Minnesota Session Laws - 2001, Regular Session

                            CHAPTER 64-H.F.No. 1889 
                  An act relating to filings with the secretary of 
                  state; providing for the orderly revocation of 
                  delinquent foreign corporations; regulating certain 
                  transition issues under the Uniform Partnership Act of 
                  1994; amending Minnesota Statutes 2000, sections 
                  303.17, subdivisions 2, 3, 4; 323A.12-02. 
        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
           Section 1.  Minnesota Statutes 2000, section 303.17, 
        subdivision 2, is amended to read: 
           Subd. 2.  [NOTICE TO CORPORATION.] On finding that any a 
        default has occurred under subdivision 1, clauses (1) to (3) or 
        (5), the secretary of state shall give notice by mail to the 
        corporation, at its registered office in this state, that the 
        default exists and that its certificate of authority will be 
        revoked unless the default shall be cured within 30 days after 
        the mailing of the notice. 
           Sec. 2.  Minnesota Statutes 2000, section 303.17, 
        subdivision 3, is amended to read: 
           Subd. 3.  [REVOCATION AFTER 30 DAYS.] (a) The secretary of 
        state shall revoke the certificate of authority of such a 
        corporation to do business in this state if such default shall 
        not be cured with such period of 30 days; provided, that for 
        good cause shown the secretary of state may enlarge the period 
        from time to time, but the aggregate of such enlargements shall 
        not exceed 180 days or the period of any applicable extension 
        granted by the department of revenue of time for filing the 
        income tax return of the corporation, whichever is greater that 
        is in default under subdivision 1, clause (4), for failure to 
        file an annual registration form under section 303.14. 
           (b) The secretary of state shall revoke the certificate of 
        authority of a corporation that is in default under subdivision 
        1, clauses (1) to (3) or (5), if the default is not cured within 
        30 days after mailing the notice under subdivision 2; provided 
        that for good cause shown the secretary of state may extend the 
        30-day period from time to time, but in no event may the 
        aggregate of all extensions granted exceed 180 days or the 
        period of time of any applicable extension granted by the 
        department of revenue for filing the income tax return of the 
        corporation, whichever is greater. 
           Sec. 3.  Minnesota Statutes 2000, section 303.17, 
        subdivision 4, is amended to read: 
           Subd. 4.  [CERTIFICATE OF REVOCATION.] (a) Upon revoking 
        the certificate of authority of a corporation because of a 
        default under subdivision 1, clauses (1) to (3) or (5), the 
        secretary of state shall: 
           (1) issue a certificate of revocation; and 
           (2) mail to the corporation, at its registered office in 
        this state, a notice of the revocation. 
           (b) Upon revoking the certificate of authority of a 
        corporation because of a default under subdivision 1, clause 
        (4), the secretary of state shall issue a certificate of 
        revocation, and the certificate must be filed in the office of 
        the secretary of state.  No further notice to the corporation is 
        required.  
           (c) The secretary of state shall annually inform the 
        attorney general and the commissioner of revenue of the methods 
        by which the names of corporations revoked under this section 
        during the preceding year may be determined.  The secretary of 
        state shall also make the names of the revoked corporations 
        available in an electronic format. 
           Sec. 4.  Minnesota Statutes 2000, section 323A.12-02, is 
        amended to read: 
           323A.12-02 [APPLICABILITY.] 
           (a) Before January 1, 2002, chapter 323A governs only a 
        partnership formed: 
           (1) after January 1, 1999, unless that partnership is 
        continuing the business of a dissolved partnership under section 
        323.40; and 
           (2) before January 1, 1999, that elects, as provided by 
        subsection (c), to be governed by chapter 323A. 
           (b) On and after January 1, 2002, chapter 323A governs all 
        partnerships. 
           (c) Before January 1, 2002, a partnership voluntarily may 
        elect, in the manner provided in its partnership agreement or by 
        law for amending the partnership agreement, to be governed by 
        chapter 323A.  The Before January 1, 2002, provisions of chapter 
        323A relating to the liability of the partnership's partners to 
        third parties apply to limit those partners' liability to a 
        third party who had done business with the partnership within 
        one year preceding the partnership's election to be governed by 
        chapter 323A, only if the third party knows or has received a 
        notification of the partnership's election to be governed by 
        chapter 323A. 
           Sec. 5.  [STATEMENT OF QUALIFICATION; GENERAL PARTNERSHIP 
        GOVERNED BY CHAPTER 323.] 
           After August 31, 2001, and before January 1, 2002, a 
        general partnership governed by Minnesota Statutes, chapter 323, 
        may file a statement of qualification as provided by Minnesota 
        Statutes, section 323A.10-01, to be effective January 1, 2002.  
        A statement of qualification filed pursuant to this section: 
           (1) is not an election under Minnesota Statutes, section 
        323A.12-02, paragraph (c), to be governed by Minnesota Statutes, 
        chapter 323A; 
           (2) has the same effect as a statement of qualification 
        filed by a partnership which on the date of filing is governed 
        by Minnesota Statutes, chapter 323A, except that the statement 
        filed pursuant to this section takes effect on January 1, 2002; 
        and 
           (3) must include the following, clearly and conspicuously 
        stated:  "This statement of qualification is filed pursuant to 
        section 5 of this act, is not an election under Minnesota 
        Statutes, section 323A.12-02, paragraph (c), to be governed by 
        Minnesota Statutes, chapter 323A, and is to take effect on 
        January 1, 2002, when by operation of law, Minnesota Statutes, 
        chapter 323A, will govern the partnership that is filing this 
        statement." 
           Presented to the governor April 27, 2001 
           Signed by the governor April 30, 2001, 2:55 p.m.