the state of incorporation; and
(5) the name and business address of the officer or other
person exercising the principal functions of the chief executive
officer of the corporation.
Sec. 7. Minnesota Statutes 1998, section 303.21,
subdivision 3, is amended to read:
Subd. 3. [OTHER INSTRUMENTS.] A fee of $50 shall be paid
to the secretary of state for filing any instrument, other than
the annual report required by section 303.14, required or
permitted to be filed under the provisions of this chapter. For
filing the annual report a fee of $20 must be paid to the
secretary of state. The fees shall be paid at the time of the
filing of the instrument.
Sec. 8. [308A.995] [PERIODIC REGISTRATION.]
Subdivision 1. [PERIODIC REGISTRATION IN CERTAIN
YEARS.] Each cooperative governed by this chapter must file a
periodic registration with the secretary of state in each
odd-numbered year. In these years, the secretary of state must
mail by first class mail a registration form to the registered
office of each cooperative as shown on the records of the
secretary of state, or if no such address is in the records, to
the location of the principal place of business shown on the
records of the secretary of state. The form must include the
following notice:
"NOTICE: Failure to file this form by December 31 of this
year will result in the dissolution of this cooperative without
further notice from the secretary of state, pursuant to
Minnesota Statutes, section 308A.995, subdivision 4, paragraph
(b)."
Subd. 2. [MINNESOTA COOPERATIVE REGISTRATION FORM.] In
each calendar year in which a registration is to be filed, a
cooperative must file with the secretary of state a registration
by December 31 of that calendar year containing:
(1) the name of the cooperative;
(2) the address of its registered office;
(3) the address of its principal place of business, if
different from the registered office address; and
(4) the name and business address of the officer or other
person exercising the principal functions of the chief executive
officer of the cooperative.
Subd. 3. [INFORMATION PUBLIC.] The information required by
subdivision 1 is public data.
Subd. 4. [PENALTY; DISSOLUTION.] (a) A cooperative that
has failed to file a registration pursuant to the requirements
of this section by December 31 of the calendar year for which
the registration was required must be dissolved by the secretary
of state as described in paragraph (b).
(b) If the cooperative has not filed the registration by
December 31 of that calendar year, the secretary of state must
issue a certificate of involuntary dissolution, and the
certificate must be filed in the office of the secretary of
state. The secretary of state must annually inform the attorney
general and the commissioner of revenue of the methods by which
the names of cooperatives dissolved under this section during
the preceding year may be determined. The secretary of state
must also make available in an electronic format the names of
the dissolved cooperatives. A cooperative dissolved in this
manner is not entitled to the benefits of section 308A.981.
Subd. 5. [REINSTATEMENT.] A cooperative may, within one
year of the date of dissolution under this section,
retroactively reinstate its existence by filing a single annual
registration and paying a $25 fee. Filing the annual
registration with the secretary of state:
(1) returns the cooperative to active status as of the date
of the dissolution;
(2) validates contracts or other acts within the authority
of the articles, and the cooperative is liable for those
contracts or acts; and
(3) restores to the cooperative all assets and rights of
the cooperative and its shareholders or members to the extent
they were held by the cooperative and its shareholders or
members before the dissolution occurred, except to the extent
that assets or rights were affected by acts occurring after the
dissolution or sold or otherwise distributed after that time.
Sec. 9. Minnesota Statutes 1998, section 317A.801,
subdivision 1, is amended to read:
Subdivision 1. [EXTENSION BY AMENDMENT.] A corporation
whose period of duration provided in the articles has expired
and that has continued to operate despite that expiration may
reinstate its articles and extend the period of corporate
duration, including making the duration perpetual, after the
date of expiration by filing an amendment to the articles as set
forth in this section. This section also applies to
corporations that may have been formed under prior laws
governing nonprofit corporations and that expired before chapter
317 was repealed on January 1, 1990.
Sec. 10. Minnesota Statutes 1998, section 317A.823, is
amended to read:
317A.823 [ANNUAL CORPORATE REGISTRATION.]
Subdivision 1. [NOTICE FROM SECRETARY OF STATE; ANNUAL
REGISTRATION REQUIRED.] (a) Except for corporations to which
paragraph (c) applies, before July 1 of each calendar year
beginning in the calendar year following the calendar year in
which a corporation incorporates, the secretary of state shall
mail a corporate registration form to each corporation that
incorporated or filed a corporate registration during either of
the previous two calendar years at its last registered office
address listed on the records of the secretary of state. The
form must include the exact legal corporate name and registered
office address currently on file with the secretary of state
along with the name of the person who performs the functions of
the president. The secretary of state may also give notice of
the requirement to file the annual registration by any other
means the secretary of state considers appropriate. must mail
by first class mail an annual registration form to the
registered office of each corporation as shown on the records of
the secretary of state. The form must include the following
notice:
"NOTICE: Failure to file this form by December 31 of this
year will result in the dissolution of this corporation without
further notice from the secretary of state, pursuant to
Minnesota Statutes, section 317A.823, subdivision 2, paragraph
(b)."
(b) A corporation shall file a corporate registration with
the secretary of state once each calendar year. If the
corporation has changed its registered office address to an
address other than that listed on the records of the secretary
of state, the corporation shall file the new registered office
address on the registration form. If the registration shows a
change of registered office address, the registration must be
signed by an authorized person. A fee of $35 must be paid for
filing the registered office address change. The new address
must comply with section 317A.011, subdivision 2, and must have
been approved by the board A nonprofit corporation must file
with the secretary of state a registration by December 31 of
each calendar year containing:
(1) the name of the corporation;
(2) the address of its registered office;
(3) the name of its registered agent, if any; and
(4) the name and business address of the officer or other
person exercising the principal functions of president of the
corporation.
(c) The timely filing of an annual financial report and
audit or an annual financial statement under section 69.051,
subdivision 1 or 1a, by a volunteer firefighter relief
association, as reflected in the notification by the state
auditor under section 69.051, subdivision 1c, constitutes
presentation of the corporate registration. The secretary of
state may reject the registration by the volunteer firefighter
relief association. Rejection must occur if the information
provided to the state auditor does not match the information in
the records of the secretary of state. The volunteer
firefighter relief association may amend the articles of
incorporation as provided in sections 317A.131 to 317A.151 so
that the information from the state auditor may be accepted for
filing. The timely filing of an annual financial report and
audit or an annual financial statement under section 69.051,
subdivision 1 or 1a, does not relieve the volunteer firefighter
relief association of the requirement to file amendments to the
articles of incorporation directly with the secretary of state.
Subd. 2. [LOSS OF GOOD STANDING PENALTY.] A corporation
that files an initial corporate registration under section
317A.821 or that is incorporated on or after January 1, 1990,
and that does not file a corporate registration during a
calendar year loses its good standing after December 31 of that
year. To regain its good standing, the corporation must file a
single annual corporate registration and pay a $25 fee.
Subd. 3. [NOTICE; DISSOLUTION.] If a corporation fails to
file a report required under this section for three consecutive
calendar years, the secretary of state shall give notice to the
corporation by first-class mail at its registered office and by
any other means of notice that the secretary of state considers
appropriate, that it has violated this section and is subject to
dissolution under section 317A.827 if the delinquent
registration is not filed with a $25 fee within 60 days after
the mailing of the notice or the date of the alternative
notice. For purposes of this subdivision, "delinquent
registration" means a single registration. A corporation that
fails to file the delinquent annual registration within the 60
days is dissolved under section 317A.827 (a) A corporation that
has failed to file a registration pursuant to the requirements
of subdivision 1 must be dissolved by the secretary of state as
described in paragraph (b).
(b) If the corporation has not filed the delinquent
registration, the secretary of state must issue a certificate of
involuntary dissolution, and the certificate must be filed in
the office of the secretary of state. The secretary of state
must annually inform the attorney general and the commissioner
of revenue of the methods by which the names of corporations
dissolved under this section during the preceding year may be
determined. The secretary of state must also make available in
an electronic format the names of the dissolved corporations. A
corporation dissolved in this manner is not entitled to the
benefits of section 317A.781.
Sec. 11. Minnesota Statutes 1998, section 317A.827, is
amended to read:
317A.827 [ADMINISTRATIVE DISSOLUTION CONTINUATION FOR
CERTAIN PURPOSES; REINSTATEMENT.]
Subdivision 1. [PROCEDURE.] If a corporation fails to file
the initial registration by December 31, 1997, or if it fails to
file the delinquent registration before expiration of the 60-day
period in section 317A.823, subdivision 3, the secretary of
state shall immediately issue a certificate of involuntary
dissolution. The secretary of state shall send the original
certificate to the registered office of the corporation and file
a copy in the office of the secretary of state. The secretary
of state shall annually inform the attorney general of the
methods by which the names of corporations dissolved under this
section during the previous year may be determined. A
corporation dissolved under this section is not entitled to the
benefits of section 317A.781, subdivision 1.
Subd. 2. [ATTORNEY GENERAL POWERS CONTINUED.] A
corporation dissolved under this section 317A.823 continues for
three years after the dissolution date for the sole purpose of
supervision, investigation, and other actions by the attorney
general under sections 8.31 and 501B.40 and 501B.41.
Subd. 3 2. [REINSTATEMENT.] A corporation dissolved under
section 317A.823 may, within one year of the date of the
statutory dissolution, retroactively reinstate its corporate
existence by filing a single annual registration and paying a
$25 fee. Filing the annual registration with the secretary of
state:
(1) returns the corporation to active status as of the date
of the statutory dissolution;
(2) validates contracts or other acts within the authority
of the articles, and the corporation is liable for those
contracts or acts; and
(3) restores to the corporation all assets and rights of
the corporation and its members to the extent they were held by
the corporation and its members before the statutory dissolution
occurred, except to the extent that assets or rights were
affected by acts occurring after the dissolution or sold or
otherwise distributed after that time.
Sec. 12. Minnesota Statutes 1998, section 318.02, is
amended by adding a subdivision to read:
Subd. 6. [NON-MINNESOTA TRUSTS.] An association organized
under the laws of another state may register by using the
process described in subdivision 1. The registration must be
accompanied by a certificate from a state authenticating the
prior registration of the association in that state. The
Minnesota registration does not create a new association and the
association continues to be governed by the laws of the state of
prior registration with respect to internal governance.
Amendments to a declaration of trust will also follow the
process described in subdivision 1. The fees stated in
subdivision 1 apply to these transactions.
Sec. 13. Minnesota Statutes 1998, section 322B.960, is
amended to read:
322B.960 [BIENNIAL ANNUAL REGISTRATION.]
Subdivision 1. [INFORMATION REQUIRED ANNUAL REGISTRATION
FORM.] Starting January 1, 1995, a limited liability company,
whether domestic or foreign, shall once every other year file
with the secretary of state a registration containing:
(a) the name of the limited liability company;
(b) the alternate name, if any, a foreign limited liability
company has adopted for use in this state;
(c) the address of its registered office;
(d) the name of its registered agent, if any;
(e) the jurisdiction of organization; and
(f) the name and business address of the manager or other
person exercising the principal functions of the chief manager
of the limited liability company. Each calendar year beginning
in the calendar year following the calendar year in which a
limited liability company files articles of organization, the
secretary of state must mail by first class mail an annual
registration form to the registered office of each limited
liability company as shown on the records of the secretary of
state. The form must include the following notice:
"NOTICE: Failure to file this form by December 31 of this
year will result in the dissolution of this limited liability
company without further notice from the secretary of state,
pursuant to Minnesota Statutes, section 322B.960."
Subd. 2. [DUE DATE FOR FILING INFORMATION REQUIRED.] A
registration is due two years from: (1) the date the limited
liability company is formed or registered with the secretary of
state; or (2) the date of the last registration. The biennial
registration will be due on or before the anniversary date of
formation or registration in Minnesota. The secretary of state
shall mail a registration form to each limited liability company
no less than 90 days before the registration is due. The
registration form must be sent to the last registered office
address filed with the secretary of state. A domestic or
foreign limited liability company must file with the secretary
of state a registration by December 31 each calendar year
beginning in the calendar year following the calendar year in
which the limited liability company formed containing:
(1) the name of the limited liability company or the name
under which a foreign limited liability company has registered
in this state;
(2) the address of its principal executive office, if
different from the registered address;
(3) the address of its registered office;
(4) the name of its registered agent, if any;
(5) the state or jurisdiction of organization; and
(6) the name and business address of the manager or other
person exercising the principal functions of the chief manager
of the limited liability company.
Subd. 3. [AMENDMENTS ON REGISTRATION FORM.] A domestic
limited liability company which needs to amend its name,
registered office address, or registered agent may make these
amendments on the biennial annual registration form. If an
amendment is made on the biennial annual registration form, it
must be signed by an authorized person. The fee listed in
section 322B.175 applies to these amendments.
Subd. 4. [LOSS OF GOOD STANDING.] A limited liability
company that fails to file a registration pursuant to the
requirements of subdivision 1 loses its good standing in this
state. The limited liability company may regain its good
standing in this state by filing a single annual registration
and paying a $50 fee.
Subd. 5. [ADMINISTRATIVE TERMINATION PENALTY.] (a) If A
domestic limited liability company that has not filed a
registration during a reporting period pursuant to the
requirements of subdivision 3, the secretary of state shall
notify the limited liability company that it will be is
administratively terminated if the biennial registration is not
filed by the due date of the next registration. This notice
must be sent to the limited liability company at its registered
office address of record as part of the registration form. If
the limited liability company does not file the biennial
registration by the due date, the secretary of state shall
administratively terminate the existence of the limited
liability company. The secretary of state shall issue a
certificate of administrative termination which shall must be
sent to the limited liability company at its registered office
address filed in the office of the secretary of state. A copy
of the certificate must be filed with the secretary of
state. The secretary of state must also make available in an
electronic format the names of the terminated limited liability
companies.
(b) If A non-Minnesota limited liability company that has
not filed a registration during a reporting period pursuant to
the requirements of subdivision 3, the secretary of state shall
notify the limited liability company that shall have its
authority to do business in Minnesota will be revoked if the
biennial registration is not filed by the due date of the next
registration. This notice must be sent to the limited liability
company at its registered office address of record as part of
the registration form. If the limited liability company does
not file the biennial registration by the due date, the
secretary of state shall revoke the authority of the limited
liability company to do business in Minnesota. The secretary of
state shall must issue a certificate of revocation which shall
must be sent to the limited liability company at its registered
office address filed in the office of the secretary of state. A
copy of the certificate must be filed with the secretary of
state. The secretary of state must also make available in an
electronic format the names of the revoked non-Minnesota limited
liability companies.
Subd. 6 5. [REINSTATEMENT.] If a limited liability company
is administratively terminated or has its authority to do
business in Minnesota revoked, it may retroactively reinstate
its existence or authority to do business by filing a single
biennial annual registration and paying a $50 $25 fee but only
within one year of the date of the termination or revocation.
(a) For a domestic limited liability company, filing the
biennial annual registration with the secretary of state:
(1) returns the limited liability company to active status
as of the date of the administrative termination;
(2) validates contracts or other acts within the authority
of the articles, and the limited liability company is liable for
those contracts or acts; and
(3) restores to the limited liability company all assets
and rights of the limited liability company and its members to
the extent they were held by the limited liability company and
its members before the administrative termination occurred,
except to the extent that assets or rights were affected by acts
occurring after the termination, sold, or otherwise distributed
after that time.
(b) For a non-Minnesota limited liability company, filing
the biennial annual registration restores the limited liability
company's ability to do business in Minnesota and the rights and
privileges which accompany that authority.
Sec. 14. Minnesota Statutes 1998, section 323A.10-03, is
amended to read:
323A.10-03 [ANNUAL REGISTRATION.]
(a) Each calendar year beginning in the calendar year
following the calendar year in which a partnership files a
statement of qualification or in which a foreign partnership
becomes authorized to transact business in this state, the
secretary of state must mail by first class mail an annual
registration form to the street address of the partnership's
chief executive office, if located in Minnesota, the office in
this state, if the chief executive office is not located in
Minnesota, or address of the registered agent of the partnership
as shown on the records of the secretary of state when the chief
executive office is not located in Minnesota and no other
Minnesota office exists. The form must include the following
notice:
"NOTICE: Failure to file this form by December 31 of this
year will result in the revocation of the statement of
qualification of this limited liability partnership without
further notice from the secretary of state pursuant to Minnesota
Statutes, section 323A.10-03, subsection (d)."
(b) A limited liability partnership, and a foreign limited
liability partnership authorized to transact business in this
state, shall file an annual registration in the office of the
secretary of state which contains:
(1) the name of the limited liability partnership and the
state or other jurisdiction under whose laws the foreign limited
liability partnership is formed;
(2) the street address, including the zip code, of the
partnership's chief executive office and, if different, the
street address, including the zip code, of an office of the
partnership in this state, if any; and
(3) if the partnership does not have an office in this
state, the name and street address, including the zip code, of
the partnership's current agent for service of process.
(b) (c) An annual registration must be filed once each
calendar year beginning in the year following the calendar year
in which a partnership files a statement of qualification or a
foreign partnership becomes authorized to transact business in
this state.
(c) (d) The secretary of state will must revoke the
statement of qualification of a partnership that fails to file
an annual registration when due or pay the required filing fee.
To do so, the secretary of state shall provide the partnership
60 days' written notice of intent to revoke the statement. The
notice must be mailed to the partnership at its chief executive
office set forth in the last filed statement of qualification or
annual registration. The notice must specify the annual
registration that has not been filed, the fee that has not been
paid, and the effective date of the revocation. The revocation
is not effective if the annual registration is filed and the fee
is paid before the effective date of the revocation. The
secretary of state must issue a certificate of revocation which
must be filed in the office of the secretary of state. The
secretary of state must also make available in an electronic
format the names of the revoked limited liability companies.
(d) (e) A revocation under subsection (c) (d) only affects
a partnership's status as a limited liability partnership and is
not an event of dissolution of the partnership.
(e) (f) A partnership whose statement of qualification has
been revoked may apply to the secretary of state for
reinstatement within one year after the effective date of the
revocation. A partnership must file an annual registration to
apply for reinstatement and pay a reinstatement fee of $135.
(f) (g) A reinstatement under subsection (e) (f) relates
back to and takes effect as of the effective date of the
revocation, and the partnership's status as a limited liability
partnership continues as if the revocation had never occurred.
Sec. 15. Minnesota Statutes 1999 Supplement, section
325K.05, subdivision 1, is amended to read:
Subdivision 1. [LICENSE CONDITIONS.] To obtain or retain a
license, a certification authority must:
(1) be the subscriber of a certificate issued by the
secretary and published in a recognized repository;
(2) employ as operative personnel only persons who have not
been convicted within the past 15 years of a felony or a crime
involving fraud, false statement, or deception;
(3) employ as operative personnel only persons who have
demonstrated knowledge and proficiency in following the
requirements of this chapter;
(4) file with the secretary a suitable guaranty, unless the
certification authority is a department, office, or official of
a federal, state, city, or county governmental entity that is
self-insured;
(5) use a trustworthy system, including a secure means for
limiting access to its private key;
(6) present proof to the secretary of having working
capital reasonably sufficient, according to rules adopted by the
secretary, to enable the applicant to conduct business as a
certification authority;
(7) register its business organization with the secretary,
unless the applicant is a governmental entity or is otherwise
prohibited from registering;
(8) require a potential subscriber to appear in person
before the certification authority, or an agent of the
certification authority, to prove the subscriber's identity
before a certificate is issued to the subscriber; and
(9) comply with all further licensing requirements
established by rule by the secretary.
The secretary may, by rule, establish standards by which the
in-person registration required in clause (8) may be waived.
Sec. 16. Minnesota Statutes 1998, section 325K.07,
subdivision 3, is amended to read:
Subd. 3. [CIVIL PENALTY.] The secretary may by order
impose and collect a civil monetary penalty against a licensed
certification authority for a violation of this chapter in an
amount not to exceed $5,000 per incident, or 90 percent of the
recommended reliance limit of a material certificate, whichever
is less. In case of a violation continuing for more than one
day, each day is considered a separate incident. The secretary
may adopt rules setting the standards governing the
determination of the penalty amounts.
Sec. 17. Minnesota Statutes 1998, section 325K.10,
subdivision 1, is amended to read:
Subdivision 1. [CONDITIONS.] A licensed certification
authority may issue a certificate to a subscriber only after all
of the following conditions are satisfied:
(1) the certification authority has received a request for
issuance signed by the prospective subscriber; and
(2) the prospective subscriber or the prospective
subscriber's duly authorized agent must appear before the
licensed certification authority to present the request; and
(3) the certification authority has confirmed that:
(i) the prospective subscriber is the person to be listed
in the certificate to be issued;
(ii) if the prospective subscriber is acting through one or
more agents, the subscriber duly authorized each agent to have
custody of the subscriber's private key and to request issuance
of a certificate listing the corresponding public key;
(iii) the information in the certificate to be issued is
accurate;
(iv) the prospective subscriber rightfully holds the
private key corresponding to the public key to be listed in the
certificate;
(v) the prospective subscriber holds a private key capable
of creating a digital signature;
(vi) the public key to be listed in the certificate can be
used to verify a digital signature affixed by the private key
held by the prospective subscriber; and
(vii) the certificate provides information sufficient to
locate or identify one or more repositories in which
notification of the revocation or suspension of the certificate
will be listed if the certificate is suspended or revoked.
The requirements of this subdivision may not be waived or
disclaimed by either the licensed certification authority, the
subscriber, or both.
Sec. 18. Minnesota Statutes 1998, section 325K.10,
subdivision 2, is amended to read:
Subd. 2. [PUBLICATION.] If the subscriber accepts the
issued certificate, the licensed certification authority shall
publish a signed copy of the certificate in a recognized
repository, as the certification authority and the subscriber
named in the certificate may agree, unless a contract between
the certification authority and the subscriber provides
otherwise. If the subscriber does not accept the certificate, a
licensed certification authority shall not publish it, or shall
cancel its publication if the certificate has already been
published.
Sec. 19. Minnesota Statutes 1998, section 325K.18,
subdivision 3, is amended to read:
Subd. 3. [QUALIFIED RIGHT TO PAYMENT.] (a) To recover a
qualified right to payment against a surety or issuer of a
suitable guaranty, the claimant must:
(1) file written notice of the claim with the secretary
issuer of the suitable guarantee stating the name and address of
the claimant, the amount claimed, and the grounds for the
qualified right to payment, and any other information required
by rule by the secretary; and
(2) append to the notice a certified copy of the judgment
on which the qualified right to payment is based.
(b) Recovery of a qualified right to payment from the
proceeds of the suitable guaranty is barred unless the claimant
substantially complies with this subdivision.
Sec. 20. Minnesota Statutes 1998, section 325K.19, is
amended to read:
325K.19 [SATISFACTION OF SIGNATURE REQUIREMENTS.]
(a) Where a rule of law requires a signature, or provides
for certain consequences in the absence of a signature, that
rule is satisfied by a digital signature, if:
(1)(i) the digital signature is that of a public or local
official as defined in section 10A.01, subdivisions 22 and 35,
on government records described in section 15.17; or
(ii) no party affected by a digital signature objects to
the use of digital signatures in lieu of a signature, and the
objection may be evidenced by refusal to provide or accept a
digital signature;
(2) that digital signature is verified by reference to the
public key listed in a valid certificate issued by a licensed
certification authority;
(3) that digital signature was affixed by the signer with
the intention of signing the message and after the signer has
had an opportunity to review items being signed; and
(4) the recipient has no knowledge or notice that the
signer either:
(i) breached a duty as a subscriber; or
(ii) does not rightfully hold the private key used to affix
the digital signature.
(b) However, nothing in this chapter precludes a mark from
being valid as a signature under other applicable law.
Sec. 21. Minnesota Statutes 1998, section 325K.23, is
amended to read:
325K.23 [CERTIFICATE AS ACKNOWLEDGMENT ACKNOWLEDGMENTS.]
Subdivision 1. [CERTIFICATES.] Unless otherwise provided
by law or contract, a certificate issued by a licensed
certification authority is satisfies the requirement for an
acknowledgment pursuant to section 358.41 of a digital signature
verified by reference to the public key listed in the
certificate, regardless of whether words of an express
acknowledgment appear with the digital signature and regardless
of whether the signer physically appeared before the
certification authority when the digital signature was created,
if that digital signature is:
(1) verifiable by that certificate; and
(2) affixed when that certificate was valid.
Subd. 2. [DIGITAL SIGNATURES.] If the digital signature is
used as an acknowledgment, then the certification authority is
responsible to the same extent as a notary up to any limit on
liability stated in the certification authority's certification
practice statement for failure to satisfy the requirements for
an acknowledgment. The certification authority may not disclaim
or limit, other than as provided in section 325K.17, the effect
of this section.
Sec. 22. Minnesota Statutes 1999 Supplement, 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 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, and access by law enforcement personnel, acting
in an official capacity, will be without charge. 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 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 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.
Sec. 23. [REPEALER.]
Minnesota Statutes 1998, sections 303.07, subdivision 2;
303.14, subdivisions 3, 4, and 5; and 322B.960, subdivision 3,
are repealed.
Sec. 24. [EFFECTIVE DATE.]
Sections 5, 6, 7, 10, 11, 13, and 14 are effective January
1, 2001.
Presented to the governor April 11, 2000
Signed by the governor April 14, 2000, 2:54 p.m.
Official Publication of the State of Minnesota
Revisor of Statutes