Office of the Revisor of Statutes
Minnesota Session Laws - 2004, Regular Session
Key: (1) language to be deleted (2) new language
CHAPTER 251-S.F.No. 1836
An act relating to state government; the Office of the
Secretary of State; simplifying filing procedures;
eliminating certain filing requirements; regulating
notary appointments and commissions; appropriating
money; amending Minnesota Statutes 2002, sections
184.30; 302A.821, subdivisions 1, 2, 4; 308A.995,
subdivision 5; 317A.823, subdivision 1; 322B.960,
subdivisions 1, 2, 5; 325A.06, subdivision 1; 326.40,
subdivision 2; 326.48, subdivision 3; 330.01,
subdivision 1; 330.08; 330.09; 336.9-525; 340A.416,
subdivision 4; 359.01; 359.071; 398.10; Minnesota
Statutes 2003 Supplement, section 308B.121,
subdivision 5.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
Section 1. Minnesota Statutes 2002, section 184.30, is
amended to read:
184.30 [BONDS.]
Subdivision 1. Every application for an employment
agency's license must be accompanied by a surety bond approved
by the department in the amount of $10,000 for each location.
The bond must be filed in the Office of the Secretary of State
department and conditioned that the employment agency and each
member, shareholder, director, or officer of a firm,
partnership, corporation, or association operating as an
employment agency will comply with the provisions of sections
184.21 to 184.40 and any contract made by the employment agent
in the conduct of the business. A person damaged by a breach of
any condition of the bond may bring an action on the bond, and
successive actions may be maintained on it.
Subd. 2. The secretary of state shall be paid a filing fee
of $10.
Sec. 2. Minnesota Statutes 2002, section 302A.821,
subdivision 1, is amended to read:
Subdivision 1. [ANNUAL REGISTRATION FORM.] (a) The
secretary of state must send annually to each corporation at the
registered office of the corporation a postcard notice
announcing the need to file the annual registration and
informing the corporation that the annual registration may be
filed on-line and that paper filings may also be made, and
informing the corporation that failing to file the annual
registration will result in an administrative dissolution of the
corporation.
(b) Each calendar year beginning in the calendar year
following the calendar year in which a corporation incorporates,
the corporation must file with 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." by December
31 of each calendar year a registration containing the
information listed in subdivision 2.
Sec. 3. Minnesota Statutes 2002, section 302A.821,
subdivision 2, is amended to read:
Subd. 2. [INFORMATION REQUIRED; MANNER OF FILING.] A
domestic corporation shall file with the secretary of state a
registration by December 31 each calendar year containing The
registration must include:
(a) (1) the name of the corporation;
(b) (2) the address of its principal executive office, if
different from the registered office address;
(c) (3) the address of its registered office and the name
of the registered agent, if any;
(d) (4) the state of incorporation; and
(e) (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. 4. Minnesota Statutes 2002, section 302A.821,
subdivision 4, is amended to read:
Subd. 4. [PENALTY; REINSTATEMENT.] (a) A corporation that
has failed to file a registration pursuant to the requirements
of subdivision 2 must be dissolved by the secretary of state as
described in paragraph (b).
(b) If the corporation has not filed the registration for
three two consecutive calendar years, the secretary of
state must issue a certificate of administrative dissolution and
the certificate must be filed in the Office of the Secretary of
State. The secretary of state shall send by forwardable United
States mail notice to the registered office of the corporation a
postcard notifying the corporation that the corporation will be
has been dissolved if no registration is filed with and that the
corporation may be reinstated by filing a registration and a $25
fee pursuant to this section by the beginning of the following
calendar year. The notice must be given by United States mail
unless the company has indicated to the secretary of state that
they are willing to receive notice by electronic notification,
in which case the secretary of state may give notice by mail or
the indicated means. 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.
(c) After administrative dissolution, filing a registration
and the $25 fee with the secretary of state:
(1) returns the corporation to good standing as of the date
of the 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 to the extent they were held by the corporation
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. 5. Minnesota Statutes 2002, section 308A.995,
subdivision 5, is amended to read:
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. 6. Minnesota Statutes 2003 Supplement, section
308B.121, subdivision 5, is amended to read:
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. 7. Minnesota Statutes 2002, section 317A.823,
subdivision 1, is amended to read:
Subdivision 1. [ANNUAL REGISTRATION.] (a) The secretary of
state must send annually to each corporation at the registered
office of the corporation a postcard notice announcing the need
to file the annual registration and informing the corporation
that the annual registration may be filed on-line and that paper
filings may also be made, and informing the corporation that
failing to file the annual registration will result in an
administrative dissolution of the corporation.
(b) Except for corporations to which paragraph (c) (d)
applies, each calendar year beginning in the calendar year
following the calendar year in which a corporation incorporates,
a corporation must file with 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 dissolution of this corporation without
further notice from the secretary of state, pursuant to
Minnesota Statutes, section 317A.823, subdivision 2, paragraph
(b)." by December 31 of each calendar year a registration
containing the information listed in paragraph (c).
(b) A nonprofit corporation must file with the secretary of
state a (c) The registration by December 31 of each calendar
year containing must include:
(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) (d) 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.
Sec. 8. Minnesota Statutes 2002, section 322B.960,
subdivision 1, is amended to read:
Subdivision 1. [ANNUAL REGISTRATION FORM.] (a) The
secretary of state must send annually to each limited liability
company at the registered office of the corporation a postcard
notice announcing the need to file the annual registration and
informing the limited liability company that the annual
registration may be filed on-line and that paper filings may
also be made, and informing the limited liability company that
failing to file the annual registration will result in an
administrative termination of the limited liability company.
(b) Each calendar year beginning in the calendar year
following the calendar year in which a limited liability company
files articles of organization, a limited liability company must
file with 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 termination or revocation of this
limited liability company without further notice from the
secretary of state, pursuant to Minnesota Statutes, section
322B.960." by December 31 of each calendar year a registration
containing the information listed in subdivision 2.
Sec. 9. Minnesota Statutes 2002, section 322B.960,
subdivision 2, is amended to read:
Subd. 2. [INFORMATION REQUIRED; FEES.] 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 The
registration must include:
(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.
Sec. 10. Minnesota Statutes 2002, section 322B.960,
subdivision 5, is amended to read:
Subd. 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
annual registration and paying a $25 fee but only within one
year of the date of the termination or revocation.
(a) For a domestic limited liability company, filing the
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 annual registration restores the limited liability company's
ability to do business in Minnesota and the rights and
privileges which accompany that authority.
Sec. 11. Minnesota Statutes 2002, section 325A.06,
subdivision 1, is amended to read:
Subdivision 1. Every invention developer rendering,
offering to render, or advertising invention development
services in this state shall maintain a continuous corporate
surety bond issued by a surety admitted to do business in this
state, and equal to either ten percent of the invention
developer's gross income from the invention development business
in this state during the invention developer's preceding fiscal
year, or $50,000, whichever is larger. A copy of the bond shall
be approved by and filed with the attorney general and filed
with the secretary of state before the invention developer
renders, offers to render, or advertises invention development
services in this state. The secretary of state attorney general
shall maintain a list of all outstanding bonds filed under this
subdivision. The invention developer shall have 90 days after
the end of each fiscal year within which to change the bond as
may be necessary to conform to the requirements of this
subdivision.
Sec. 12. Minnesota Statutes 2002, section 326.40,
subdivision 2, is amended to read:
Subd. 2. [BOND; INSURANCE.] Any person contracting to do
plumbing work must give bond to the state in the amount of
$25,000 for all work entered into within the state. The bond
shall be for the benefit of persons injured or suffering
financial loss by reason of failure to comply with the
requirements of the Plumbing Code. A bond given to the state
shall be filed with the secretary of state commissioner of
health and shall be in lieu of all other bonds to any political
subdivision required for plumbing work. The bond shall be
written by a corporate surety licensed to do business in the
state.
In addition, each applicant for a master plumber license or
renewal thereof, may provide evidence of public liability
insurance, including products liability insurance with limits of
at least $50,000 per person and $100,000 per occurrence and
property damage insurance with limits of at least $10,000. The
insurance shall be written by an insurer licensed to do business
in the state of Minnesota and each licensed master plumber shall
maintain on file with the state commissioner of health a
certificate evidencing the insurance providing that the
insurance shall not be canceled without the insurer first giving
15 days written notice to the commissioner. The term of the
insurance shall be concurrent with the term of the license. The
certificate shall be in lieu of all other certificates required
by any political subdivision for licensing purposes.
Sec. 13. Minnesota Statutes 2002, section 326.48,
subdivision 3, is amended to read:
Subd. 3. [BOND.] The applicant for a high pressure piping
business license or renewal shall give bond to the state in the
total penal sum of $15,000 conditioned upon the faithful and
lawful performance of all work entered upon within the state.
The bond shall run to and be for the benefit of persons injured
or suffering financial loss by reason of failure of payment or
performance. Claims and actions on the bond may be brought
according to sections 574.26 to 574.38.
The term of the bond must be concurrent with the term of
the high pressure pipefitting business license and run without
interruption from the date of the issuance of the license to the
end of the calendar year. All high pressure pipefitting
business licenses must be annually renewed on a calendar year
basis.
The bond must be filed with the secretary of state
Department of Labor and Industry and shall be in lieu of any
other business license bonds required by any political
subdivision for high pressure pipefitting. The bond must be
written by a corporate surety licensed to do business in the
state.
Sec. 14. Minnesota Statutes 2002, section 330.01,
subdivision 1, is amended to read:
Subdivision 1. (a) The county auditor may license any
person having the qualifications specified in clause (b) of this
subdivision as an auctioneer. The license shall be issued by
the auditor and shall authorize the licensee to conduct the
business of an auctioneer in the state of Minnesota for the
period of one year. It shall be recorded by the auditor in a
book kept for that purpose. Before the license is issued the
applicant shall pay into the county treasury a fee of $20. The
auditor shall, not later than the 15th day of the following
month, transmit a copy of the license to the secretary of state
together with $10 of the fee, which shall be deposited in the
general fund.
(b) A natural person is qualified to be licensed as an
auctioneer if 18 years of age or over and a resident of the
county of application for at least six months immediately
preceding the date of application. No copartnership,
association or corporation may be licensed as an auctioneer.
However, nothing in this subdivision shall be construed as
preventing auctioneers who are duly licensed in accordance with
the provisions of this chapter, from combining in associations,
copartnerships, or corporations, provided that each and every
member of these associations or copartnerships and each and
every person or agent conducting auction sales on behalf of
these corporations is a duly licensed auctioneer as provided in
this chapter. Nothing herein shall be construed to apply to the
owner of property for at least six months selling it at an
auction.
Sec. 15. Minnesota Statutes 2002, section 330.08, is
amended to read:
330.08 [ADVERTISEMENTS.]
All advertisements of auction sales shall carry the name or
names, address or addresses, and the license number or numbers
of the auctioneer or auctioneers conducting said sales. The
secretary of state shall prescribe a numbering system for such
licenses, which shall be applied to all current licenses on or
before September 1, 1969, and which shall provide a number for
each license different from all others in the state, which shall
be retained from year to year by each such licensee who shall
reapply. The secretary of state shall notify each county
auditor as to numbers assigned, the county auditor shall record
the same and notify each licensee, and shall assign a number to
each new licensee as directed by the secretary of state. The
license number must be assigned by the county auditor and must
be a seven-digit number, the first two digits of which must be
the county number, the next two digits of which must be the last
two digits of the calendar year in which the license was issued
and the last three digits of which must start at 001 at the
beginning of each calendar year and indicate the order in which
the license was filed.
Sec. 16. Minnesota Statutes 2002, section 330.09, is
amended to read:
330.09 [NOTIFICATION OF CHANGE OF ADDRESS.]
Notice in writing shall be given to the auditor of the
county where licensed by each licensee of any change of address,
whereupon the auditor shall issue a duplicate license showing
the licensee's new address for which a fee of $3 shall be paid
into the county treasury. The auditor shall notify the
secretary of state of a change in address. A change of address,
without notification to the auditor, shall result in the
automatic cancellation of any license theretofore issued after
the expiration of 30 days from the date of such change of
address.
Sec. 17. Minnesota Statutes 2002, section 336.9-525, is
amended to read:
336.9-525 [FEES.]
(a) [INITIAL FINANCING STATEMENT OR OTHER RECORD: GENERAL
RULE.] Except as otherwise provided in subsection (d), the fee
for filing and indexing a record under this part delivered on
paper is $20 and for a record delivered by any electronic means
is $15.
(b) [NUMBER OF NAMES.] The number of names required to be
indexed does not affect the amount of the fee in subsection (a).
(c) [RESPONSE TO INFORMATION REQUEST.] The fee for
responding to a request for information from the filing office,
including for issuing a certificate showing whether there is on
file any financing statement naming a particular
debtor, delivered on paper is $20 and for a record delivered by
any electronic means is $15.
(d) [RECORD OF MORTGAGE.] This section does not require a
fee with respect to a record of a mortgage which is effective as
a financing statement filed as a fixture filing or as a
financing statement covering as-extracted collateral or timber
to be cut under section 336.9-502(c). However, the recording
and satisfaction fees that otherwise would be applicable to the
record of the mortgage apply.
Sec. 18. Minnesota Statutes 2002, section 340A.416,
subdivision 4, is amended to read:
Subd. 4. [CERTIFICATION TO SECRETARY OF STATE.] The clerk
or recorder must certify results of a referendum held under this
section to the secretary of state within ten days of the
election.
Sec. 19. Minnesota Statutes 2002, section 359.01, is
amended to read:
359.01 [COMMISSION.]
Subdivision 1. [RESIDENT NOTARIES.] The governor may
appoint and commission as notaries public, by and with the
advice and consent of the senate, as many citizens of this state
or resident aliens, over the age of 18 years, as the governor
considers necessary. The commissioner of commerce shall perform
all duties necessary to appoint and commission notaries public
under this section on the governor's behalf governor will
appoint and commission notaries public and the secretary of
state shall receive applications for appointments and
commissions, shall keep a register of those persons appointed
and commissioned as notaries public by the governor with the
advice and consent of the senate, shall update that register
when informed of a change in name and address by a notary
public, shall process applications by a notary public for
reappointment, shall receive fees for the performance of these
functions to be deposited into the general fund, and shall
perform those clerical and administrative duties associated with
these functions. The governor may also receive such
applications directly.
Subd. 2. [NONRESIDENT NOTARIES.] (a) The governor or the
commissioner of commerce, acting on the governor's behalf, by
and with the advice and consent of the senate, may appoint as
notary public a person who is not a resident of this state if:
(1) the person is a resident of Wisconsin, Iowa, North
Dakota, or South Dakota, and of a county that shares a boundary
with this state;
(2) the person designates the commissioner secretary of
state as agent for the service of process for all purposes
relating to notarial acts and for receipt of all correspondence
relating to notarial acts.
(b) The secretary of state shall receive applications for
nonresident notary appointments and commissions, shall keep a
register of those persons appointed and commissioned as notaries
public by the governor with the advice and consent of the
senate, shall update that register when informed of a change in
name and address by a notary public, shall process applications
by a notary public for reappointment, shall receive fees for the
performance of these functions to be deposited into the general
fund, and shall perform those clerical and administrative duties
associated with these functions. The governor may also receive
such applications directly.
Subd. 3. [FEES.] (a) When making application for a
commission the applicant must submit, along with the information
required by the commissioner secretary of state, a nonrefundable
fee of $40.
(b) All fees shall be retained by the commissioner
secretary of state and are nonreturnable, except that an
overpayment of a fee is the subject of a refund upon proper
application.
Sec. 20. Minnesota Statutes 2002, section 359.071, is
amended to read:
359.071 [CHANGE OF NAME OR ADDRESS.]
A notary shall notify the commissioner secretary of state
of any name or address change within 30 days of the change.
Sec. 21. Minnesota Statutes 2002, section 398.10, is
amended to read:
398.10 [PARK SUPERINTENDENT; EMPLOYEES.]
The board shall, by secret ballot, elect a park
superintendent to serve as the chief administrative officer of
the park district. Such election shall be for terms of not to
exceed two years and the superintendent shall serve at the
pleasure of the board. No person shall be elected
superintendent unless the person has had at least ten years
experience in business or in public administration, at least
five years of which shall have been in a responsible
administrative capacity and at least three years in the
administration of parks or recreation. The salary of the
superintendent shall be set by the board. The superintendent or
a designee shall serve as secretary to the board. The secretary
shall, promptly after selection, file with the secretary of
state of Minnesota board a bond in the penal sum of $10,000,
with good and sufficient sureties acceptable to the board of
park district commissioners.
The board shall have power to appoint such officers, agents
and employees as it deems necessary for the proper
administration of the district. The officers, agents and
employees shall perform such duties and receive such
compensation as the board may determine and shall be removable
at the pleasure of the board.
Sec. 22. [BASE BUDGET.]
The Department of Finance is instructed to include the
costs of assuming and operating the notary function, other than
enforcement costs which will remain with the commissioner of
commerce in the budget to be presented for fiscal year
2006-2007, as part of the base budget of the Office of the
Secretary of State.
Sec. 23. [EFFECTIVE DATE.]
Sections 2 to 10 are effective January 1, 2004. Sections
19 and 20 are effective July 1, 2005.
Presented to the governor May 18, 2004
Signed by the governor May 28, 2004, 8:15 a.m.
Official Publication of the State of Minnesota
Revisor of Statutes