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Key: (1) language to be deleted (2) new language

                            CHAPTER 128-H.F.No. 399 
                  An act relating to business organizations; clarifying 
                  corporate authority with respect to rights to 
                  purchase; regulating filings and related matters; 
                  providing for service of process; amending Minnesota 
                  Statutes 1994, sections 5.22, subdivision 1; 48.185, 
                  subdivision 7; 79A.06, subdivision 5; 168.27, 
                  subdivision 19a; 221.67; 302A.115, subdivision 1; 
                  302A.121, subdivision 1; 302A.409, subdivision 3; 
                  302A.701; 302A.901, subdivision 1; 303.03; 303.06, 
                  subdivision 1; 303.13, subdivision 1; 303.14, 
                  subdivision 3; 308A.121, subdivision 1; 309.56, 
                  subdivision 1; 317A.115, subdivision 2; 317A.823, 
                  subdivision 1; 317A.901, subdivision 1; 319A.03; 
                  319A.06, subdivision 2; 322A.02; 322A.761; 322B.12, 
                  subdivision 1; 322B.80, subdivision 1; 322B.876, 
                  subdivision 1; 322B.955; 322B.960, subdivisions 1 and 
                  3; 323.02, by adding a subdivision; 323.44, 
                  subdivisions 2, 4, 5, and 6; 323.45, subdivisions 1 
                  and 5; 323.46; 323.47, subdivision 1; 325F.70, 
                  subdivision 2; 330.11, subdivision 3; 333.001; 333.01; 
                  333.055, subdivision 4; 333.21, subdivision 1; 
                  336.9-403; 336A.11, subdivision 2; 540.152; and 
                  543.08; proposing coding for new law in Minnesota 
                  Statutes, chapters 5; and 323; repealing Minnesota 
                  Statutes 1994, sections 302A.901, subdivisions 2, 2a, 
                  3, and 4; 303.13, subdivisions 2, 3, 4, and 5; 
                  317A.901, subdivisions 2, 3, and 4; 322B.876, 
                  subdivisions 2, 3, and 4; 322B.901; and 323.47, 
                  subdivisions 2, 3, and 4. 
        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
                                   ARTICLE 1
           Section 1.  [5.25] [SERVICE OF PROCESS.] 
           Subdivision 1.  [WHO MAY BE SERVED.] A process, notice, or 
        demand required or permitted by law to be served upon an entity 
        governed by chapter 221, 302A, 303, 317A, 322A, 322B, 323, 330, 
        540, or 543 may be served on:  (1) the registered agent, if any; 
        (2) if no agent has been appointed then on an officer, manager, 
        or partner of the entity; or (3) if no agent, officer, manager, 
        or partner can be found, on the secretary of state as provided 
        in this section. 
           Subd. 2.  [SERVICE ON MOTOR CARRIERS AND UNIONS, GROUPS, OR 
        ASSOCIATIONS.] When service of process is to be made on the 
        secretary of state according to section 221.67 or 540.152, the 
        procedure in this subdivision applies.  Service must be made by 
        filing the process, notice, or demand with the secretary of 
        state along with the payment of a fee of $35.  Within ten days 
        of the filing with the secretary of state, a copy of the 
        process, notice, or demand shall be sent to the defendant's last 
        known address by the person who caused it to be served on the 
        secretary of state. 
           Subd. 3.  [SERVICE ON CERTAIN BUSINESS ENTITIES; 
        AUCTIONEERS.] When service of process is to be made on the 
        secretary of state for entities governed by chapter 302A, 317A, 
        322A, 322B, 323, 330, or 543, the procedure in this subdivision 
        applies.  Service must be made by filing with the secretary of 
        state two copies of the process, notice, or demand along with 
        payment of a $35 fee. 
           Subd. 4.  [SERVICE ON FOREIGN CORPORATION.] (a) Service of 
        a process, notice, or demand may be made on a foreign 
        corporation authorized to transact business in this state by 
        delivering to and leaving with the secretary of state, or with 
        an authorized deputy or clerk in the secretary of state's 
        office, two copies of it and a fee of $50 in the following 
        circumstances:  (1) if the foreign corporation fails to appoint 
        or maintain in this state a registered agent upon whom service 
        of process may be had; (2) whenever a registered agent cannot be 
        found at its registered office in this state, as shown by the 
        return of the sheriff of the county in which the registered 
        office is situated, or by an affidavit of attempted service by a 
        person not a party; (3) whenever a corporation withdraws from 
        the state; or (4) whenever the certificate of authority of a 
        foreign corporation is revoked or canceled. 
           However, after a foreign corporation withdraws from the 
        state, according to section 303.16, service upon the corporation 
        may be made according to this section only when based upon a 
        liability or obligation of the corporation incurred within this 
        state or arising out of any business done in this state by the 
        corporation before the issuance of a certificate of withdrawal. 
           (b) A foreign corporation is considered to be doing 
        business in Minnesota if it makes a contract with a resident of 
        Minnesota to be performed in whole or in part by either party in 
        Minnesota, or if it commits a tort in whole or in part in 
        Minnesota against a resident of Minnesota.  These acts are 
        considered to be equivalent to the appointment by the foreign 
        corporation of the secretary of state of Minnesota and 
        successors to be its true and lawful attorney upon whom may be 
        served all lawful process in actions or proceedings against the 
        foreign corporation arising from or growing out of the contract 
        or tort.  Process must be served in duplicate upon the secretary 
        of state, together with the address to which service is to be 
        sent and a fee of $50.  The making of the contract or the 
        committing of the tort is considered to be the agreement of the 
        foreign corporation that any process against it which is so 
        served upon the secretary of state has the same legal force and 
        effect as if served personally on it within the state of 
        Minnesota.  
           Subd. 5.  [SERVICE ON DISSOLVED, WITHDRAWN, OR REVOKED 
        BUSINESS ENTITY.] (a) Process, notice, or demand may be served 
        on a dissolved, withdrawn, or revoked business entity that was 
        governed by chapter 302A, 303, 317A, 322A, 322B, or 323 as 
        provided in this subdivision.  The court shall determine if 
        service is proper. 
           (b) If a business entity has voluntarily dissolved or has 
        withdrawn its request for authority to transact business in this 
        state, or a court has entered a decree of dissolution or 
        revocation of authority to do business, service must be made 
        according to subdivision 3 or 4, so long as claims are not 
        barred under the provisions of the chapter that governed the 
        business entity. 
           (c) If a business entity has been involuntarily dissolved 
        or its authority to transact business in this state has been 
        revoked, service must be made according to subdivision 3 or 4. 
           Subd. 6.  [DUTIES OF SECRETARY OF STATE.] In the case of 
        service of process according to subdivision 3 or 4, the 
        secretary of state shall immediately cause one copy of a service 
        of process to be forwarded by certified mail addressed to the 
        business entity: 
           (1) in care of the agent of the business entity, at its 
        registered office in this state as it appears in the records of 
        the secretary of state; 
           (2) at the address designated in the application for 
        withdrawal, if the business entity has withdrawn from this state 
        in the manner provided by law; 
           (3) at the address provided by the party submitting the 
        document for service of process if the business entity's 
        authority to do business in this state has been revoked; or 
           (4) at the address provided by the party submitting the 
        document for service of process if the business entity has never 
        been authorized to do business in this state. 
           Subd. 7.  [TIME TO ANSWER.] If a summons is to be served 
        upon the secretary of state according to subdivision 3 or 4, the 
        business entity so served has 30 days from the date of mailing 
        by the secretary of state in which to answer the complaint. 
           Subd. 8.  [OTHER METHODS OF SERVICE.] Nothing in this 
        section limits the right of a person to serve any process, 
        notice, or demand required or permitted by law to be served upon 
        a business entity in another manner. 
           Sec. 2.  Minnesota Statutes 1994, section 48.185, 
        subdivision 7, is amended to read: 
           Subd. 7.  Any bank or savings bank extending credit in 
        compliance with the provisions of this section, which is injured 
        competitively by violations of this section by another bank or 
        savings bank, may institute a civil action in the district court 
        of this state against that bank or savings bank for an 
        injunction prohibiting any violation of this section.  The 
        court, upon proper proof that the defendant has engaged in any 
        practice in violation of this section, may enjoin the future 
        commission of that practice.  Proof of monetary damage or loss 
        of profits shall not be required.  Costs and attorneys' fees may 
        be allowed to the plaintiff, unless the court directs 
        otherwise.  The relief provided in this subdivision is in 
        addition to remedies otherwise available against the same 
        conduct under the common law or statutes of this state. 
           Service of process shall be as in any other civil suit, 
        except that if a defendant in the action is a foreign 
        corporation or a national banking association with its principal 
        place of business in another state, service of process may also 
        be made by personal service outside the state, or in the manner 
        provided by section 303.13, subdivision 1, clause (3) 5.25, or 
        in such manner as the court may direct, or in accordance with 
        section 45.028, subdivision 2.  Process is valid if it satisfies 
        the requirements of due process of law, whether or not defendant 
        is doing business in Minnesota regularly or habitually. 
           Sec. 3.  Minnesota Statutes 1994, section 79A.06, 
        subdivision 5, is amended to read: 
           Subd. 5.  [PRIVATE EMPLOYERS WHO HAVE CEASED TO BE 
        SELF-INSURED.] Private employers who have ceased to be private 
        self-insurers shall discharge their continuing obligations to 
        secure the payment of compensation which is accrued during the 
        period of self-insurance, for purposes of Laws 1988, chapter 
        674, sections 1 to 21, by compliance with all of the following 
        obligations of current certificate holders: 
           (1) Filing reports with the commissioner to carry out the 
        requirements of this chapter; 
           (2) Depositing and maintaining a security deposit for 
        accrued liability for the payment of any compensation which may 
        become due, pursuant to chapter 176.  However, if a private 
        employer who has ceased to be a private self-insurer purchases 
        an insurance policy from an insurer authorized to transact 
        workers' compensation insurance in this state which provides 
        coverage of all claims for compensation arising out of injuries 
        occurring during the period the employer was self-insured, 
        whether or not reported during that period, the policy will 
        discharge the obligation of the employer to maintain a security 
        deposit for the payment of the claims covered under the policy.  
        The policy may not be issued by an insurer unless it has 
        previously been approved as to form and substance by the 
        commissioner; and 
           (3) Paying within 30 days all assessments of which notice 
        is sent by the security fund, for a period of seven years from 
        the last day its certificate of self-insurance was in effect.  
        Thereafter, the private employer who has ceased to be a private 
        self-insurer may either:  (a) continue to pay within 30 days all 
        assessments of which notice is sent by the security fund until 
        it has no incurred liabilities for the payment of compensation 
        arising out of injuries during the period of self-insurance; or 
        (b) pay the security fund a cash payment equal to four percent 
        of the net present value of all remaining incurred liabilities 
        for the payment of compensation under sections 176.101 and 
        176.111 as certified by a member of the casualty actuarial 
        society.  Assessments shall be based on the benefits paid by the 
        employer during the calendar year immediately preceding the 
        calendar year in which the employer's right to self-insure is 
        terminated or withdrawn. 
           In addition to proceedings to establish liabilities and 
        penalties otherwise provided, a failure to comply may be the 
        subject of a proceeding before the commissioner.  An appeal from 
        the commissioner's determination may be taken pursuant to the 
        contested case procedures of chapter 14 within 30 days of the 
        commissioner's written determination. 
           Any current or past member of the self-insurers' security 
        fund is subject to service of process on any claim arising out 
        of chapter 176 or this chapter in the manner provided by section 
        303.13, subdivision 1, clause (3) 5.25, or as otherwise provided 
        by law.  The issuance of a certificate to self-insure to the 
        private self-insured employer shall be deemed to be the 
        agreement that any process which is served in accordance with 
        this section shall be of the same legal force and effect as if 
        served personally within this state. 
           Sec. 4.  Minnesota Statutes 1994, section 168.27, 
        subdivision 19a, is amended to read: 
           Subd. 19a.  [INJUNCTION.] The commissioner or a county 
        attorney may institute a civil action in the name of the state 
        in district court for an injunction prohibiting a violation of 
        this section.  The court, upon proper proof that the defendant 
        has engaged in a practice prohibited by this section, may enjoin 
        the future commission of that practice.  It is not a defense to 
        an action that the state may have adequate remedies at law.  
        Service of process must be as in any other civil suit, except 
        that where a defendant in the action is a natural person or firm 
        residing outside the state, or is a foreign corporation, service 
        of process may also be made by personal service outside the 
        state; in the manner provided by section 303.13, subdivision 1, 
        paragraph (3) 5.25; or as the court may direct.  Process is 
        valid if it satisfies the requirements of due process of law, 
        whether or not the defendant is doing business in Minnesota 
        regularly or habitually.  Nothing in this subdivision limits the 
        rights or remedies otherwise available to persons under common 
        law or other statutes of this state. 
           Sec. 5.  Minnesota Statutes 1994, section 221.67, is 
        amended to read: 
           221.67 [SERVICE OF PROCESS.] 
           The use of any of the public highways of this state for the 
        transportation of persons or property for compensation by a 
        motor carrier in interstate commerce shall be deemed an 
        irrevocable appointment by the carrier of the secretary of state 
        to be the carrier's true and lawful attorney upon whom may be 
        served all legal process in any action or proceeding brought 
        under this chapter against the carrier or the carrier's 
        executor, administrator, personal representative, heirs, 
        successors or assigns.  This use is a signification of agreement 
        by the interstate motor carrier that any process in any action 
        against the carrier or the carrier's executor, administrator, 
        personal representative, heirs, successors, or assigns which is 
        so served shall be of the same legal force and validity as if 
        served upon the carrier personally.  Service shall be made by 
        serving a copy thereof upon the secretary of state or by filing 
        a copy in the office of the secretary of state, together with 
        payment of a fee of $35, and the service shall be sufficient 
        service upon the absent motor carrier if notice of the service 
        and a copy of the process are within ten days thereafter sent by 
        mail by the plaintiff to the defendant at the defendant's last 
        known address according to section 5.25 and the plaintiff's 
        affidavit of compliance with the provisions of this section and 
        sections 221.60, 221.65, and 221.68 is must be attached to the 
        summons.  
           Sec. 6.  Minnesota Statutes 1994, section 302A.901, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [WHO MAY BE SERVED.] A process, notice, or 
        demand required or permitted by law to be served upon a 
        corporation may be served either upon the registered agent, if 
        any, of the corporation named in the articles, or upon an 
        officer of the corporation, or upon the secretary of state as 
        provided in this section 5.25. 
           Sec. 7.  Minnesota Statutes 1994, section 303.03, is 
        amended to read: 
           303.03 [FOREIGN CORPORATIONS MUST HAVE CERTIFICATE OF 
        AUTHORITY.] 
           No foreign corporation shall transact business in this 
        state unless it holds a certificate of authority so to do; and 
        no foreign corporation whose certificate of authority has been 
        revoked or canceled pursuant to the provisions of this chapter 
        shall be entitled to obtain a certificate of authority except in 
        accordance with the provisions of section 303.19.  This section 
        does not establish standards for those activities that may 
        subject a foreign corporation to taxation under section 290.015 
        and to the reporting requirements of section 290.371.  Without 
        excluding other activities which may not constitute transacting 
        business in this state, and subject to the provisions of 
        sections 303.13 5.25 and 543.19, a foreign corporation shall not 
        be considered to be transacting business in this state for the 
        purposes of this chapter solely by reason of carrying on in this 
        state any one or more of the following activities:  
           (a) Maintaining or defending any action or suit or any 
        administrative or arbitration proceeding, or effecting the 
        settlement thereof or the settlement of claims or disputes; 
           (b) Holding meetings of its directors or shareholders or 
        carrying on other activities concerning its internal affairs; 
           (c) Maintaining bank accounts; 
           (d) Maintaining offices or agencies for the transfer, 
        exchange, and registration of its securities, or appointing and 
        maintaining trustees or depositaries with relation to its 
        securities; 
           (e) Holding title to and managing real or personal 
        property, or any interest therein, situated in this state, as 
        executor of the will or administrator of the estate of any 
        decedent, as trustee of any trust, or as guardian or conservator 
        of the person or estate, or both, of any person; 
           (f) Making, participating in, or investing in loans or 
        creating, as borrower or lender, or otherwise acquiring 
        indebtedness or mortgages or other security interests in real or 
        personal property; 
           (g) Securing or collecting its debts or enforcing any 
        rights in property securing them; or 
           (h) Conducting an isolated transaction completed within a 
        period of 30 days and not in the course of a number of repeated 
        transactions of like nature.  
           Sec. 8.  Minnesota Statutes 1994, section 303.06, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [CONTENTS.] In order to procure a 
        certificate of authority to transact business in this state, a 
        foreign corporation shall make application therefor to the 
        secretary of state, which application shall set 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 comply with 
        section 303.05, then the name which it agrees to use in this 
        state; 
           (3) the address of its proposed registered office in this 
        state and the name of its proposed registered agent in this 
        state; 
           (4) that it irrevocably consents to the service of process 
        upon it as set forth in section 303.13 5.25, or any amendment 
        thereto; and 
           (5) a statement that the officers executing the application 
        have been duly authorized so to do by the board of directors of 
        the corporation.  
           Sec. 9.  Minnesota Statutes 1994, section 303.13, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [FOREIGN CORPORATION.] A foreign 
        corporation shall be subject to service of process, as follows: 
           (1) by service on its registered agent.; or 
           (2) When any foreign corporation authorized to transact 
        business in this state fails to appoint or maintain in this 
        state a registered agent upon whom service of process may be 
        had, or whenever any registered agent cannot be found at its 
        registered office in this state, as shown by the return of the 
        sheriff of the county in which the registered office is 
        situated, or by an affidavit of attempted service by any person 
        not a party, or whenever any corporation withdraws from the 
        state, or whenever the certificate of authority of any foreign 
        corporation is revoked or canceled, service may be made by 
        delivering to and leaving with the secretary of state, or with 
        any authorized deputy or clerk in the secretary of state's 
        office, two copies thereof and a fee of $50; provided, that 
        after a foreign corporation withdraws from the state, pursuant 
        to section 303.16, service upon the corporation may be made 
        pursuant to the provisions of this section only when based upon 
        a liability or obligation of the corporation incurred within 
        this state or arising out of any business done in this state by 
        the corporation prior to the issuance of a certificate of 
        withdrawal. 
           (3) If a foreign corporation makes a contract with a 
        resident of Minnesota to be performed in whole or in part by 
        either party in Minnesota, or if a foreign corporation commits a 
        tort in whole or in part in Minnesota against a resident of 
        Minnesota, such acts shall be deemed to be doing business in 
        Minnesota by the foreign corporation and shall be deemed 
        equivalent to the appointment by the foreign corporation of the 
        secretary of the state of Minnesota and successors to be its 
        true and lawful attorney upon whom may be served all lawful 
        process in any actions or proceedings against the foreign 
        corporation arising from or growing out of the contract or 
        tort.  Process shall be served in duplicate upon the secretary 
        of state, together with the address to which service is to be 
        sent and a fee of $50 and the secretary of state shall mail one 
        copy thereof to the corporation at the last address listed on 
        the records of the secretary of state or the address provided by 
        the party requesting service, and the corporation shall have 30 
        days within which to answer from the date of the mailing, 
        notwithstanding any other provision of the law.  The making of 
        the contract or the committing of the tort shall be deemed to be 
        the agreement of the foreign corporation that any process 
        against it which is so served upon the secretary of state shall 
        be of the same legal force and effect as if served personally on 
        it within the state of Minnesota as provided in section 5.25. 
           Sec. 10.  Minnesota Statutes 1994, section 309.56, 
        subdivision 1, is amended to read: 
           Subdivision 1.  Any charitable organization or professional 
        fund raiser which solicits contributions in this state, but does 
        not maintain an office within the state shall be subject to 
        service of process, as follows: 
           (a) By service thereof on its registered agent within the 
        state, or if there be no such registered agent, then upon the 
        person, if any, who has been designated in the registration 
        statement as having custody of books and records within this 
        state; where service is effected upon the person so designated 
        in the registration statement a copy of the process shall, in 
        addition, be mailed to the charitable organization or 
        professional fund raiser at its last known address; 
           (b) When a charitable organization or professional fund 
        raiser has solicited contributions in this state, but maintains 
        no office within the state, has no registered agent within the 
        state, and no designated person having custody of its books and 
        records within the state, or when a registered agent or person 
        having custody of its books and records within the state cannot 
        be found as shown by the return of the sheriff of the county in 
        which such registered agent or person having custody of books 
        and records has been represented by the charitable organization 
        or professional fund raiser as maintaining an office, service 
        may be made as in any other civil suit, or in the manner 
        provided by section 303.13, subdivision 1, clause (3) 5.25, or 
        in a manner as the court may direct. 
           Sec. 11.  Minnesota Statutes 1994, section 317A.901, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [WHO MAY BE SERVED.] A process, notice, or 
        demand required or permitted by law to be served upon a 
        corporation may be served upon the registered agent, if any, of 
        the corporation named in the articles, upon an officer of the 
        corporation, or upon the secretary of state as provided in this 
        section 5.25. 
           Sec. 12.  Minnesota Statutes 1994, section 322A.761, is 
        amended to read: 
           322A.761 [SERVICE OF PROCESS ON LIMITED PARTNERSHIP OR 
        FOREIGN LIMITED PARTNERSHIP.] 
           A process, notice, or demand required or permitted by law 
        to be served upon a limited partnership or foreign limited 
        partnership may be served either upon the registered agent, if 
        any, of the limited partnership or foreign limited partnership 
        named in the certificate or registration, or upon a general 
        partner of the limited partnership or foreign limited 
        partnership, or upon the secretary of state as provided in 
        section 302A.901 5.25.  
           Sec. 13.  Minnesota Statutes 1994, section 322B.876, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [WHO MAY BE SERVED.] A process, notice, or 
        demand required or permitted by law to be served upon a limited 
        liability company may be served either upon the registered 
        agent, if any, of the limited liability company named in the 
        articles of organization, or upon a manager of the limited 
        liability company, or upon the secretary of state as provided in 
        this section 5.25. 
           Sec. 14.  Minnesota Statutes 1994, section 322B.955, is 
        amended to read: 
           322B.955 [SERVICE OF PROCESS.] 
           Service of process on a foreign limited liability company 
        must be as provided in section 322B.876 5.25. 
           Sec. 15.  Minnesota Statutes 1994, section 323.47, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [WHO MAY BE SERVED.] A process, notice, or 
        demand required or permitted by law to be served on a limited 
        liability partnership may be served either on the registered 
        agent of the limited liability partnership, if any, or on any 
        responsible person found at the registered office of the limited 
        liability partnership or on the secretary of state as provided 
        in this section 5.25. 
           Sec. 16.  Minnesota Statutes 1994, section 325F.70, 
        subdivision 2, is amended to read: 
           Subd. 2.  [SERVICE OF PROCESS.] Service of process shall be 
        as in any other civil suit, except that where a defendant in 
        such action is a natural person or firm residing outside the 
        state, or is a foreign corporation, service of process may also 
        be made by personal service outside the state, or in the manner 
        provided by section 303.13, subdivision 1(3) 5.25, or in such 
        manner as the court may direct.  Process is valid if it 
        satisfies the requirements of due process of law, whether or not 
        defendant is doing business in Minnesota regularly or habitually.
           Sec. 17.  Minnesota Statutes 1994, section 330.11, 
        subdivision 3, is amended to read: 
           Subd. 3.  Every nonresident applicant shall file an 
        irrevocable consent that suits and actions may be commenced 
        against such applicant in any court of competent jurisdiction in 
        this state by the service on the secretary of state of any 
        summons, process, or pleadings authorized by the laws of the 
        state of Minnesota.  This consent shall stipulate that the 
        service of such process or pleadings on the secretary of state 
        shall be taken and held in all courts to be as valid and binding 
        as if due service had been made upon the applicant in the state 
        of Minnesota.  In case any summons, process, or pleadings are 
        served upon the secretary of state, it shall be by duplicate 
        copies, one of which shall be retained in the office of the 
        secretary of state, and the other to be forwarded immediately by 
        certified mail to the address of the applicant, as shown by the 
        records of the secretary of state, against whom the summons, 
        process, or pleadings may be divested.  A fee of $35 must be 
        paid to the secretary of state for each service according to 
        section 5.25. 
           Sec. 18.  Minnesota Statutes 1994, section 540.152, is 
        amended to read: 
           540.152 [SERVICE OF PROCESS ON UNIONS, GROUPS, OR 
        ASSOCIATIONS.] 
           The transaction of any acts, business, or activities within 
        the state of Minnesota by any officer, agent, representative, 
        employee, or member of any union or other groups or associations 
        having officers, agents, members, or property without the state 
        on behalf of the union or other groups or associations or any of 
        its members or affiliated local unions shall be deemed an 
        appointment by the union or other groups or associations of the 
        secretary of state of the state of Minnesota to be the true and 
        lawful attorney of the union or other groups or associations, 
        upon whom may be served all legal processes or notices in any 
        action or proceeding against or involving the union or other 
        groups or associations growing out of any acts, business or 
        activities within the state of Minnesota resulting in damage or 
        loss to person or property or giving rise to any cause of action 
        under the laws of the state of Minnesota or to any matters or 
        proceedings arising under the Minnesota labor relations act. 
        Such acts, business, or activities shall be a signification of 
        the agreement of the union or other groups or associations and 
        its members that any process or notice in any action, matter, or 
        proceeding against or involving it, which is so served, shall be 
        of the same legal force and validity as if served upon the union 
        or other groups or associations and its members personally.  
        Service of process or notice shall be made by filing a copy 
        thereof in the office of the secretary of state, together with 
        payment of a fee of $35 and together with an affidavit stating 
        that no officer or managing agent of the union or other group or 
        association has been found in this state and setting forth an 
        address to which the service shall be forwarded according to 
        section 5.25.  The service shall be sufficient service upon the 
        union or other groups or associations and its members.  Notice 
        of service and a copy of the process or notice shall, within ten 
        days thereafter, be sent by mail by the person who caused it to 
        be served on the union or other groups or associations at its 
        last known address and an affidavit of compliance with the 
        provisions of this chapter shall be filed with the court or 
        other state agency or department before which the action, 
        matter, or proceeding is pending.  
           Sec. 19.  Minnesota Statutes 1994, section 543.08, is 
        amended to read: 
           543.08 [SUMMONS, SERVICE UPON CERTAIN CORPORATIONS.] 
           If a private domestic corporation has no officer at the 
        registered office of the corporation within the state upon whom 
        service can be made, of which fact the return of the sheriff of 
        the county in which that office is located, or the affidavit of 
        a private person not a party, that none can be found in that 
        county shall be conclusive evidence, service of the summons upon 
        it may be made by depositing two copies, together with a fee of 
        $35 with the secretary of state, which shall be deemed personal 
        service upon the corporation.  One of the copies shall be filed 
        by the secretary, and the other forthwith mailed by the 
        secretary to the corporation by certified mail, if the place of 
        its main office is known to the secretary or is disclosed by the 
        files in the office according to section 5.25. 
           If the defendant is a foreign insurance corporation, the 
        summons may be served in compliance with section 45.028, 
        subdivision 2. 
           Sec. 20.  [REPEALER.] 
           Minnesota Statutes 1994, sections 302A.901, subdivisions 2, 
        2a, 3, and 4; 303.13, subdivisions 2, 3, 4, and 5; 317A.901, 
        subdivisions 2, 3, and 4; 322B.876, subdivisions 2, 3, and 4; 
        and 323.47, subdivisions 2, 3, and 4, are repealed. 
                                   ARTICLE 2
           Section 1.  Minnesota Statutes 1994, section 302A.115, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [REQUIREMENTS; PROHIBITIONS.] The corporate 
        name:  
           (a) Shall be in the English language or in any other 
        language expressed in English letters or characters; 
           (b) Shall contain the word "corporation," "incorporated," 
        or "limited," or shall contain an abbreviation of one or more of 
        these words, or the word "company" or the abbreviation "Co." if 
        that word or abbreviation is not immediately preceded by the 
        word "and" or the character "&"; 
           (c) Shall not contain a word or phrase that indicates or 
        implies that it is incorporated for a purpose other than a legal 
        business purpose; 
           (d) Shall be distinguishable upon the records in the office 
        of the secretary of state from the name of each domestic 
        corporation, limited partnership, limited liability partnership, 
        and limited liability company, whether profit or nonprofit, and 
        each foreign corporation, limited partnership, limited liability 
        partnership, and limited liability company authorized or 
        registered to do business in this state, whether profit or 
        nonprofit, and each name the right to which is, at the time of 
        incorporation, reserved as provided for in sections 302A.117, 
        322A.03, 322B.125, or 333.001 to 333.54, unless there is filed 
        with the articles one of the following:  
           (1) The written consent of the domestic corporation, 
        limited partnership, limited liability partnership, or limited 
        liability company, or the foreign corporation, limited 
        partnership, limited liability partnership, or limited liability 
        company authorized or registered to do business in this state or 
        the holder of a reserved name or a name filed by or registered 
        with the secretary of state under sections 333.001 to 333.54 
        having a name that is not distinguishable; 
           (2) A certified copy of a final decree of a court in this 
        state establishing the prior right of the applicant to the use 
        of the name in this state; or 
           (3) The applicant's affidavit that the corporation, limited 
        partnership, or limited liability company with the name that is 
        not distinguishable has been incorporated or on file in this 
        state for at least three years prior to the affidavit, if it is 
        a domestic corporation, limited partnership, or limited 
        liability company, or has been authorized or registered to do 
        business in this state for at least three years prior to the 
        affidavit, if it is a foreign corporation, limited partnership, 
        or limited liability company, or that the holder of a name filed 
        or registered with the secretary of state under sections 333.001 
        to 333.54 filed or registered that name at least three years 
        prior to the affidavit; that the corporation, limited 
        partnership, or limited liability company or holder has not 
        during the three-year period filed any document with the 
        secretary of state; that the applicant has mailed written notice 
        to the corporation, limited partnership, or limited liability 
        company or the holder of a name filed or registered with the 
        secretary of state under sections 333.001 to 333.54 by certified 
        mail, return receipt requested, properly addressed to the 
        registered office of the corporation or in care of the agent of 
        the limited partnership, or the address of the holder of a name 
        filed or registered with the secretary of state under sections 
        333.001 to 333.54, shown in the records of the secretary of 
        state, stating that the applicant intends to use a name that is 
        not distinguishable and the notice has been returned to the 
        applicant as undeliverable to the addressee corporation, limited 
        partnership, limited liability company, or holder of a name 
        filed or registered with the secretary of state under sections 
        333.001 to 333.54; that the applicant, after diligent inquiry, 
        has been unable to find any telephone listing for the 
        corporation, limited partnership, or limited liability company 
        with the name that is not distinguishable in the county in which 
        is located the registered office of the corporation, limited 
        partnership, or limited liability company shown in the records 
        of the secretary of state or has been unable to find any 
        telephone listing for the holder of a name filed or registered 
        with the secretary of state under sections 333.001 to 333.54 in 
        the county in which is located the address of the holder shown 
        in the records of the secretary of state; and that the applicant 
        has no knowledge that the corporation, limited partnership, 
        limited liability company, or holder of a name filed or 
        registered with the secretary of state under sections 333.001 to 
        333.54 is currently engaged in business in this state.  
           Sec. 2.  Minnesota Statutes 1994, section 308A.121, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [NAME.] The name of a cooperative must 
        distinguish the cooperative upon the records in the office of 
        the secretary of state from the name of a domestic corporation, 
        whether profit or nonprofit, or a limited partnership, or a 
        foreign corporation or a limited partnership authorized or 
        registered to do business in this state, whether profit or 
        nonprofit, a limited liability company, whether domestic or 
        foreign, a limited liability partnership, whether domestic or 
        foreign, or a name the right to which is, at the time of 
        incorporation, reserved or provided for in sections 302A.117, 
        317A.117, 322A.03, 322B.125, or 333.001 to 333.54. 
           Sec. 3.  Minnesota Statutes 1994, section 317A.115, 
        subdivision 2, is amended to read: 
           Subd. 2.  [NAME MUST BE DISTINGUISHABLE.] (a) A corporate 
        name must be distinguishable upon the records in the office of 
        the secretary of state from the name of a domestic corporation 
        or limited partnership, a foreign corporation or limited 
        partnership authorized or registered to do business in this 
        state, whether profit or nonprofit, a limited liability company, 
        whether domestic or foreign, a limited liability partnership, 
        whether domestic or foreign, or a name the right to which is, at 
        the time of incorporation, reserved, registered, or provided for 
        in section 317A.117, 302A.117, 322A.03, 322B.125, or sections 
        333.001 to 333.54, unless one of the following is filed with the 
        articles:  
           (1) the written consent of the organization having the name 
        that is not distinguishable; 
           (2) a certified copy of a final decree of a court in this 
        state establishing the prior right of the applicant to use its 
        corporate name in this state; or 
           (3) an affidavit of nonuse of the kind required by section 
        302A.115, subdivision 1, paragraph (d), clause (3). 
           (b) The secretary of state shall determine whether a name 
        is distinguishable from another name for purposes of this 
        section and section 317A.117. 
           (c) This subdivision does not affect the right of a 
        corporation existing on January 1, 1991, or a foreign 
        corporation authorized to do business in this state on that 
        date, to use its corporate name. 
           Sec. 4.  Minnesota Statutes 1994, section 322A.02, is 
        amended to read: 
           322A.02 [NAME.] 
           (a) The name of each limited partnership as set forth in 
        its certificate of limited partnership: 
           (1) shall contain without abbreviation the words "limited 
        partnership"; 
           (2) may not contain the name of a limited partner unless 
        (i) it is also the name of a general partner or the corporate 
        name of a corporate general partner, or (ii) the business of the 
        limited partnership had been carried on under that name before 
        the admission of that limited partner; 
           (3) must be distinguishable from the name of a domestic 
        corporation or limited partnership, whether profit or nonprofit, 
        or a foreign corporation or limited partnership authorized or 
        registered to do business in this state, whether profit or 
        nonprofit, a limited liability company, whether domestic or 
        foreign, a limited liability partnership, whether domestic or 
        foreign, or a name the right to which is reserved or provided 
        for in the manner provided for in sections 302A.117, 322A.03, 
        322B.125, or 333.001 to 333.54, unless there is filed with the 
        certificate a written consent, court decree of prior right, or 
        affidavit of nonuse, of the kind required by section 302A.115, 
        subdivision 1, paragraph (d); and 
           (4) may not contain the following words:  corporation, 
        incorporated. 
           The secretary of state shall determine whether a name is 
        "distinguishable" from another name for purposes of this section 
        and section 322A.03.  This section does not abrogate or limit 
        the law of unfair competition or unfair practices, nor sections 
        333.001 to 333.54, nor the laws of the United States with 
        respect to the right to acquire and protect copyrights, 
        trademarks, service names, service marks, or any other rights to 
        the exclusive use of names or symbols, nor derogate the common 
        law or principles of equity.  
           (b) A person doing business in this state may contest the 
        subsequent registration of a name with the office of the 
        secretary of state as provided in section 5.22. 
           Sec. 5.  Minnesota Statutes 1994, section 322B.12, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [REQUIREMENTS AND PROHIBITIONS.] The 
        limited liability company name must: 
           (1) be in the English language or in any other language 
        expressed in English letters or characters; 
           (2) contain the words "limited liability company," or must 
        contain the abbreviation "LLC" or, in the case of an 
        organization formed pursuant to section 319A.03, must contain 
        the words "professional limited liability company," or the 
        abbreviation "PLC"; 
           (3) not contain the word corporation or incorporated and 
        must not contain the abbreviation of either or both of these 
        words; 
           (4) not contain a word or phrase that indicates or implies 
        that it is organized for a purpose other than a legal business 
        purpose; and 
           (5) be distinguishable upon the records in the office of 
        the secretary of state from the name of a domestic limited 
        liability company, limited liability partnership, corporation, 
        or limited partnership, whether profit or nonprofit, or a 
        foreign limited liability company, limited liability 
        partnership, corporation, or limited partnership authorized or 
        registered to do business in this state, whether profit or 
        nonprofit, or a name the right to which is, at the time of 
        organization, reserved or provided for in sections 302A.117, 
        317A.117, 322A.03, 322B.125, or 333.001 to 333.54, unless there 
        is filed with the articles of organization one of the following: 
           (i) the written consent of the domestic limited liability 
        company, limited liability partnership, corporation, or limited 
        partnership or foreign limited liability company, limited 
        liability partnership, corporation, or limited partnership 
        authorized or registered to do business in this state or the 
        holder of a reserved name or a name filed by or registered with 
        the secretary of state under sections 333.001 to 333.54 having a 
        name that is not distinguishable; 
           (ii) a certified copy of a final decree of a court in this 
        state establishing the prior right of the applicant to the use 
        of the name in this state; or 
           (iii) the applicant's affidavit that the limited liability 
        company, corporation, or limited partnership with the name that 
        is not distinguishable has been organized, incorporated, or on 
        file in this state for at least three years prior to the 
        affidavit, if it is a domestic limited liability company, 
        corporation, or limited partnership, or has been authorized or 
        registered to do business in this state for at least three years 
        prior to the affidavit, if it is a foreign limited liability 
        company, corporation, or limited partnership, or that the holder 
        of a name filed or registered with the secretary of state under 
        sections 333.001 to 333.54 filed or registered that name at 
        least three years prior to the affidavit, and has not during the 
        three-year period filed any document with the secretary of 
        state; that the applicant has mailed written notice to the 
        limited liability company, corporation, or limited partnership 
        or the holder of a name filed or registered with the secretary 
        of state under sections 333.001 to 333.54 by certified mail, 
        return receipt requested, properly addressed to the registered 
        office of the limited liability company or corporation or in 
        care of the agent of the limited partnership, or the address of 
        the holder of a name filed or registered with the secretary of 
        state under sections 333.001 to 333.54, shown in the records of 
        the secretary of state, that the applicant intends to use a name 
        that is not distinguishable and the notice has been returned to 
        the applicant as undeliverable to the addressee limited 
        liability company, corporation, or limited partnership or holder 
        of a name filed or registered with the secretary of state under 
        sections 333.001 to 333.54; that the applicant, after diligent 
        inquiry, has been unable to find any telephone listing for the 
        limited liability company, corporation, or limited partnership 
        with the name that is not distinguishable in the county in which 
        is located the registered office of the limited liability 
        company or corporation shown in the records of the secretary of 
        state or has been unable to find any telephone listing for the 
        holder of a name filed or registered with the secretary of state 
        under sections 333.001 to 333.54 in the county in which is 
        located the address of the holder shown in the records of the 
        secretary of state; and that the applicant has no knowledge that 
        the limited liability company, corporation, or limited 
        partnership or holder of a name filed or registered with the 
        secretary of state under sections 333.001 to 333.54 is currently 
        engaged in business in this state. 
                                   ARTICLE 3
           Section 1.  Minnesota Statutes 1994, section 5.22, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [NOTICE OF CONTEST; DEPOSIT.] A person 
        doing business in this state may contest the subsequent 
        registration of a name with the office of the secretary of state 
        by filing an acknowledged notice of contest with the secretary 
        of state and sending a copy of the notice of contest to the 
        person who subsequently registered the contested name.  However, 
        the secretary will not accept a contest between persons 
        registered under sections 333.001 to 333.06.  The notice to the 
        secretary of state must be accompanied by a $100 deposit, which 
        the secretary of state shall award to the prevailing party in 
        the contest. 
           Sec. 2.  Minnesota Statutes 1994, section 302A.121, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [REGISTERED OFFICE.] A corporation shall 
        continuously maintain a registered office in this state.  A 
        registered office need not be the same as the principal place of 
        business or the principal executive office of the 
        corporation.  If the current registered office address listed in 
        the records of the secretary of state is not in compliance with 
        section 302A.011, subdivision 3, the corporation must provide a 
        new registered office address that is in compliance.  A fee may 
        not be charged if the registered office address is being changed 
        only to bring the address into compliance.  The new registered 
        office address must have been approved by the board of directors.
           Sec. 3.  Minnesota Statutes 1994, section 302A.701, is 
        amended to read: 
           302A.701 [METHODS OF DISSOLUTION.] 
           A corporation may be dissolved:  
           (a) By the incorporators pursuant to section 302A.711; 
           (b) By the shareholders pursuant to sections 302A.721 to 
        302A.7291; or 
           (c) By order of a court pursuant to sections 302A.741 to 
        302A.765; or 
           (d) By the secretary of state according to section 302A.821.
           Sec. 4.  Minnesota Statutes 1994, section 303.14, 
        subdivision 3, is amended to read: 
           Subd. 3.  [FORMS.] The annual report shall be made on forms 
        prescribed by the secretary of state, one part setting forth the 
        facts required by subdivision 1, clauses (1) to (3), and the 
        other part the facts required by subdivision 1, clauses (4), 
        (5), and (6).  The report shall be executed by the president, 
        vice-president, treasurer, an assistant treasurer, secretary, or 
        assistant secretary of the corporation.  If the corporation is 
        in the hands of a receiver or trustee, the report shall be 
        executed on behalf of the corporation and verified by the 
        receiver or trustee.  
           Sec. 5.  Minnesota Statutes 1994, section 317A.823, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [NOTICE FROM SECRETARY OF STATE; 
        REGISTRATION REQUIRED.] (a) Except for corporations to which 
        paragraph (c) applies, before July 1 of each year, 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.  
           (b) A corporation shall file a corporate registration with 
        the secretary of state once each calendar year.  The 
        registration must be signed by an authorized person.  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.  
           (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. 
           Sec. 6.  Minnesota Statutes 1994, section 319A.03, is 
        amended to read: 
           319A.03 [FORMATION.] 
           One or more natural professional persons may form a 
        corporation pursuant to chapter 302A, or 317A and one or more 
        natural professional persons may, organize a limited liability 
        company pursuant to chapter 322B, or register a limited 
        liability partnership according to chapter 323 for the purposes 
        hereinafter set forth.  In addition to providing the information 
        required by the chapter under which the entity is formed, 
        organized, or registered, the following information is also 
        required in the forming, organizing, or registration document: 
           (1) the name of the corporation, limited liability company, 
        or limited liability partnership, which must comply with section 
        319A.07; 
           (2) the purpose of the corporation, limited liability 
        company, or limited liability partnership, which must comply 
        with section 319A.04; 
           (3) that the shareholders of the corporation, members of 
        the limited liability company, or partners in a limited 
        liability partnership may only be professional persons licensed 
        to render the kind of professional services that fit the purpose 
        of the corporation, limited liability company, or limited 
        liability partnership; and 
           (4) that the officers and directors of a corporation, the 
        governors and managers of a limited liability company, and the 
        partners of a limited liability partnership, other than the 
        secretary and treasurer and their assistants, must be 
        professional persons licensed to render the kind of professional 
        services that fit the purpose of the corporation, limited 
        liability company, or limited liability partnership. 
           Sec. 7.  Minnesota Statutes 1994, section 319A.06, 
        subdivision 2, is amended to read: 
           Subd. 2.  A foreign professional corporation may provide 
        professional service in this state only upon compliance with 
        sections 303.01 to 303.24, or 322B.90 to 322B.955, or 323.44 to 
        323.49, regulating foreign corporations, foreign limited 
        liability companies, and foreign limited liability partnerships, 
        respectively.  The secretary of state shall promulgate forms for 
        such purpose.  The provisions of sections 319A.01 to 319A.22 
        relating to the rendering of professional service by a 
        professional corporation apply to a foreign professional 
        corporation.  Sections 319A.01 to 319A.22 shall not be construed 
        to prohibit the rendering of professional service in this state 
        by a person who is a shareholder, director, officer, employee, 
        or agent of a foreign professional corporation, if the person 
        could lawfully render professional service in this state in the 
        absence of any relationship to the foreign professional 
        corporation, irrespective of whether the foreign professional 
        corporation is authorized to provide professional service in 
        this state. 
           Sec. 8.  Minnesota Statutes 1994, section 322B.80, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [DISSOLUTION EVENTS.] A limited liability 
        company dissolves upon the occurrence of any of the following 
        events:  
           (1) when the period fixed in the articles of organization 
        for the duration of the limited liability company expires; 
           (2) by order of a court pursuant to sections 322B.833 and 
        322B.843; 
           (3) by action of the organizers pursuant to section 
        322B.803; 
           (4) by action of the members pursuant to section 322B.806; 
        or 
           (5) upon the occurrence of an event that terminates the 
        continued membership of a member in the limited liability 
        company, including: 
           (i) death of any member; 
           (ii) retirement of any member; 
           (iii) resignation of any member; 
           (iv) redemption of a member's complete membership interest; 
           (v) assignment of a member's governance rights under 
        section 322B.313 which leaves the assignor with no governance 
        rights; 
           (vi) a buy-out of a member's membership interest under 
        section 322B.833 that leaves that member with no governance 
        rights; 
           (vii) expulsion of any member; 
           (viii) bankruptcy of any member; 
           (ix) dissolution of any member; 
           (x) a merger in which the limited liability company is not 
        the surviving organization; 
           (xi) an exchange in which the limited liability company is 
        not the acquiring organization; or 
           (xii) the occurrence of any other event that terminates the 
        continued membership of a member in the limited liability 
        company, 
        but the limited liability company is not dissolved and is not 
        required to be wound up by reason of any event that terminates 
        the continued membership of a member if (A) either there are at 
        least two remaining members or a new member is admitted as 
        provided in section 322B.11, and (B) the existence and business 
        of the limited liability company is continued either by the 
        consent of all the remaining members under a right to consent 
        stated in the articles of organization and the consent is 
        obtained no later than 90 days after the termination of the 
        continued membership or under a separate right to continue 
        stated in the articles of organization; or 
           (6) when terminated by the secretary of state according to 
        section 322B.960.  
           Sec. 9.  Minnesota Statutes 1994, section 322B.960, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [INFORMATION REQUIRED.] 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; and 
           (g) the signature of a person authorized to sign the 
        registration on behalf of the limited liability company. 
           Sec. 10.  Minnesota Statutes 1994, section 322B.960, 
        subdivision 3, is amended to read: 
           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 registration form.  If an amendment 
        is made on the biennial registration form, it must be signed by 
        an authorized person.  The fee listed in section 322B.175 
        applies to these amendments. 
           Sec. 11.  Minnesota Statutes 1994, section 323.02, is 
        amended by adding a subdivision to read: 
           Subd. 9.  [FOREIGN LIMITED LIABILITY PARTNERSHIP.] "Foreign 
        limited liability partnership" means a general partnership 
        organized under laws other than the laws of this state with 
        status as a limited partnership in its home jurisdiction. 
           Sec. 12.  Minnesota Statutes 1994, section 323.44, 
        subdivision 2, is amended to read: 
           Subd. 2.  [CONTENTS OF REGISTRATION.] A general 
        partnership's registration to obtain or renew the status of a 
        limited liability partnership must contain: 
           (1) the name of the partnership; 
           (2) a statement that the partnership applies to obtain 
        status as a limited liability partnership or to renew that 
        status; 
           (3) an acknowledgment that the status of limited liability 
        partnership will automatically expire, unless the partnership 
        files a proper renewal registration; 
           (4) the street address of the partnership's principal place 
        of business; and 
           (5) if the partnership's principal place of business is not 
        located in this state, the name and street address of a person 
        located in this state that the partnership authorizes to act as 
        the partnership's agent for service of process; and 
           (6) the signature of a partner.  
           Sec. 13.  Minnesota Statutes 1994, section 323.44, 
        subdivision 4, is amended to read: 
           Subd. 4.  [AUTHORITY TO FILE.] A domestic general 
        partnership's decision to file a registration is an ordinary 
        matter under section 323.17, clause (8).  The decision to 
        withdraw or not renew a registration is treated as an act in 
        contravention of an agreement between the partners under section 
        323.17, clause (8). 
           Sec. 14.  Minnesota Statutes 1994, section 323.44, 
        subdivision 5, is amended to read: 
           Subd. 5.  [CHANGES IN REGISTRATION INFORMATION.] If the 
        information contained in a registration becomes inaccurate after 
        the registration is filed, the general partnership is not 
        required to amend or correct the registration and the inaccuracy 
        has no effect on the partnership's status as a limited liability 
        partnership.  The partnership must provide accurate information 
        in any subsequently filed renewal registration.  The inaccuracy 
        has no effect on the partnership's status as a limited liability 
        partnership.  
           Sec. 15.  Minnesota Statutes 1994, section 323.44, 
        subdivision 6, is amended to read: 
           Subd. 6.  [VOLUNTARY WITHDRAWAL OF STATUS.] A partnership 
        may end its status as a limited liability partnership at any 
        time by filing with the secretary of state a withdrawal 
        statement that names the partnership, states that the 
        partnership is withdrawing its current registration, and 
        acknowledges that the withdrawal ends the partnership's status 
        as a limited liability partnership.  The withdrawal 
        statement must be signed by a partner and may state a delayed 
        effective date, if that date is before the expiration date of 
        the partnership's current registration.  If the withdrawal 
        statement does not state an effective date, the statement is 
        effective when filed. 
           Sec. 16.  Minnesota Statutes 1994, section 323.45, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [REQUIREMENTS; PROHIBITIONS.] The name of a 
        limited liability partnership must meet all of the requirements 
        of section 302A.115, subdivision 1, except that the acceptable 
        words required by section 302A.115, subdivision 2 1, paragraph 
        (b), are "limited liability partnership" or the abbreviation 
        "L.L.P." 
           Sec. 17.  Minnesota Statutes 1994, section 323.45, 
        subdivision 5, is amended to read: 
           Subd. 5.  [FAILURE TO USE REQUIRED NAME.] If a person 
        purports to enter into a contract or other undertaking on behalf 
        of a general partnership that is a domestic or foreign limited 
        liability partnership and does not disclose to the other party 
        that part of the limited liability partnership's name that 
        complies with subdivision 1, then that person is personally 
        liable on the contract or undertaking, unless that person can 
        show that in making the contract or accepting the undertaking 
        the other party did not rely on the partnership being an 
        ordinary general partnership.  Any partner of a domestic or 
        foreign limited liability partnership who consents to a person 
        not making the disclosure described in this subdivision is also 
        personally liable on the contract or undertaking, unless that 
        partner can make the showing described in this subdivision. 
           Sec. 18.  Minnesota Statutes 1994, section 323.46, is 
        amended to read: 
           323.46 [APPLICABILITY TO FOREIGN AND INTERSTATE COMMERCE.] 
           Subdivision 1.  [CONDUCTING BUSINESS.] A domestic 
        partnership, including a domestic limited liability partnership, 
        formed and existing under this chapter, may conduct its 
        business, carry on its operations, and have and exercise the 
        powers granted by this chapter in any state, territory, 
        district, or possession of the United States or in any foreign 
        country. 
           Subd. 2.  [GOVERNING LAW.] It is the policy of this state 
        that the internal affairs of domestic partnerships, including 
        domestic limited liability partnerships, existing under this 
        chapter, including the liability of partners for debts and 
        obligations of partnerships, are subject to and governed by the 
        laws of this state. 
           Sec. 19.  [323.48] [GOVERNING LAW.] 
           Subdivision 1.  [STATE OF ORGANIZATION.] Subject to the 
        constitution of this state, the laws of the jurisdiction under 
        which a foreign limited liability partnership is organized 
        govern its organization and internal affairs and the liability 
        of its members.  A foreign limited liability partnership may not 
        be denied a registration in this state by reason of a difference 
        between those laws and the laws of this state.  
           Subd. 2.  [LIMITATIONS.] A foreign limited liability 
        partnership registered in this state has no greater rights and 
        privileges than a domestic limited liability partnership.  The 
        registration does not authorize the foreign limited liability 
        partnership to exercise any of its powers or purposes that a 
        domestic limited liability partnership is forbidden by law to 
        exercise in this state.  
           Sec. 20.  [323.49] [FOREIGN LIMITED LIABILITY 
        PARTNERSHIPS.] 
           Subdivision 1.  [STATEMENT OF QUALIFICATION.] Before 
        transacting business in this state, a foreign limited liability 
        partnership must file a statement of qualification as provided 
        in subdivision 3 with the secretary of state.  The statement is 
        effective for one year from the date of filing and may be 
        renewed for successive one-year periods as provided in 
        subdivision 2.  At the end of the one-year period, the statement 
        automatically expires unless a renewal statement is properly 
        filed.  Section 322B.945 applies to determine whether a foreign 
        limited liability partnership is transacting business. 
           Subd. 2.  [RENEWAL.] The foreign limited liability 
        partnership may file a renewal statement that complies with this 
        section no earlier than 60 days before the expiration of the 
        one-year period under subdivision 1.  A proper renewal extends 
        the partnership's status as a foreign limited liability 
        partnership for another one-year period, measured from the end 
        of the previous one-year period.  At the end of any renewal 
        period, the renewal statement automatically expires.  A foreign 
        limited liability partnership's statement may be renewed for an 
        unlimited number of one-year periods. 
           Subd. 3.  [CONTENTS OF STATEMENT OF QUALIFICATION.] A 
        foreign limited liability partnership's statement of 
        qualification and any renewal statement must contain: 
           (1) the name of the partnership, including the limited 
        liability partnership designation used in the home jurisdiction; 
           (2) the address of the partnership's principal place of 
        business; 
           (3) the name and street address of a person located in this 
        state that the partnership has authorized to act as the 
        partnership's agent for service of process; 
           (4) the jurisdiction of organization; and 
           (5) the signature of a partner. 
           The statement or renewal must be accompanied by a 
        certificate of status from the filing officer in the home 
        jurisdiction and a fee of $135. 
           Subd. 4.  [NAME OF FOREIGN LIMITED LIABILITY 
        PARTNERSHIP.] The name of the foreign limited liability 
        partnership must meet the requirements of section 323.45. 
           Subd. 5.  [CHANGES IN REGISTRATION INFORMATION.] If the 
        information in a statement becomes inaccurate after it is filed, 
        the general partnership must provide accurate information in any 
        subsequently filed renewal statement.  The inaccuracy has no 
        effect on the status of the partnership as a foreign limited 
        liability partnership in Minnesota. 
           Subd. 6.  [VOLUNTARY WITHDRAWAL OF STATUS.] A partnership 
        may, at any time, withdraw its statement of qualification by 
        filing with the secretary of state a withdrawal statement that 
        contains the following: 
           (1) the name of the partnership; 
           (2) a statement that the partnership is withdrawing its 
        current statement of qualification; 
           (3) an acknowledgment that the withdrawal ends the 
        partnership's qualification as a foreign limited liability 
        partnership in Minnesota; and 
           (4) the signature of a partner. 
           The withdrawal statement may state a delayed effective 
        date, if that date is before the expiration date of the 
        partnership's current statement of qualification.  If the 
        withdrawal statement does not state an effective date, the 
        statement is effective when filed. 
           Subd. 7.  [TRANSACTION OF BUSINESS WITHOUT 
        QUALIFICATION.] (a) A foreign limited liability partnership 
        transacting business in this state may not maintain any action, 
        suit, or proceeding in any court of this state until it has 
        filed a statement of qualification. 
           (b) The failure of a foreign limited liability partnership 
        to file a statement of qualification does not impair the 
        validity of any contract or act of the foreign limited liability 
        partnership or prevent the foreign limited liability partnership 
        from defending any action, suit, or proceeding in any court of 
        this state. 
           (c) A foreign limited liability partnership, by transacting 
        business in this state without a statement of qualification, 
        appoints the secretary of state as its agent on whom any notice, 
        process, or demand may be served. 
           (d) A partner of a foreign limited liability partnership is 
        not liable for the debts and obligations of the foreign limited 
        liability partnership solely by reason of the foreign limited 
        liability partnership's having transacted business in this state 
        without a valid statement of qualification. 
           Subd. 8.  [TRANSITION.] Any foreign limited liability 
        partnership which received a certificate of authority under 
        chapter 322B prior to the effective date of this act shall be 
        deemed to be in compliance with this section until December 29, 
        1995.  After that date, a certificate of authority issued under 
        chapter 322B and received by a foreign limited liability 
        partnership shall have no further effect. 
           Sec. 21.  Minnesota Statutes 1994, section 333.001, is 
        amended to read: 
           333.001 [DEFINITIONS.] 
           Subdivision 1.  As used in sections 333.001 to 333.06, the 
        following terms shall have the meanings given, unless the 
        context clearly indicates that a different meaning is intended. 
           Subd. 2.  [PERSON.] "Person" means one or more natural 
        persons; a limited liability company, whether domestic or 
        foreign; a registered limited liability partnership, whether 
        domestic or foreign; a partnership; a limited partnership; a 
        corporation, including a foreign, domestic, or nonprofit 
        corporation; a trust; or any other business organization. 
           Subd. 3.  [TRUE NAME.] "True name" means the true full name 
        of the natural person, if a proprietorship; the true full name 
        of each partner, if a partnership; the full corporate name as 
        stated in its articles, if a corporation; the full name of the 
        limited liability company as stated in its articles of 
        organization or certificate of authority; the full name of the 
        limited partnership, if a limited partnership; the full name of 
        the registered limited liability partnership; the true full name 
        of at least one trustee, if a trust; or the true full name of at 
        least one beneficial owner, if any other form of business 
        organization. 
           Subd. 4.  [ADDRESS.] "Address" means the full residential 
        address of each natural person, trustee or beneficial owner, 
        limited liability company, whether domestic or 
        foreign, registered limited liability partnership, whether 
        domestic or foreign, or corporation, included in subdivision 3, 
        and the address of the principal place in Minnesota where the 
        business is conducted or transacted. 
           Subd. 5.  [EXECUTED.] "Executed" means executed by one 
        natural person, if a proprietorship; by a general partner if a 
        general or limited partnership or limited liability partnership; 
        by a manager, if a limited liability company; by an officer, if 
        a corporation; by a trustee, if a trust; or by a beneficial 
        owner or managing agent, if some other form of business 
        organization. 
           Sec. 22.  Minnesota Statutes 1994, section 333.01, is 
        amended to read: 
           333.01 [COMMERCIAL ASSUMED NAMES; CERTIFICATE.] 
           No person shall hereafter carry on or conduct or transact a 
        commercial business in this state under any designation, name, 
        or style, which does not set forth the true name of every person 
        interested in such business unless such person shall file in the 
        office of the secretary of state, a certificate setting forth 
        the name and business address under which the business is 
        conducted or transacted, or is to be conducted or transacted, 
        and the true name of each person conducting or transacting the 
        same, with the address of such person.  The name of the business 
        must not include any of the following phrases or their 
        abbreviations:  corporation, incorporated, limited, chartered, 
        professional cooperative, association, limited partnership, 
        limited liability company, professional limited liability 
        company, limited liability partnership, or professional limited 
        liability partnership, except to the extent that an entity 
        filing a certificate would be authorized to use the phrase or 
        abbreviation.  The certificate shall be executed by one of the 
        persons conducting, or intending to conduct, the business.  The 
        certificate shall be published after it has been filed with the 
        secretary of state in a qualified newspaper in the county in 
        which the person has a principal or registered office for two 
        successive issues. 
           Sec. 23.  Minnesota Statutes 1994, section 333.055, 
        subdivision 4, is amended to read: 
           Subd. 4.  The secretary of state shall accept for filing 
        all certificates and renewals thereof which comply with the 
        provisions of sections 333.001 to 333.06 and which are 
        accompanied by the prescribed fees, notwithstanding the fact 
        that the assumed name disclosed therein may not be 
        distinguishable from one or more other assumed names already 
        filed with the secretary of state.  In the event of duplication 
        or similarity, the secretary of state shall, within 20 days 
        after the filing, notify in writing each previously filed 
        business holding a certificate for the assumed name or a similar 
        assumed name, of the duplication or similarity, including in the 
        notice the name and last known address of the person so filing.  
        The secretary of state shall not accept for filing a certificate 
        that discloses an assumed name that is not distinguishable from 
        a corporate, limited liability company, limited liability 
        partnership, cooperative, or limited partnership name in use or 
        reserved in this state by another or a trade or service mark 
        registered with the secretary of state, unless there is filed 
        with the certificate a written consent, court decree of prior 
        right, or affidavit of nonuser of the kind required by section 
        302A.115, subdivision 1, clause (d).  The secretary of state 
        shall determine whether a name is distinguishable from another 
        name for purposes of this subdivision. 
           Sec. 24.  Minnesota Statutes 1994, section 333.21, 
        subdivision 1, is amended to read: 
           Subdivision 1.  Upon a finding by the secretary of state 
        that the mark and application for registration comply with the 
        requirements of sections 333.18 to 333.31, and that the class 
        indicated, if any, in which the mark is to be registered is not 
        clearly incorrect, the secretary of state shall cause a 
        certificate of registration to be issued and delivered to the 
        applicant.  The certificate of registration shall be issued 
        under the signature of the secretary of state and the seal of 
        the state, and shall show the registrant's name and business 
        address and, if a corporation or a limited liability company, 
        the state of incorporation or organization, the date claimed for 
        the first use of the mark in this state, the class of goods or 
        services, and a description of the goods or services in 
        connection with which the mark is used, a reproduction of the 
        mark, the registration date and the term of the registration. 
           Sec. 25.  Minnesota Statutes 1994, section 336.9-403, is 
        amended to read: 
           336.9-403 [WHAT CONSTITUTES FILING; DURATION OF FILING; 
        EFFECT OF LAPSED FILING; DUTIES OF FILING OFFICER.] 
           (1) Presentation for filing of a financing statement and 
        tender of the filing fee or acceptance of the statement by the 
        filing officer constitutes filing under this article. 
           (2) Except as provided in subsection (6) a filed financing 
        statement is effective for a period of five years from the date 
        of filing.  The effectiveness of a filed financing statement 
        lapses on the expiration of the five-year period unless a 
        continuation statement is filed prior to the lapse.  If a 
        security interest perfected by filing exists at the time 
        insolvency proceedings are commenced by or against the debtor, 
        the security interest remains perfected until termination of the 
        insolvency proceedings and thereafter for a period of 60 days or 
        until expiration of the five-year period, whichever occurs later 
        regardless of whether the financing statement filed as to that 
        security interest is destroyed by the filing officer pursuant to 
        subsection (3).  Upon lapse the security interest becomes 
        unperfected, unless it is perfected without filing.  If the 
        security interest becomes unperfected upon lapse, it is deemed 
        to have been unperfected as against a person who became a 
        purchaser or lien creditor before lapse. 
           (3) A continuation statement may be filed by the secured 
        party within six months prior to the expiration of the five-year 
        period specified in subsection (2).  Any such continuation 
        statement must be signed by the secured party, set forth the 
        name, social security number or other tax identification number 
        of the debtor, and address of the debtor and secured party as 
        those items appear on the original financing statement or the 
        most recently filed amendment, identify the original statement 
        by file number and filing date, and state that the original 
        statement is still effective.  A continuation statement signed 
        by a person other than the secured party of record must be 
        accompanied by a separate written statement of assignment signed 
        by the secured party of record and complying with subsection (2) 
        of section 336.9-405, including payment of the required fee.  
        Upon timely filing of the continuation statement, the 
        effectiveness of the original statement is continued for five 
        years after the last date to which the filing was effective 
        whereupon it lapses in the same manner as provided in subsection 
        (2) unless another continuation statement is filed prior to such 
        lapse.  Succeeding continuation statements may be filed in the 
        same manner to continue the effectiveness of the original 
        statement.  Unless a statute on disposition of public records 
        provides otherwise, the filing officer may remove a lapsed 
        statement from the files and destroy it immediately if the 
        officer has retained a microfilm or other photographic record, 
        or in other cases after one year after the lapse.  The filing 
        officer shall so arrange matters by physical annexation of 
        financing statements to continuation statements or other related 
        filings, or by other means, that if the officer physically 
        destroys the financing statements of a period more than five 
        years past, those which have been continued by a continuation 
        statement or which are still effective under subsection (6) 
        shall be retained.  If insolvency proceedings are commenced by 
        or against the debtor, the secured party shall notify the filing 
        officer both upon commencement and termination of the 
        proceedings, and the filing officer shall not destroy any 
        financing statements filed with respect to the debtor until 
        termination of the insolvency proceedings.  The security 
        interest remains perfected until termination of the insolvency 
        proceedings and thereafter for a period of 60 days or until 
        expiration of the five-year period, whichever occurs later. 
           (4) Except as provided in subsection (7) a filing officer 
        shall mark each statement with a file number and with the date 
        and hour of filing and shall hold the statement or a microfilm 
        or other photographic copy thereof for public inspection.  In 
        addition the filing officer shall index the statements according 
        to the name of the debtor and shall note in the index the file 
        number, the address of the debtor given in the statement, and 
        the social security number or other tax identification number of 
        the debtor given in the statement. 
           (5) The secretary of state shall prescribe uniform forms 
        for statements and samples thereof shall be furnished to all 
        filing officers in the state.  The uniform fee for filing and 
        indexing and for stamping a copy furnished by the secured party 
        to show the date and place of filing: 
           (a) for an original financing statement or statement of 
        continuation on a standard form prescribed by the secretary of 
        state, is $15 for up to two debtor names and $15 for each 
        additional name thereafter; 
           (b) for an original financing statement or statement of 
        continuation that is not on a standard form prescribed by the 
        secretary of state, is $20 for up to two debtor names and $20 
        for each additional name thereafter; 
           (c) for an amendment on a standard form prescribed by the 
        secretary of state that does not add debtor names, is $15; 
           (d) for an amendment that is not on a standard form 
        prescribed by the secretary of state and that does not add 
        debtor names, is $20; 
           (e) for an amendment on a standard form prescribed by the 
        secretary of state that does add debtor names adds more than one 
        debtor name, is $15 per debtor name; and 
           (f) for an amendment that is not on a standard form 
        prescribed by the secretary of state that does add debtor names 
        adds more than one debtor name, is $20 per debtor name. 
        In no case will a filing officer accept more than four 
        additional pages per financing statement for filing in the 
        uniform commercial code records. 
           The secretary of state shall adopt rules for filing, 
        amendment, continuation, termination, removal, and destruction 
        of financing statements. 
           (6) If the debtor is a transmitting utility (subsection (5) 
        of section 336.9-401) and a filed financing statement so states, 
        it is effective until a termination statement is filed.  A real 
        estate mortgage which is effective as a fixture filing under 
        subsection (6) of section 336.9-402 remains effective as a 
        fixture filing until the mortgage is released or satisfied of 
        record or its effectiveness otherwise terminates as to the real 
        estate. 
           (7) When a financing statement covers timber to be cut or 
        covers minerals or the like (including oil and gas) or accounts 
        subject to subsection (5) of section 336.9-103, or is filed as a 
        fixture filing, it shall be filed for record and the filing 
        officer shall index it under the names of the debtor and any 
        owner of record shown on the financing statement in the same 
        fashion as if they were the mortgagors in a mortgage of the real 
        estate described, and, to the extent that the law of this state 
        provides for indexing of mortgages under the name of the 
        mortgagee, under the name of the secured party as if the secured 
        party were the mortgagee thereunder, or, for filing offices 
        other than the secretary of state, where indexing is by 
        description in the same fashion as if the financing statement 
        were a mortgage of the real estate described.  
           (8) The fees provided for in this article shall supersede 
        the fees for similar services otherwise provided for by law 
        except in the case of security interests filed in connection 
        with a certificate of title on a motor vehicle. 
           Sec. 26.  Minnesota Statutes 1994, section 336A.11, 
        subdivision 2, is amended to read: 
           Subd. 2.  [REGISTRATION FORMS.] The secretary of state 
        shall make registration forms available to farm product 
        dealers.  The secretary of state must also make registration 
        forms information available to the commissioner of agriculture 
        for distribution to applicants for licensure under section 
        17A.04 or 223.17.  The registration form must include provisions 
        for the name and address of the farm product dealer, a request 
        for the master or partial master lists, and the medium on which 
        the farm product dealer desires to receive the master list.  
           Sec. 27.  [REPEALER.] 
           Minnesota Statutes 1994, section 322B.901, is repealed. 
           Sec. 28.  [EFFECTIVE DATE.] 
           Sections 11 to 20 and 27 are effective the day following 
        final enactment. 
                                   ARTICLE 4
           Section 1.  Minnesota Statutes 1994, section 302A.409, 
        subdivision 3, is amended to read: 
           Subd. 3.  [ISSUANCE PERMITTED.] A corporation may issue 
        rights to purchase after the terms, provisions, and conditions 
        of the rights to purchase to be issued, including the conversion 
        basis or the price at which securities may be purchased or 
        subscribed for, are fixed by the board, subject to any 
        restrictions in the articles.  Notwithstanding any provision of 
        this chapter, a corporation may issue rights to purchase or 
        amend the instrument or agreement fixing the terms, provisions, 
        and conditions of the rights to purchase to include terms and 
        conditions that prevent the holder of a specified percentage of 
        the outstanding shares of the corporation, including subsequent 
        transferees of the holder, from exercising those rights to 
        purchase. 
           Sec. 2.  [APPLICATION.] 
           Section 1 applies to issuances made before, on, or after 
        the effective date. 
           Presented to the governor May 4, 1995 
           Signed by the governor May 5, 1995, 9:10 a.m.

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