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 theOffice of the Secretary of Statedepartment 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 feeof $10.Sec. 2. Minnesota Statutes 2002, section 302A.821, subdivision 1, is amended to read: Subdivision 1. [ANNUAL REGISTRATIONFORM.] (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 statemust mailby first class mail an annual registration form to theregistered office of each corporation as shown on the records ofthe secretary of state. The form must include the followingnotice:"NOTICE: Failure to file this form by December 31 of thisyear will result in this corporation losing its good standingwithout 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.]Adomestic corporation shall file with the secretary of state aregistration by December 31 each calendar year containingThe 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 forthreetwo 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 sendby forwardable UnitedStates mailnotice to theregistered office of thecorporationapostcard notifying the corporationthat the corporationwill behas been dissolvedif no registration is filed withand that the corporation may be reinstated by filing a registration and a $25 feepursuant to this section by the beginning of the followingcalendar 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 oneyear 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 oneyear 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 statemust mail byfirst class mail an annual registration form to the registeredoffice of each corporation as shown on the records of thesecretary of state. The form must include the following notice:"NOTICE: Failure to file this form by December 31 of thisyear will result in the dissolution of this corporation withoutfurther notice from the secretary of state, pursuant toMinnesota 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 ofstate a(c) The registrationby December 31 of each calendaryear containingmust 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 statemust mail by first class mailan annual registration form to the registered office of eachlimited liability company as shown on the records of thesecretary of state. The form must include the following notice:"NOTICE: Failure to file this form by December 31 of thisyear will result in the termination or revocation of thislimited liability company without further notice from thesecretary of state, pursuant to Minnesota Statutes, section322B.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 orforeign limited liability company must file with the secretaryof state a registration by December 31 each calendar yearbeginning in the calendar year following the calendar year inwhich the limited liability company formed containingThe 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 feebut only within oneyear 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 generaland filedwith the secretary of statebefore the invention developer renders, offers to render, or advertises invention development services in this state. Thesecretary of stateattorney 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 thesecretary of statecommissioner 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 thesecretary of stateDepartment 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.Theauditor shall, not later than the 15th day of the followingmonth, transmit a copy of the license to the secretary of statetogether with $10 of the fee, which shall be deposited in thegeneral 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.Thesecretary of state shall prescribe a numbering system for suchlicenses, which shall be applied to all current licenses on orbefore September 1, 1969, and which shall provide a number foreach license different from all others in the state, which shallbe retained from year to year by each such licensee who shallreapply. The secretary of state shall notify each countyauditor as to numbers assigned, the county auditor shall recordthe same and notify each licensee, and shall assign a number toeach 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 thesecretary 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. [CERTIFICATIONTO SECRETARY OF STATE.] The clerk or recorder must certify results of a referendum held under this sectionto the secretary of statewithin 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. Thecommissioner of commerce shall performall duties necessary to appoint and commission notaries publicunder this section on the governor's behalfgovernor 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 governoror thecommissioner 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 thecommissionersecretary 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 thecommissionersecretary of state, a nonrefundable fee of $40. (b) All fees shall be retained by thecommissionersecretary 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 thecommissionersecretary 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 thesecretary ofstate of Minnesotaboard 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