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1999 Minnesota Session Laws

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                            CHAPTER 133-S.F.No. 1060 
                  An act relating to state government; secretary of 
                  state; regulating service of process and certain 
                  notice requirements; regulating the names of certain 
                  business organizations; providing certain technical 
                  and conforming changes; amending Minnesota Statutes 
                  1998, sections 5.23, subdivision 1; 5.25, subdivisions 
                  3, 4, and 6; 281.23, subdivision 6; 323A.10-02; 
                  333.01, subdivision 1; 333.19, subdivision 1; and 
                  336.9-411. 
        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
           Section 1.  Minnesota Statutes 1998, section 5.23, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [FAILURE TO PAY FILING FEE.] If an 
        instrument authorized to be filed with the secretary of state 
        has been submitted with a payment order or item that is rejected 
        or dishonored, the secretary must remove the instrument from the 
        public record.  The secretary may also pursue collection of the 
        rejected or dishonored payment order or item and recover the 
        face amount of the payment order or item, any service fee, and 
        any additional collection costs incurred to collect the amount.  
        If the payment order or item is honored, the instrument must be 
        returned to the public record as of the date the payment order 
        or item is honored and an instrument is presented for filing.  
        The secretary may impose restrictions on the manner of payment 
        that will be accepted for any future filings.  This subdivision 
        does not apply to financing statements filed under chapter 336. 
           Sec. 2.  Minnesota Statutes 1998, section 5.25, subdivision 
        3, is amended to read: 
           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 one copy of the process, notice, or demand 
        along with payment of a $35 fee. 
           Sec. 3.  Minnesota Statutes 1998, section 5.25, subdivision 
        4, is amended to read: 
           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 one copy 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.  One copy of the process must be served in duplicate 
        upon on 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.  
           Sec. 4.  Minnesota Statutes 1998, section 5.25, subdivision 
        6, is amended to read: 
           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 a 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. 
           Sec. 5.  Minnesota Statutes 1998, section 281.23, 
        subdivision 6, is amended to read: 
           Subd. 6.  [SERVICE OF NOTICE.] (a) Forthwith after the 
        commencement of such publication or mailing the county auditor 
        shall deliver to the sheriff of the county or any other person 
        not less than 18 years of age a sufficient number of copies of 
        such notice of expiration of redemption for service upon the 
        persons in possession of all parcels of such land as are 
        actually occupied and documentation if the certified mail notice 
        was returned as undeliverable or the notice was not mailed to 
        the address associated with the property.  Within 30 days after 
        receipt thereof, the sheriff or other person serving the notice 
        shall make such investigation as may be necessary to ascertain 
        whether or not the parcels covered by such notice are actually 
        occupied parcels, and shall serve a copy of such notice of 
        expiration of redemption upon the person in possession of each 
        parcel found to be an occupied parcel, in the manner prescribed 
        for serving summons in a civil action.  The sheriff or other 
        person serving the notice shall make prompt return to the 
        auditor as to all notices so served and as to all parcels found 
        vacant and unoccupied.  Such return shall be made upon a copy of 
        such notice and shall be prima facie evidence of the facts 
        therein stated. 
           If the notice is served by the sheriff, the sheriff shall 
        receive from the county, in addition to other compensation 
        prescribed by law, such fees and mileage for service on persons 
        in possession as are prescribed by law for such service in other 
        cases, and shall also receive such compensation for making 
        investigation and return as to vacant and unoccupied lands as 
        the county board may fix, subject to appeal to the district 
        court as in case of other claims against the county.  As to 
        either service upon persons in possession or return as to vacant 
        lands, the sheriff shall charge mileage only for one trip if the 
        occupants of more than two tracts are served simultaneously, and 
        in such case mileage shall be prorated and charged equitably 
        against all such owners. 
           (b) The secretary of state shall receive sheriff's service 
        for all out-of-state interests. 
           Sec. 6.  Minnesota Statutes 1998, section 323A.10-02, is 
        amended to read: 
           323A.10-02 [NAME.] 
           The name of a limited liability partnership must end with 
        meet the standard found in section 302A.115, except that the 
        name must include "Registered Limited Liability Partnership," 
        "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," 
        or "LLP." rather than the corporate designators found in section 
        302A.115, subdivision 1, paragraph (b). 
           Sec. 7.  Minnesota Statutes 1998, section 333.01, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [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, cooperative, 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. 8.  Minnesota Statutes 1998, section 333.19, 
        subdivision 1, is amended to read: 
           Subdivision 1.  A trademark or service mark by which the 
        goods or services of any applicant for registration may be 
        distinguished from the goods or services of others must not be 
        registered if it:  
           (1) consists of or comprises immoral, deceptive or 
        scandalous matter; or 
           (2) consists of or comprises matter which may disparage or 
        falsely suggest a connection with persons, living or dead, 
        institutions, beliefs, or national symbols, or bring them into 
        contempt, or disrepute; or 
           (3) consists of or comprises the flag or coat of arms or 
        other insignia of the United States, or of any state or 
        municipality, or of any foreign nation, or any simulation of 
        this insignia; or 
           (4) consists of or comprises the name, signature or 
        portrait of any living individual, except with written consent; 
        or 
           (5) consists of a mark which, (i) when applied to the goods 
        or used to identify the services of the applicant, is merely 
        descriptive or deceptively misdescriptive of them, or (ii) when 
        applied to the goods or used to identify the services of the 
        applicant is primarily geographically descriptive or deceptively 
        misdescriptive of them, or (iii) is primarily merely a surname 
        provided, however, that nothing in this clause (5) shall prevent 
        the registration of a mark used in this state by the applicant 
        which has become distinctive of the applicant's goods or 
        services.  The secretary of state may accept as evidence that 
        the mark has become distinctive, as applied to the applicant's 
        goods or used to identify the services, proof of substantially 
        exclusive and continuous use as a mark by the applicant in this 
        state for the five years next preceding the date of the filing 
        of the application for registration; or 
           (6) consists of or comprises a mark which so resembles a 
        mark registered in this state or a corporate, limited liability 
        company, limited liability partnership, cooperative, or limited 
        partnership name in use or reserved in this state by another, or 
        a mark or trade name previously used in this state by another 
        and not abandoned, as to be likely, when applied to the goods or 
        used to identify the services of the applicant, to cause 
        confusion or mistake or to deceive.  The secretary of state may 
        require the applicant to obtain affidavits by both the applicant 
        and by the holder of the previously registered name or mark in 
        making this determination. 
           Sec. 9.  Minnesota Statutes 1998, section 336.9-411, is 
        amended to read: 
           336.9-411 [COMPUTERIZED FILING SYSTEM.] 
           (a) The secretary of state shall develop and implement a 
        statewide computerized filing system to accumulate and 
        disseminate information relative to lien statements, financing 
        statements, state and federal tax lien notices, and other 
        Uniform Commercial Code documents.  The computerized filing 
        system must allow information to be entered and retrieved from 
        the computerized filing system by county recorders, the 
        department of revenue, the department of economic security, and 
        the Internal Revenue Service.  
           (b) County recorders shall enter information relative to 
        lien statements, financing statements, state and federal tax 
        lien notices, and other Uniform Commercial Code documents filed 
        in their offices into a central database maintained by the 
        secretary of state.  The information must be entered under the 
        rules of the secretary of state.  This requirement does not 
        apply to tax lien notices filed under sections 268.058, 
        subdivision 1, paragraph (b), clause (2); 270.69, subdivision 2, 
        paragraph (b), clause (2); and 272.488, subdivision 1, but does 
        apply to entry of the date and time of receipt and county 
        recorder's file number of those notices.  
           (c) The secretary of state may allow private parties to 
        have electronic-view-only electronic access to the computerized 
        filing system and to other computerized records maintained by 
        the secretary of state on a fee basis, except that visual access 
        to electronic display terminals at the public counters at the 
        secretary of state's office will be without charge and available 
        during public counter hours.  If the computerized filing system 
        allows a form of electronic access to information regarding the 
        obligations of debtors, the access must be available 24 hours a 
        day, every day of the year. 
           Notwithstanding section 13.49, private parties who have 
        electronic-view-only electronic access to computerized records 
        may view the social security number information about a debtor 
        that is of record. 
           (d) The secretary of state shall adopt rules to implement 
        the computerized filing system.  The rules must:  
           (1) allow filings to be made at the offices of all county 
        recorders and the secretary of state's office as required by 
        section 336.9-401; 
           (2) establish a central database for all information 
        relating to liens and security interests that are filed at the 
        offices of county recorders and the secretary of state; 
           (3) provide procedures for entering data into a central 
        database; 
           (4) allow the offices of all county recorders and the 
        secretary of state's office to add, modify, and delete 
        information in the central database as required by the Uniform 
        Commercial Code; 
           (5) allow the offices of all county recorders and the 
        secretary of state's office to have access to the central 
        database for review and search capabilities; 
           (6) allow the offices of all county recorders to have 
        electronic-view-only electronic access to the computerized 
        business information records on file with the secretary of 
        state; 
           (7) require the secretary of state to maintain the central 
        database; 
           (8) provide security and protection of all information in 
        the central database and monitor the central database to ensure 
        that unauthorized entry is not allowed; 
           (9) require standardized information for entry into the 
        central database; 
           (10) prescribe an identification procedure for debtors and 
        secured parties that will enhance lien and financing statement 
        searches; and 
           (11) prescribe a procedure for phasing-in or converting 
        from the existing filing system to a computerized filing system. 
           (e) The secretary of state, county recorders, and their 
        employees and agents shall not be liable for any loss or damages 
        arising from errors in or omissions from information entered 
        into the computerized filing system as a result of the 
        electronic transmission of tax lien notices under sections 
        268.058, subdivision 1, paragraph (b), clause (2); 270.69, 
        subdivision 2, paragraph (b), clause (2); 272.483; and 272.488, 
        subdivisions 1 and 3. 
           Presented to the governor May 4, 1999 
           Signed by the governor May 7, 1999, 12:20 p.m.

700 State Office Building, 100 Rev. Dr. Martin Luther King Jr. Blvd., St. Paul, MN 55155 ♦ Phone: (651) 296-2868 ♦ TTY: 1-800-627-3529 ♦ Fax: (651) 296-0569