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Minnesota Legislature

Office of the Revisor of Statutes

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.