Minnesota Session Laws - 2014, Regular Session

CHAPTER 283--H.F.No. 2989

An act

relating to business organizations; regulating certain filings, recordings, and registrations with the secretary of state;

amending Minnesota Statutes 2012, sections 49.215, subdivision 3; 321.0810; 323A.0903; 336A.01, subdivision 16; 336A.08, subdivision 4; 336A.11; 336A.13; repealing Minnesota Statutes 2012, sections 336A.031; 336A.08, subdivision 3.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

Section 1.

Minnesota Statutes 2012, section 49.215, subdivision 3, is amended to read:

Subd. 3.

Certificate of liquidation.

Upon compliance with the foregoing and upon filing with the commissioner an affidavit of the president and cashier or vice president conducting the duties of cashier of said financial institution that the provisions of subdivision 4 have been complied with and that all depositors and other creditors have been paid in full, or, if any dividends or any moneys set apart for the payment of claims remain unpaid and the places of residence of the depositors or other creditors are unknown to the persons making the affidavit, that sufficient funds have been turned over to the commissioner for payment into the state treasury to pay said depositors and other creditors, in the manner provided by subdivision 5, the commissioner shall issue a certificate of liquidation, and deleted text begin , deleted text end upon deleted text begin the filing for record of said certificate of liquidation in deleted text end deleted text begin the Office of the Secretary of State and deleted text end the recording in the office of the county recorder of the county of the principal place of business of such financial institution immediately prior to its voluntary liquidation, the liquidation of said financial institution shall be complete, and its corporate existence shall thereupon terminate.

Sec. 2.

Minnesota Statutes 2012, section 321.0810, is amended to read:

321.0810 REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION OR REVOCATION.

(a) A limited partnership that has been administratively dissolved or a foreign limited partnership that has had its certificate of authority revoked may reinstate after the effective date of dissolution.

new text begin (1) new text end To reinstate new text begin for failure to file the annual renewal new text end , the annual renewal required by section 5.34 must be delivered to the secretary of state for filing with the reinstatement fee of $25.

new text begin (2) To reinstate for failure to appoint a registered agent after a prior registered agent has resigned pursuant to section 321.0116, subdivision 1, when the limited partnership has filed all previously required annual renewals, the limited partnership may appoint a new agent meeting the requirements of section 5.36 by filing with the secretary of state an appointment signed by one or more of the general partners at the time of the administrative dissolution. new text end

new text begin (3) To reinstate for both a failure to file the annual renewal and appoint a new registered agent following the resignation of the registered agent, the limited partnership must comply with clauses (1) and (2). new text end

(b) If the secretary of state determines that an annual renewal contains the information required by subsection (a) and that the information is correct and is accompanied by the appropriate fee, the secretary of state shall file the renewal and reinstate the limited partnership or foreign limited partnership.

(c) When reinstatement becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution or revocation and the limited partnership may resume its activities as if the administrative dissolution or revocation had never occurred, except that for the purposes of section 321.0103(c) and (d) the reinstatement is effective only as of the date the reinstatement is filed.

Sec. 3.

Minnesota Statutes 2012, section 323A.0903, is amended to read:

323A.0903 CONVERSION OF LIMITED PARTNERSHIP TO PARTNERSHIP.

(a) A limited partnership may be converted to a partnership pursuant to this section.

(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.

(c) After the conversion is approved by the partners, the limited partnership shall deleted text begin cancel its certificate of limited partnership deleted text end new text begin file a statement of termination pursuant to section 321.0203 including a description of the conversion new text end .

(d) The conversion takes effect when the deleted text begin certificate of limited partnership is canceled deleted text end new text begin statement of termination is effective new text end .

(e) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in section 323A.0306, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.

Sec. 4.

Minnesota Statutes 2012, section 336A.01, subdivision 16, is amended to read:

Subd. 16.

Monthly list.

"Monthly list" means information about debtors, secured parties, lienholders, and farm products that is produced by the secretary of state and distributed once a month deleted text begin in the form of master or partial master lists deleted text end .

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective upon certification by the secretary of state that the United States Department of Agriculture, Grain Inspectors, Packers & Stockyards Administration has approved the Minnesota central notification system 2014 proposal. The secretary of state shall notify the revisor of statutes when federal certification is obtained. new text end

Sec. 5.

Minnesota Statutes 2012, section 336A.08, subdivision 4, is amended to read:

Subd. 4.

Distribution of deleted text begin master and partial deleted text end lists.

(a) The secretary of state shall maintain new text begin and distribute new text end the information on the effective financing statement master list new text begin to allow the buyer to sort new text end :

(1) by farm product arranged alphabetically by debtor; deleted text begin and deleted text end

(2) by farm product arranged numerically by the unique identifier assigned by the secretary of state to, and associated with, the Social Security number or tax identification number of the debtor deleted text begin . deleted text end new text begin ; and new text end

new text begin (3) by county arranged alphabetically by debtor. new text end

(b) deleted text begin The secretary of state shall maintain the information in the farm products statutory lien master list by county arranged alphabetically by debtor deleted text end new text begin Information in the farm products statutory lien master list must be included in the effective financing statement master list, subject to the sort options in paragraphs (a), clauses (1) and (3) new text end .

(c) The secretary of state shall distribute or make available the requested deleted text begin master and partial master deleted text end lists on a monthly basis to farm product dealers registered under section 336A.11. Lists will be distributed or made available on or before the tenth day of each month or on the next business day thereafter if the tenth day is not a business day.

(d) The secretary of state shall make the deleted text begin master and partial master deleted text end lists available as written or printed paper documents and deleted text begin may make lists available in other forms or media, including: deleted text end new text begin in an electronically transmitted medium. new text end

deleted text begin (1) any electronically transmitted medium; or deleted text end

deleted text begin (2) any form of digital media. deleted text end

(e) There shall be no fee for deleted text begin partial or master deleted text end lists distributed via an electronically transmitted medium. deleted text begin The annual fee for any other form of digital media is $200. deleted text end The annual fee for paper partial lists is $250 and $400 for paper master lists.

(f) A farm products dealer shall register pursuant to section 336A.11 deleted text begin by the last business day of the month deleted text end to receive the monthly lists requested by the farm products dealer deleted text begin for that month deleted text end new text begin starting with the lists created in the month following the month in which registration takes place new text end .

(g) If a registered farm products dealer receives a monthly list that cannot be read or is incomplete, the farm products dealer must immediately inform the secretary of state by telephone or e-mail of the problem. The registered farm products dealer shall confirm the existence of the problem by writing to the secretary of state. The secretary of state shall provide the registered farm products dealer with new monthly lists in the medium chosen by the registered farm products dealer no later than five business days after receipt of the oral notice from the registered farm products dealer. A registered farm products dealer is not considered to have received notice of the information on the monthly lists until the duplicate list is received from the secretary of state or until five days have passed since the duplicate lists were deposited in the mail new text begin or delivered electronically new text end by the secretary of state, whichever comes first.

(h) On receipt of a written notice pursuant to section 336A.13, the secretary of state shall duplicate the monthly lists requested by the registered farm products dealer. The duplicate monthly lists must be deleted text begin sent deleted text end new text begin deposited in the mail or delivered electronically new text end to the registered farm products dealer no later than five business days after receipt of the written notice from the registered farm products dealer.

(i) A registered farm products dealer may request monthly lists in one medium per registration.

(j) Registered farm products dealers must deleted text begin have renewed deleted text end new text begin renew new text end their registration deleted text begin before the first day of July each year deleted text end new text begin on or before the 12-month anniversary of their registration or subsequent 12-month anniversaries new text end . Failure to deleted text begin send in the registration before that date deleted text end new text begin renew new text end will result in the farm products dealer not receiving the deleted text begin requested deleted text end monthly lists.

(k) Registered farm products dealers deleted text begin choosing to obtain monthly lists via an electronically transmitted medium or in any form of digital media may choose to receive deleted text end new text begin will receive new text end all of the information for the monthly lists deleted text begin requested the first month and then only additions and deletions to the database for the remaining 11 months of the year. Following the first year of registration, the registered farm products dealer may choose to continue to receive one copy of the full monthly list at the beginning of each year or may choose to receive only additions and deletions deleted text end . new text begin New registrants shall receive monthly lists starting with the list created in the month following registration. new text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective upon certification by the secretary of state that the United States Department of Agriculture, Grain Inspectors, Packers & Stockyards Administration has approved the Minnesota central notification system 2014 proposal. The secretary of state shall notify the revisor of statutes when federal certification is obtained. new text end

Sec. 6.

Minnesota Statutes 2012, section 336A.11, is amended to read:

336A.11 REGISTRATION OF FARM PRODUCT DEALERS.

Subdivision 1.

Requirements.

Farm product dealers may register with the secretary of state to receive master lists of notices of security interests in farm products or farm products statutory liens. Registration must be made deleted text begin on an annual calendar year basis deleted text end new text begin for a 12-month period new text end . A registration is not complete until the new text begin online new text end registration deleted text begin form or format deleted text end new text begin process new text end is properly completed and deleted text begin received by the secretary of state and deleted text end accompanied by the registration fee. deleted text begin Registration entitles a farm product dealer to receive lists for those farm products specified by the registrant at the time of registration. deleted text end

Subd. 2.

Registration forms or format.

The secretary of state shall make registration forms or format available to farm product dealers. The registration form or format must include provisions for the name and address of the farm product dealer, new text begin including the e-mail address for list delivery, and new text end a request for the deleted text begin master or partial master lists, and the medium on which the farm product dealer desires to receive the master deleted text end list.

Subd. 3.

Registration fee.

The annual registration fee for farm product dealers is $25.

Subd. 4.

Record of registered farm product dealers.

The secretary of state shall maintain a record of the registered farm product dealers and deleted text begin the lists and deleted text end contents of the lists received by the registered farm product dealers for a period of five years after the lists are distributed.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective upon certification by the secretary of state that the United States Department of Agriculture, Grain Inspectors, Packers & Stockyards Administration has approved the Minnesota central notification system 2014 proposal. The secretary of state shall notify the revisor of statutes when federal certification is obtained. new text end

Sec. 7.

Minnesota Statutes 2012, section 336A.13, is amended to read:

336A.13 RECEIPT OF WRITTEN NOTICE.

For purposes of United States Code, title 7, section 1631, and this chapter, receipt of written notice means the date the notice is actually received by a farm product dealer or the first date that delivery is attempted by a carrier. deleted text begin A farm product dealer must act in good faith. deleted text end For a mailed notice, a farm product dealer is presumed to have received the notice by five business days after it was mailed unless by ten days after it was mailed the farm product dealer notifies the secretary of state in writing that it has not received the notice by that time. new text begin For a notice provided by electronic transmission or posting, a farm product dealer is presumed to have received the notice five business days after the list required to be distributed or made available by section 336A.08, subdivision 4, is posted on an electronic network or site accessible via the Internet, mobile application, computer, mobile device, tablet, or other electronic device, together with a separate notice of posting, which is provided by the secretary of state by electronic mail to the address at which the farm product dealer has consented to receive notice of posting. new text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective upon certification by the secretary of state that the United States Department of Agriculture, Grain Inspections, Packers and Stockyards Administration has approved the Minnesota central notification system 2014 proposal. The secretary of state shall notify the revisor of statutes when federal certification is obtained. new text end

Sec. 8.

new text begin REPEALER. new text end

new text begin Minnesota Statutes 2012, sections 336A.031; and 336A.08, subdivision 3, new text end new text begin are repealed. new text end

Presented to the governor May 16, 2014

Signed by the governor May 21, 2014, 10:16 a.m.