1.1 	A bill for an act
1.2 	relating to business organizations; regulating the organization and operation of 
1.3 	business corporations, nonprofit corporations, and limited liability companies; 
1.4 	providing for consistent law relating to registered agents and offices of business 
1.5 	entities; repealing the prohibition against certain business names;amending 
1.6 	Minnesota Statutes 2008, sections 5.16, subdivision 1; 222.18, subdivision 1; 
1.7 	302A.011, subdivision 18; 302A.121; 302A.123; 302A.215, subdivision 3; 
1.8 	302A.311; 302A.341, subdivision 2; 302A.402, subdivisions 3, 4; 302A.429, 
1.9 	subdivision 2; 302A.435, subdivision 1; 302A.461, subdivision 2; 302A.661, 
1.10 	subdivision 1; 303.05, subdivision 1; 303.10; 308A.025; 308A.131, subdivision 
1.11 	1; 308B.115; 317A.011, subdivision 15; 317A.111, subdivisions 1, 3, 4, by 
1.12 	adding a subdivision; 317A.121; 317A.123; 317A.133, subdivisions 1, 2, 3; 
1.13 	317A.181, subdivision 2, by adding a subdivision; 317A.203; 317A.227; 
1.14 	317A.231, subdivisions 1, 4; 317A.237; 317A.239, subdivisions 1, 3; 317A.241, 
1.15 	subdivisions 1, 2, by adding a subdivision; 317A.255, subdivision 1; 317A.301; 
1.16 	317A.311; 317A.315; 317A.321; 317A.341, subdivision 2; 317A.521, 
1.17 	subdivision 9; 317A.613, subdivision 2; 317A.661; 317A.721, subdivisions 1, 3; 
1.18 	321.0114; 321.0905; 322B.03, subdivision 29; 322B.13; 322B.135; 322B.34, 
1.19 	subdivision 1; 322B.373, subdivision 2; 322B.676; 322B.686, subdivision 2; 
1.20 	322B.77, subdivision 1; 322B.935; 323A.1001; 323A.1102; 333.20, subdivision 
1.21 	1; 333.22, subdivisions 1, 3; Minnesota Statutes 2009 Supplement, sections 5.15; 
1.22 	5.34; 5.35; 303.06, subdivision 2; 321.0809; 321.0902; 321.0906; Laws 2008, 
1.23 	chapter 233, article 3, section 8; proposing coding for new law in Minnesota 
1.24 	Statutes, chapter 5; repealing Minnesota Statutes 2008, section 333.17.
1.25 	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

1.26 	ARTICLE 1
1.27 	BUSINESS ORGANIZATIONS

1.28 	Section 1. Minnesota Statutes 2008, section 302A.011, subdivision 18, is amended to 
1.29 	read:
1.30 		Subd. 18.Officer. "Officer" means the chief executive officer, the chief financial 
1.31 	officer, a person elected, appointed, or otherwise designated as an officer by the board
2.1 	pursuant to section 302A.311, and any other person deemed elected as an officer pursuant 
2.2 	to section 302A.321. 

2.3 	Sec. 2. Minnesota Statutes 2008, section 302A.215, subdivision 3, is amended to read:
2.4 		Subd. 3.Modifications of cumulative voting. With respect to a corporation that 
2.5 	is not a publicly held corporation, no amendment to the articles or bylaws that has the 
2.6 	effect of denying, limiting, or modifying the right to cumulative voting for directors 
2.7 	provided in this section shall be adopted if the votes of a proportion of the voting power 
2.8 	sufficient to elect a director at an election of the entire board under cumulative voting 
2.9 	are cast against the amendment.

2.10 	Sec. 3. Minnesota Statutes 2008, section 302A.311, is amended to read:
2.11 	302A.311 OTHER OFFICERS.
2.12 	The board may elect or appoint, in a manner set forth in the articles or bylaws or in 
2.13 	a resolution approved by the affirmative vote of a majority of the directors present, any 
2.14 	other officers or agents the board deems necessary for the operation and management of 
2.15 	the corporation, each of whom shall have the powers, rights, duties, responsibilities, and 
2.16 	terms in office provided for in the articles or bylaws or determined by the board. To the 
2.17 	extent authorized in the articles, the bylaws, or a resolution approved by the affirmative 
2.18 	vote of a majority of the directors present, the chief executive officer may appoint one 
2.19 	or more officers, other than the chief financial officer. An election or appointment as 
2.20 	described in this section is subject to the provisions of a shareholder control agreement.

2.21 	Sec. 4. Minnesota Statutes 2008, section 302A.341, subdivision 2, is amended to read:
2.22 		Subd. 2.Removal. An officer may be removed at any time, with or without cause, 
2.23 	by a resolution approved by the affirmative vote of a majority of the directors present, 
2.24 	subject to the provisions of a shareholder control agreement. The An officer appointed by 
2.25 	the chief executive officer may also be removed at any time, with or without cause, by the 
2.26 	chief executive officer. To the extent authorized in the articles, the bylaws, or a resolution 
2.27 	approved by the affirmative vote of a majority of the directors present, the chief executive 
2.28 	officer of a corporation that is not a closely held corporation may remove an officer elected 
2.29 	or appointed by the board, other than the chief financial officer. A removal as described 
2.30 	in this subdivision is subject to the provisions of a shareholder control agreement and is 
2.31 	without prejudice to any contractual rights of the officer.

2.32 	Sec. 5. Minnesota Statutes 2008, section 302A.402, subdivision 3, is amended to read:
3.1 		Subd. 3.By action of board alone; filing of articles of amendment. (a) Subject to 
3.2 	the restrictions provided in subdivision 2 or any provision in the articles that states that 
3.3 	section 302A.402, subdivision 3, does not apply, a share dividend, division, or combination 
3.4 	may be effected by action of the board alone, without the approval of shareholders under 
3.5 	sections 302A.135 and 302A.137. In effecting a share dividend, division, or combination 
3.6 	under this subdivision, the board may amend the articles to increase or decrease the par 
3.7 	value of shares, increase or decrease the number of authorized shares, but only if the 
3.8 	amendment will not result in the percentage of authorized shares of any class or series 
3.9 	remaining unissued after the share dividend, division, or combination exceeding the 
3.10 	percentage of authorized shares of that class or series that were unissued before the share 
3.11 	dividend, division, or combination, and make any other change necessary or appropriate to 
3.12 	assure ensure that the rights or preferences of the holders of outstanding shares of any class 
3.13 	or series will not be adversely affected by the share dividend, division, or combination.  
3.14 	(b) If a share dividend, division, or combination that includes an amendment of the 
3.15 	articles is effected under this subdivision, then articles of amendment must be prepared 
3.16 	that contain the information required by section 302A.139 and a statement that the 
3.17 	amendment will not adversely affect the rights or preferences of the holders of outstanding 
3.18 	shares of any class or series and will not result in the percentage of authorized shares of 
3.19 	any class or series that remains unissued after the share dividend, division, or combination 
3.20 	exceeding the percentage of authorized shares of that class or series that were unissued 
3.21 	before the share dividend, division, or combination.  

3.22 	Sec. 6. Minnesota Statutes 2008, section 302A.402, subdivision 4, is amended to read:
3.23 		Subd. 4.Changes in voting rights; fractional shares. For purposes of this section, 
3.24 	an increase or decrease in the relative voting rights of the shares that are the subject of the 
3.25 	share dividend, division, or combination that arises solely from the increase or decrease 
3.26 	in the number of shares outstanding is not an adverse effect on the outstanding shares of 
3.27 	any class or series and any increase in the percentage of authorized shares remaining 
3.28 	unissued arising solely from the elimination of fractional shares under section 302A.423
3.29 	must be disregarded.  

3.30 	Sec. 7. Minnesota Statutes 2008, section 302A.429, subdivision 2, is amended to read:
3.31 		Subd. 2.Restrictions permitted. A written restriction on the transfer or registration 
3.32 	of transfer of securities of a corporation that is not manifestly unreasonable under the 
3.33 	circumstances and is either: (1) noted conspicuously on the face or back of the certificate; 
3.34 	or (2) included in information sent to the holders of uncertificated shares in accordance 
4.1 	with section 302A.417, subdivision 7, may be enforced is valid and specifically 
4.2 	enforceable against the holder of the restricted securities or a successor or transferee of 
4.3 	the holder, including a pledgee or a legal representative. Unless noted conspicuously 
4.4 	on the face or back of the certificate or included in information sent to the holders of 
4.5 	uncertificated shares in accordance with section 302A.417, subdivision 7, a restriction, 
4.6 	even though permitted by this section, is ineffective against a person without knowledge 
4.7 	of the restriction. A restriction under this section is deemed to be noted conspicuously and 
4.8 	is effective if the existence of the restriction is stated on the certificate and reference is 
4.9 	made to a separate document creating or describing the restriction.  

4.10 	Sec. 8. Minnesota Statutes 2008, section 302A.435, subdivision 1, is amended to read:
4.11 		Subdivision 1.To whom given. Except as otherwise provided in this chapter, notice 
4.12 	of all meetings of shareholders shall be given to every holder of shares entitled to vote, 
4.13 	unless:
4.14 	(1) the meeting is an adjourned meeting to be held not more than 120 days after the 
4.15 	date fixed for the original meeting and the date, time, and place of the meeting were 
4.16 	announced at the time of the original meeting or any adjournment of the original meeting; 
4.17 	or
4.18 	(2) the following have been mailed by first class mail to a shareholder at the address 
4.19 	in the corporate records and returned undeliverable:
4.20 	(i) two consecutive annual regular meeting notices and notices of any special 
4.21 	meetings held during the period between the two annual regular meetings; or
4.22 	(ii) all payments of dividends sent during a 12-month period, provided there are at 
4.23 	least two sent during the 12-month period.
4.24 	If notice of an adjourned meeting is required under clause (1), then the date for 
4.25 	determination of shares entitled to notice of and entitled to vote at the adjourned meeting 
4.26 	must comply with section 302A.445, subdivision 1, except that if the date of the meeting 
4.27 	is set by court order, the court may provide that the original date of determination will 
4.28 	continue in effect or may fix a new date.  
4.29 	An action or meeting that is taken or held without notice under clause (2) has the 
4.30 	same force and effect as if notice was given. If the shareholder delivers a written notice of 
4.31 	the shareholder's current address to the corporation, the notice requirement is reinstated.

4.32 	Sec. 9. Minnesota Statutes 2008, section 302A.461, subdivision 2, is amended to read:
4.33 		Subd. 2.Other documents required. A corporation shall keep at its principal 
4.34 	executive office or at another place or places within the Untied States determined by the 
5.1 	board, or and, if its principal executive office or any such other place is outside of this 
5.2 	state, shall make available at its registered office or its principal executive office within 
5.3 	this state within ten days after receipt by an officer of the corporation of a written demand 
5.4 	for them made by a person described in subdivision 4, originals or copies of:
5.5 	(a) records of all proceedings of shareholders for the last three years;
5.6 	(b) records of all proceedings of the board for the last three years;
5.7 	(c) its articles and all amendments currently in effect;
5.8 	(d) its bylaws and all amendments currently in effect;
5.9 	(e) financial statements required by section 302A.463 and the financial statement for 
5.10 	the most recent interim period prepared in the course of the operation of the corporation for 
5.11 	distribution to the shareholders or to a governmental agency as a matter of public record; 
5.12 	(f) reports made to shareholders generally within the last three years;
5.13 	(g) a statement of the names and usual business addresses of its directors and 
5.14 	principal officers;
5.15 	(h) voting trust agreements described in section 302A.453; 
5.16 	(i) shareholder control agreements described in section 302A.457; and 
5.17 	(j) a copy of agreements, contracts, or other arrangements or portions of them 
5.18 	incorporated by reference under section  302A.111, subdivision 7. 

5.19 	Sec. 10. Minnesota Statutes 2008, section 302A.661, subdivision 1, is amended to read:
5.20 		Subdivision 1.Shareholder approval; when not required. A corporation may, by 
5.21 	affirmative vote of a majority of the directors present, upon those terms and conditions 
5.22 	and for those considerations, which may be money, securities, or other instruments for 
5.23 	the payment of money or other property, as the board deems expedient, and without 
5.24 	shareholder approval:
5.25 	(1) sell, lease, transfer, or otherwise dispose of all or substantially all of its property 
5.26 	and assets in the usual and regular course of its business;
5.27 	(2) grant a security interest in all or substantially all of its property and assets 
5.28 	whether or not in the usual and regular course of its business; or
5.29 	(3) transfer any or all of its property to an organization all the shares or other 
5.30 	ownership interests of which are owned directly, or indirectly through wholly owned 
5.31 	organizations, by the corporation.

5.32 	Sec. 11. Minnesota Statutes 2008, section 317A.011, subdivision 15, is amended to 
5.33 	read:
6.1 		Subd. 15.Officer. "Officer" means the president, the treasurer, however designated, 
6.2 	a person elected, appointed, or otherwise designated as an officer by the board or the 
6.3 	members pursuant to section 317A.311, and a person considereddeemed elected an officer 
6.4 	under section 317A.321.  

6.5 	Sec. 12. Minnesota Statutes 2008, section 317A.111, subdivision 3, is amended to read:
6.6 		Subd. 3.Statutory provisions that may be modified in articles or bylaws. The 
6.7 	following provisions govern a corporation unless modified in the articles or bylaws:
6.8 	(1) a certain method must be used for amending the articles (section 317A.133);
6.9 	(2) a corporation has perpetual duration and certain powers (section 317A.161);
6.10 	(3) certain procedures apply to the adoption, amendment, or repeal of bylaws by the 
6.11 	members with voting rights (section 317A.181);
6.12 	(4) a director holds office until expiration of the director's term and election of 
6.13 	a successor (section 317A.207);
6.14 	(5) the term of a director filling a vacancy expires at the end of the term the director 
6.15 	is filling (section 317A.207);
6.16 	(6) the compensation of directors is fixed by the board (section 317A.211);
6.17 	(7) a certain method must be used for removal of directors (section 317A.223);
6.18 	(8) a certain method must be used for filling board vacancies (section 317A.227);
6.19 	(9) board meetings must be held at least once per year, and if the board fails to select 
6.20 	a place for a board meeting, it must be held at the registered office (section 317A.231);
6.21 	(10) a director may call a board meeting, and the notice of the meeting need not state 
6.22 	the purpose of the meeting (section 317A.231);
6.23 	(11) a majority of the board is a quorum (section 317A.235);
6.24 	(12) the affirmative vote of the majority of directors present is required for board 
6.25 	action (section 317A.237);
6.26 	(13) a committee consists of one or more persons, who need not be directors, 
6.27 	appointed by the board (section 317A.241, subdivision 2), and a committee may create 
6.28 	one or more subcommittees, each consisting of one or more members of the committee, 
6.29 	and may delegate to a subcommittee any, or all, of the authority of the committee (section 
6.30 	317A.241, subdivision 3);
6.31 	(14) the president and treasurer have certain duties, until the board determines 
6.32 	otherwise (section 317A.305);
6.33 	(15) a certain method must be used for removal of officers (section 317A.341);
6.34 	(16) officers may delegate some or all of their duties and powers, if not prohibited by 
6.35 	the board from doing so (section 317A.351);
7.1 	(17) a corporation does not have members (section 317A.401);
7.2 	(18) the board may determine the consideration required to admit members (section 
7.3 	317A.401);
7.4 	(19) all members are entitled to vote and have equal rights and preferences in 
7.5 	matters (section 317A.401);
7.6 	(20) memberships may not be transferred (section 317A.405);
7.7 	(21) a corporation with voting members must hold a regular meeting of voting 
7.8 	members annually (section 317A.431);
7.9 	(22) if a specific minimum notice period has not been fixed by law, at least five days' 
7.10 	notice is required for a meeting of members (section 317A.435);
7.11 	(23) the board may fix a date up to 60 days before the date of a members meeting 
7.12 	as the date for determination of the members entitled to notice of and entitled to vote at 
7.13 	the meeting (section 317A.437);
7.14 	(24) each member with voting rights has one vote (section 317A.441);
7.15 	(25) the affirmative vote of the majority of members with voting rights present and 
7.16 	entitled to vote is required for action of the members, unless this chapter or the articles or 
7.17 	bylaws require a greater vote or voting by class (section 317A.443);
7.18 	(26) members with voting rights may take action at a meeting by voice or ballot, by 
7.19 	unanimous action without a meeting, by mailed ballot, or by electronic communication 
7.20 	(section 317A.443);
7.21 	(27) the number of members required for a quorum is ten percent of the members 
7.22 	entitled to vote (section 317A.451);
7.23 	(28) certain procedures govern acceptance of member acts (section 317A.455); and
7.24 	(29) indemnification of certain persons is required (section 317A.521).

7.25 	Sec. 13. Minnesota Statutes 2008, section 317A.111, subdivision 4, is amended to read:
7.26 		Subd. 4.Optional provisions; specific subjects. The following provisions relating 
7.27 	to the management or regulation of the affairs of a corporation may be included in the 
7.28 	articles or, except for naming members of the first board, in the bylaws:
7.29 	(1) the first board of directors may be named in the articles (section 317A.171);
7.30 	(2) additional qualifications for directors may be imposed (section 317A.205);
7.31 	(3) terms of directors may be staggered (section 317A.207);
7.32 	(4) the day or date, time, and place of board meetings may be fixed (section 
7.33 	317A.231);
7.34 	(5) in addition to the president, authority to sign and deliver certain documents may 
7.35 	be delegated to an officer or agent of the corporation (section 317A.305);
8.1 	(6) additional officers may be designated (section 317A.311);
8.2 	(7) additional powers, rights, duties, and responsibilities may be given to officers 
8.3 	(section 317A.311);
8.4 	(8) a method for filling vacant offices may be specified (section 317A.341);
8.5 	(9) membership criteria and procedures for admission may be established (section 
8.6 	317A.401);
8.7 	(10) membership terms may be fixed (section 317A.401);
8.8 	(11) a corporation may levy dues, assessments, or fees on members (section 
8.9 	317A.407);
8.10 	(12) a corporation may buy memberships (section 317A.413);
8.11 	(13) a corporation may have delegates with some or all the authority of members 
8.12 	(section 317A.415);
8.13 	(14) the day or date, time, and place of regular member meetings or the place of 
8.14 	special meetings may be fixed (section 317A.431);
8.15 	(15) certain persons may be authorized to call special meetings of members (section 
8.16 	317A.433);
8.17 	(16) notices of special member meetings may be required to contain certain 
8.18 	information (section 317A.433);
8.19 	(17) a larger than majority vote may be required for member action (section 
8.20 	317A.443);
8.21 	(18) members with voting rights may vote by proxy (section 317A.453); and
8.22 	(19) members with voting rights may enter into voting agreements (section 
8.23 	317A.457).

8.24 	Sec. 14. Minnesota Statutes 2008, section 317A.111, is amended by adding a 
8.25 	subdivision to read:
8.26 		Subd. 8.Dependence on facts outside of the articles. Except for provisions 
8.27 	included pursuant to subdivision 1, a provision of the articles may:
8.28 	(1) be made dependent upon facts ascertainable outside the articles, but only if the 
8.29 	manner in which the facts operate upon the provision is clearly and expressly set forth 
8.30 	in the articles; and
8.31 	(2) incorporate by reference some or all of the terms of an agreement, contract, or 
8.32 	other arrangement entered into by the corporation, but only if the corporation retains at 
8.33 	its principal executive office a copy of the agreement, contract, or other arrangement 
8.34 	or the portions incorporated by reference.

9.1 	Sec. 15. Minnesota Statutes 2008, section 317A.133, subdivision 1, is amended to read:
9.2 		Subdivision 1.Approval by incorporators or board. A majority of incorporators 
9.3 	may amend the articles by written action if no directors are named in the original articles, 
9.4 	if no directors have been elected, and if there are no members with voting rights. A 
9.5 	majority of all directors may amend the articles if there are no members with voting rights, 
9.6 	if members with voting rights have authorized the board to amend the articles under 
9.7 	subdivision 3, or if the amendment merely restates the existing articles, as amended. 
9.8 	Notice of the meeting and of the proposed amendment must be given to the board. An 
9.9 	amendment restating the existing articles may, but need not, be submitted to and approved 
9.10 	by the members with voting rights as provided in subdivision 2.

9.11 	Sec. 16. Minnesota Statutes 2008, section 317A.133, subdivision 2, is amended to read:
9.12 		Subd. 2.Approval by board and members with voting rights. Amendments to 
9.13 	the articles must be approved by the affirmative vote of a majority of the all directors and 
9.14 	by the members with voting rights. If an amendment is initiated by the directors, proper 
9.15 	notice of the proposed amendment must precede a member meeting of the members 
9.16 	with voting rights at which the amendment will be considered and must include the 
9.17 	substance of the proposed amendment. If an amendment is proposed and approved by 
9.18 	the members with voting rights, the those members may demand a special board meeting 
9.19 	within 60 days for consideration of the proposed amendment if a regular board meeting 
9.20 	would not occur within 60 days.

9.21 	Sec. 17. Minnesota Statutes 2008, section 317A.133, subdivision 3, is amended to read:
9.22 		Subd. 3.Approval by board where members have voting rights. (a) The 
9.23 	members with voting rights may authorize the board of directors, subject to paragraph (c), 
9.24 	to exercise from time to time the power of amendment of the articles without member
9.25 	approval of the members with voting rights.
9.26 	(b) When the members with voting rights have authorized the board of directors to 
9.27 	amend the articles, the board of directors, by the affirmative vote of a majority vote of all 
9.28 	directors, unless the articles, bylaws, or the members' resolution authorizing the board 
9.29 	action require a greater vote, may amend the articles at a meeting of the board. Notice of 
9.30 	the meeting and of the proposed amendment must be given to the board.
9.31 	(c) The members with voting rights voting at a meeting duly called for the purpose, 
9.32 	may prospectively revoke the authority of the board to exercise the power of the members 
9.33 	to amend the articles at a meeting duly called for that purpose.

10.1 	Sec. 18. Minnesota Statutes 2008, section 317A.181, is amended by adding a 
10.2 	subdivision to read:
10.3 		Subd. 1a.Adoption and amendment; no members with voting rights. Initial 
10.4 	bylaws may be adopted under section 317A.171 by a majority of the incorporators or the 
10.5 	first board. The bylaws may be amended in the manner provided in the articles or bylaws. 
10.6 	In the absence of such provision, a majority of directors may amend or repeal the bylaws.

10.7 	Sec. 19. Minnesota Statutes 2008, section 317A.181, subdivision 2, is amended to read:
10.8 		Subd. 2.Adoption; amendments and amendment; members with voting rights.
 10.9 	(a) Unless reserved by the articles to the members with voting rights, initial bylaws may 
10.10 	be adopted under section 317A.171 by a majority of the incorporators or by the first board. 
10.11 	Unless reserved by the articles to the members, the power to adopt, amend, or repeal 
10.12 	the bylaws is vested in the board. The power of the board is subject to the power of 
10.13 	the members with voting rights under paragraph (b) to adopt, amend, or repeal bylaws 
10.14 	adopted, amended, or repealed by the board. After the adoption of the initial bylaws and if 
10.15 	there are members with voting rights, the board may not adopt, amend, or repeal a bylaw
10.16 	The bylaws may be amended in the manner provided in the articles or bylaws. In the 
10.17 	absence of such provision, the following bylaw amendments are subject to approval by 
10.18 	the members with voting rights: fixing a quorum for meetings of members,; prescribing 
10.19 	procedures for removing directors or filling vacancies in the board, or; fixing the number 
10.20 	of directors or their classifications, qualifications, or terms of office, but may adopt or 
10.21 	amend a bylaw to increase the number of directors. A bylaw amendment to increase 
10.22 	or decrease the vote required for a member action must be approved by the members
10.23 	prescribing procedures for removing or adding members; and increasing or decreasing the 
10.24 	vote required for a member action. The board may adopt or amend a bylaw provision to 
10.25 	increase the number of directors without member approval.  
10.26 	(b) Unless the articles or bylaws provide otherwise, at least 50 members with 
10.27 	voting rights or ten percent of the members with voting rights, whichever is less, may 
10.28 	propose a resolution for action by the members to adopt, amend, or repeal bylaws adopted, 
10.29 	amended, or repealed by the board. The resolution must contain the provisions proposed 
10.30 	for adoption, amendment, or repeal. The limitations and procedures for submitting, 
10.31 	considering, and adopting the resolution are the same as provided in section 317A.133, 
10.32 	for amendment of the articles, except that board approval is not required. The articles or 
10.33 	bylaws may impose different or additional requirements for the members to adopt, amend, 
10.34 	or repeal the bylaws.

11.1 	Sec. 20. Minnesota Statutes 2008, section 317A.203, is amended to read:
11.2 	317A.203 NUMBER.
11.3 	A board of directors must consist of three or more individuals, with the number 
11.4 	specified in or fixed in accordance with the articles or bylaws. Notwithstanding section 
11.5 	317A.227, if the power to elect or appoint directors is vested in the board of directors and 
11.6 	if the number of directors falls below three, or such greater minimum number set forth in 
11.7 	the articles or bylaws, a majority of the directors in office may appoint or elect the number 
11.8 	of additional directors necessary to increase the board to three directors or such greater 
11.9 	minimum set forth in the articles or bylaws.

11.10 	Sec. 21. Minnesota Statutes 2008, section 317A.227, is amended to read:
11.11 	317A.227 VACANCIES.
11.12 	(a) Unless the articles or bylaws provide otherwise, and except as provided in 
11.13 	paragraphs (b), (c), and (d), if a vacancy occurs on the board of directors, including a 
11.14 	vacancy resulting from an increase in the number of directors:
11.15 	(1) the members with voting rights, if any, may fill the vacancy; or
11.16 	(2) the remaining members of the board, though less than a quorum, may fill the 
11.17 	vacancy.
11.18 	(b) If a vacant office was held by a director elected by a class, chapter, or other 
11.19 	organizational unit or by region or other geographic grouping, only members with voting 
11.20 	rights of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy.
11.21 	(c) If a vacant office was held by an appointed director, only the person who 
11.22 	appointed the director may fill the vacancy.
11.23 	(d) A vacancy that will occur at a specific later date may be filled before the vacancy 
11.24 	occurs but the new director may not take office until the vacancy occurs.

11.25 	Sec. 22. Minnesota Statutes 2008, section 317A.231, subdivision 1, is amended to read:
11.26 		Subdivision 1.Time; place. Meetings of the board may be held as provided in the 
11.27 	articles or bylaws in or out of this state. Unless the articles or bylaws provide otherwise, 
11.28 	a meeting of the board must be held at least once per year. If the articles or bylaws 
11.29 	or the board fail to select a place or method for selecting a place for a meeting, the 
11.30 	meeting must be held at the registered office. The board of directors may determine under 
11.31 	subdivision 2 that a meeting of the board of directors shall be held solely by means of 
11.32 	remote communication.

11.33 	Sec. 23. Minnesota Statutes 2008, section 317A.231, subdivision 4, is amended to read:
12.1 		Subd. 4.Calling meetings; notice. (a) Unless the articles or bylaws provide 
12.2 	otherwise, a director may call a board meeting by giving five days' notice to all directors 
12.3 	of the date, time, and place of the meeting. The notice must contain the substance of 
12.4 	the proposed amendment to the articles but otherwise need not state the purpose of the 
12.5 	meeting unless the articles or bylaws require it.
12.6 	(b) If the day or date, time, and place of a board meeting have been provided in the 
12.7 	articles or bylaws, or announced at a previous meeting of the board, notice is not required. 
12.8 	Notice of an adjourned meeting need not be given other than by announcement at the 
12.9 	meeting at which adjournment is taken.
12.10 	(c) Any notice to a director given under any provision of this chapter, the articles, or 
12.11 	the bylaws by a form of electronic communication consented to by the director to whom 
12.12 	the notice is given is effective when given. The notice is deemed given if by:
12.13 	(1) facsimile communication, when directed to a telephone number at which the 
12.14 	director has consented to receive notice;
12.15 	(2) electronic mail, when directed to an electronic mail address at which the director 
12.16 	has consented to receive notice;
12.17 	(3) a posting on an electronic network on which the director has consented to 
12.18 	receive notice, together with a separate notice to the director of the specific posting, upon 
12.19 	the later of:
12.20 	(i) the posting; or
12.21 	(ii) the giving of the separate notice; and
12.22 	(4) any other form of electronic communication by which the director has consented 
12.23 	to receive notice, when directed to the director.
12.24 	An affidavit of the secretary, other authorized officer, or authorized agent of the 
12.25 	corporation, that the notice has been given by a form of electronic communication is, in 
12.26 	the absence of fraud, prima facie evidence of the facts stated in the affidavit.
12.27 	(d) Consent by a director to notice given by electronic communication may be given 
12.28 	in writing or by authenticated electronic communication. Any consent so given may be 
12.29 	relied upon until revoked by the director, provided that no revocation affects the validity 
12.30 	of any notice given before receipt of revocation of the consent.

12.31 	Sec. 24. Minnesota Statutes 2008, section 317A.237, is amended to read:
12.32 	317A.237 ACT OF THE BOARD.
12.33 	The board shall take action by the affirmative vote of a majority of directors with 
12.34 	voting rights present and entitled to vote at a duly held meeting, unless this chapter or the 
13.1 	articles or bylaws require the affirmative vote of a larger proportion or number. Proxy 
13.2 	voting is not permitted.

13.3 	Sec. 25. Minnesota Statutes 2008, section 317A.239, subdivision 1, is amended to read:
13.4 		Subdivision 1.Method. An action required or permitted to be taken at a board 
13.5 	meeting may be taken by written action signed, or consented to by authenticated electronic 
13.6 	communication, by all of the directors. If the articles so provide, an action, other than 
13.7 	an action requiring member approval of members with voting rights, may be taken by 
13.8 	written action signed, or consented to by authenticated electronic communication, by the 
13.9 	number of directors that would be required to take the same action at a meeting of the 
13.10 	board at which all directors were present.

13.11 	Sec. 26. Minnesota Statutes 2008, section 317A.239, subdivision 3, is amended to read:
13.12 		Subd. 3.Notice; liability. When written action is permitted to be taken by less than 
13.13 	all directors, all directors must be notified immediately of its text and effective date. 
13.14 	Failure to provide the notice does not invalidate the written action. A director who does 
13.15 	not sign or consent to the written action is not liable for the action or actions taken thereby.

13.16 	Sec. 27. Minnesota Statutes 2008, section 317A.241, subdivision 1, is amended to read:
13.17 		Subdivision 1.Generally. The bylaws or a resolution approved by the affirmative 
13.18 	vote of a majority of the board directors currently holding office may establish committees 
13.19 	having the authority of the board in the management of the business of the corporation 
13.20 	to the extent provided in the bylaws or resolution. Committees may include a special 
13.21 	litigation committee consisting of one or more independent directors or other independent 
13.22 	persons to consider legal rights or remedies of the corporation and whether those rights 
13.23 	and remedies should be pursued. Committees other than special litigation committees are 
13.24 	subject at all times to the direction and control of the board.

13.25 	Sec. 28. Minnesota Statutes 2008, section 317A.241, subdivision 2, is amended to read:
13.26 		Subd. 2.Membership. Committee members must be natural persons. Unless the 
13.27 	articles or bylaws provide otherwise, a committee must consist of one or more persons, 
13.28 	who need not be directors, appointed by the board affirmative vote of a majority of the 
13.29 	directors present.

13.30 	Sec. 29. Minnesota Statutes 2008, section 317A.241, is amended by adding a 
13.31 	subdivision to read:
14.1 		Subd. 7.Subcommittees. Unless otherwise provided in the articles, the bylaws, or 
14.2 	the resolution of the board establishing the committee, a committee may create one or 
14.3 	more subcommittees, each consisting of one or more members of the committee, and may 
14.4 	delegate to a subcommittee any or all of the authority of the committee. In this chapter, 
14.5 	unless the language or context clearly indicates that a different meaning is intended, any 
14.6 	reference to a committee is deemed to include a subcommittee, and any reference to a 
14.7 	committee member is deemed to include a subcommittee member.

14.8 	Sec. 30. Minnesota Statutes 2008, section 317A.255, subdivision 1, is amended to read:
14.9 		Subdivision 1.Conflict; procedure when conflict arises. (a) A contract or other 
14.10 	transaction between a corporation and: (1) its director or a member of the family of its 
14.11 	director; (2) a director of a related organization, or a member of the family of a director 
14.12 	of a related organization; or (3) an organization in or of which the corporation's director, 
14.13 	or a member of the family of its director, is a director, officer, or legal representative or 
14.14 	has a material financial interest; is not void or voidable because the director or the other 
14.15 	individual or organization are parties or because the director is present at the meeting of 
14.16 	the members or the board or a committee at which the contract or transaction is authorized, 
14.17 	approved, or ratified, if a requirement of paragraph (b) is satisfied.
14.18 	(b) A contract or transaction described in paragraph (a) is not void or voidable if:
14.19 	(1) the contract or transaction was, and the person asserting the validity of the 
14.20 	contract or transaction has the burden of establishing that the contract or transaction was, 
14.21 	fair and reasonable as to the corporation when it was authorized, approved, or ratified;
14.22 	(2) the material facts as to the contract or transaction and as to the director's interest 
14.23 	are fully disclosed or known to the members and the contract or transaction is approved 
14.24 	in good faith by two-thirds of the members entitled to vote, not counting any vote that 
14.25 	the interested director might otherwise have, or the unanimous affirmative vote of all 
14.26 	members, whether or not entitled to vote;
14.27 	(3) the material facts as to the contract or transaction and as to the director's interest 
14.28 	are fully disclosed or known to the board or a committee, and the board or committee 
14.29 	authorizes, approves, or ratifies the contract or transaction in good faith by a majority of 
14.30 	the board directors or committee members currently holding office, provided that the 
14.31 	interested director or directors may not vote and are not considered present for purposes 
14.32 	of a quorum. If, as a result, the number of remaining directors is not sufficient to reach 
14.33 	a quorum, a quorum for the purpose of considering the contract or transaction is the 
14.34 	number of remaining directors or committee members, not counting any vote that the 
15.1 	interested director might otherwise have, and not counting the director in determining the 
15.2 	presence of a quorum; or
15.3 	(4) the contract or transaction is a merger or consolidation described in section 
15.4 	317A.601.  

15.5 	Sec. 31. Minnesota Statutes 2008, section 317A.301, is amended to read:
15.6 	317A.301 OFFICERS REQUIRED.
15.7 	A corporation must have one or more natural persons exercising the functions of the 
15.8 	offices of president and treasurer, however designated. The board shall elect or appoint 
15.9 	officers, except to the extent that the articles or bylaws provide that the members may 
15.10 	elect or appoint officers.

15.11 	Sec. 32. Minnesota Statutes 2008, section 317A.311, is amended to read:
15.12 	317A.311 OTHER OFFICERS.
15.13 	Except to the extent that the articles or bylaws provide that the members may 
15.14 	exercise the powers under this section, the board may elect or appoint, in a manner set 
15.15 	forth in the articles or bylaws or in a resolution adopted by the board, other officers or 
15.16 	agents the board considers necessary for the operation and management of the corporation, 
15.17 	each of whom has the powers, rights, duties, responsibilities, and terms in office provided 
15.18 	for in the articles or bylaws or determined by the board. Unless reserved to the members 
15.19 	with the voting rights, to the extent authorized in the articles, the bylaws, or a resolution 
15.20 	approved by the affirmative vote of a majority of the directors present, the president may 
15.21 	appoint one or more officers, other than the treasurer.

15.22 	Sec. 33. Minnesota Statutes 2008, section 317A.315, is amended to read:
15.23 	317A.315 MULTIPLE OFFICES.
15.24 	Unless the articles or bylaws provide otherwise, any number of offices or functions 
15.25 	of those offices may be held or exercised by the same person. If a document must be signed 
15.26 	by persons holding different offices or functions and a person holds or exercises more than 
15.27 	one of those offices or functions, that person may sign the document in more than one 
15.28 	capacity, but only if the document indicates each capacity in which the person signs.

15.29 	Sec. 34. Minnesota Statutes 2008, section 317A.321, is amended to read:
15.30 	317A.321 OFFICERS CONSIDERED ELECTED.
16.1 	In the absence of an election or appointment of officers by the board or the members
16.2 	with voting rights, the person exercising the principal functions of the president or the 
16.3 	treasurer is considered to have been elected to the office.

16.4 	Sec. 35. Minnesota Statutes 2008, section 317A.341, subdivision 2, is amended to read:
16.5 		Subd. 2.Removal. Except as otherwise provided in the articles or bylaws, an 
16.6 	officer may be removed, with or without cause, by a resolution adopted by the board or 
16.7 	by the members with voting rights, whichever elected or appointed the officer. TheAn 
16.8 	officer appointed by the president may also be removed at any time, with or without 
16.9 	cause, by the president. To the extent authorized in the articles, the bylaws, or a resolution 
16.10 	approved by the affirmative vote of a majority of the directors present, the president of 
16.11 	a corporation may remove an officer elected or appointed by the board, other than the 
16.12 	treasurer. A removal as described in this subdivision is without prejudice to contractual 
16.13 	rights of the officer.

16.14 	Sec. 36. Minnesota Statutes 2008, section 317A.521, subdivision 9, is amended to read:
16.15 		Subd. 9.Indemnification of other persons. This section does not Nothing in 
16.16 	this section shall be construed to limit the power of a corporation to indemnify other
16.17 	persons other than a director, officer, employee, or member of a committee of the board of 
16.18 	the corporation by contract or otherwise.

16.19 	Sec. 37. Minnesota Statutes 2008, section 317A.613, subdivision 2, is amended to read:
16.20 		Subd. 2.Approval by board and members with voting rights. When a constituent 
16.21 	corporation has members with voting rights, the board of directors of the corporation shall 
16.22 	adopt a resolution by the affirmative vote of a majority vote of all directors approving a 
16.23 	proposed plan of merger or consolidation and directing that the plan be submitted to a vote 
16.24 	at a meeting of the members with voting rights. Notice of the meeting must be given to 
16.25 	each member with voting rights, accompanied by a copy or summary of the proposed plan. 
16.26 	Unless the articles or bylaws require a greater vote, the plan of merger or consolidation is 
16.27 	adopted upon receiving the affirmative vote of a majority of the members who vote upon 
16.28 	the proposed plan with voting rights voting on the action.

16.29 	Sec. 38. Minnesota Statutes 2008, section 317A.661, is amended to read:
16.30 	317A.661 TRANSFER OF ASSETS; WHEN PERMITTED REQUIRED 
16.31 	APPROVAL.
17.1 		Subdivision 1.Member Approval; when not required. A corporation may sell, 
17.2 	lease, transfer, dispose of, or grant a security interest in all or substantially all of its 
17.3 	property and assets only as provided in this section.
17.4 		Subd. 1a.Transfer of assets in the regular course of business; approval 
17.5 	by board. Unless otherwise provided in its articles or bylaws, a corporation, by the 
17.6 	affirmative vote of the board a majority of directors, may sell, lease, transfer, or dispose 
17.7 	of all or substantially all of its property and assets in the usual and regular course of its 
17.8 	activities and, subject to section 317A.501, subdivision 1, grant a security interest in all or 
17.9 	substantially all of its property and assets whether or not in the usual and regular course of 
17.10 	its activities, upon those terms and conditions and for those considerations, which may be 
17.11 	money, securities, or other instruments for the payment of money or other property, as 
17.12 	the board considers expedient, in which case no member approval is required. Member 
17.13 	approval is not required under this section.
17.14 		Subd. 2.Voting member approval; when required Transfer of assets not in the 
17.15 	regular course of business. (a) A corporation, by the affirmative vote of the board a 
17.16 	majority of all directors, may sell, lease, transfer, or dispose of all or substantially all of 
17.17 	its property and assets, including its good will, not in the usual and regular course of its 
17.18 	activities, upon those terms and conditions and for those considerations, which may be 
17.19 	money, securities, or other instruments for the payment of money or other property, as the 
17.20 	board considers expedient, when approved at a regular or special meeting of the members 
17.21 	by the affirmative vote of the majority of the. If there are members with voting rights, the 
17.22 	sale, lease, transfer, or disposition must be submitted to the members under paragraph (b). 
17.23 	If there are no members with voting rights, member approval is not required. 
17.24 	Notice of the meeting must be given to the members with voting rights. The (b) 
17.25 	Written notice must be given to each member with voting rights, within the time and in the 
17.26 	manner provided in section 317A.435 for notice of meetings of members and, whether 
17.27 	the meeting is a regular or special meeting, must state that a purpose of the meeting is 
17.28 	to consider the sale, lease, transfer, or other disposition of all or substantially all of the 
17.29 	property and assets of the corporation. The sale, lease, transfer, or disposition must be 
17.30 	approved at a regular or special meeting of the members by the affirmative vote of the 
17.31 	majority of the members with voting rights voting on the action.
17.32 		Subd. 2a.Grant of security interest; approval by board. Unless otherwise 
17.33 	provided in its articles or bylaws and subject to section 317A.501, subdivision 1, a 
17.34 	corporation may, by the affirmative vote of a majority of directors, grant a security interest 
17.35 	in all or substantially all of its property and assets whether or not in the usual and regular 
17.36 	course of its activities, upon those terms and conditions and for those considerations, which 
18.1 	may be money, securities, or other instruments for the payment of money or other property, 
18.2 	as the board considers expedient. Member approval is not required under this section.
18.3 		Subd. 3.Notice to attorney general. If applicable, a corporation shall comply with 
18.4 	section 317A.811 before transferring all or substantially all of its assets under this section.  
18.5 		Subd. 4.Signing of documents. Confirmatory deeds, assignments, or similar 
18.6 	instruments to evidence a sale, lease, transfer, or other disposition may be signed and 
18.7 	delivered at any time in the name of the transferor by its current officers or, if the 
18.8 	corporation no longer exists, by its last officers.
18.9 		Subd. 5.Transferee liability. The transferee is liable for the debts, obligations, 
18.10 	and liabilities of the transferor only to the extent provided in the contract or agreement 
18.11 	between the transferee and the transferor or to the extent provided by this chapter or 
18.12 	other statutes of this state.

18.13 	Sec. 39. Minnesota Statutes 2008, section 317A.721, subdivision 1, is amended to read:
18.14 		Subdivision 1.Manner Approval required. A corporation may be dissolved by the 
18.15 	board and members with voting rights as provided in this section.

18.16 	Sec. 40. Minnesota Statutes 2008, section 317A.721, subdivision 3, is amended to read:
18.17 		Subd. 3.Approval by members with voting rights. (a) Written notice must be 
18.18 	given to each member with voting rights, within the time and in the manner provided in 
18.19 	section 317A.435 for notice of meetings of members and, whether the meeting is a regular 
18.20 	or a special meeting, must state that a purpose of the meeting is to consider dissolving 
18.21 	the corporation.  
18.22 	(b) The proposed dissolution must be submitted for approval at a meeting of 
18.23 	members. If the proposed dissolution is approved by the members with voting rights, 
18.24 	the dissolution must be started.

18.25 	Sec. 41. Minnesota Statutes 2008, section 322B.03, subdivision 29, is amended to read:
18.26 		Subd. 29.Manager. "Manager" means the chief manager, the treasurer, a person 
18.27 	elected, appointed, or otherwise designated as a manager by the board of governors
18.28 	pursuant to section 322B.676, and any other person considered elected as a manager 
18.29 	pursuant to section 322B.68. 

18.30 	Sec. 42. Minnesota Statutes 2008, section 322B.34, subdivision 1, is amended to read:
19.1 		Subdivision 1.To whom given. Except as otherwise provided in this chapter, 
19.2 	notice of all meetings of members must be given to every owner of membership interests 
19.3 	entitled to vote, unless:
19.4 	(1) the meeting is an adjourned meeting to be held not more than 120 days after the 
19.5 	date fixed for the original meeting and the date, time, and place of the meeting were 
19.6 	announced at the time of the original meeting or any adjournment of the original meeting; 
19.7 	or
19.8 	(2) the following have been mailed by first class mail to a member at the address in 
19.9 	the limited liability company records and returned undeliverable:
19.10 	(i) two consecutive annualregular meeting notices and notice of any special 
19.11 	meetings held during the period between the two annualregular meetings; and
19.12 	(ii) all payment of distributions sent during a 12-month period, provided there are at 
19.13 	least two sent during the 12-month period.
19.14 	If notice of an adjourned meeting is required under clause (1), then the date for 
19.15 	determination of members entitled to notice of, and entitled to vote at, the adjourned 
19.16 	meeting must comply with section 322B.356, subdivision 1, except that if the date of the 
19.17 	meeting is set by court order, the court may provide that the original date of determination 
19.18 	will continue in effect or may fix a new date.  
19.19 	An action or meeting that is taken or held without notice under clause (2) has the 
19.20 	same force and effect as if notice was given. If the member delivers a written notice of 
19.21 	the member's current address to the limited liability company, the notice requirement is 
19.22 	reinstated.

19.23 	Sec. 43. Minnesota Statutes 2008, section 322B.373, subdivision 2, is amended to read:
19.24 		Subd. 2.Right to inspect. (a) A member of a limited liability company has an 
19.25 	absolute right, upon written demand, to examine and copy, in person or by a legal 
19.26 	representative, at any reasonable time, and the limited liability company shall make 
19.27 	available within ten days after receipt by a manager of the limited liability company of 
19.28 	the written demand, all documents referred to in subdivision 1. If such documents are 
19.29 	maintained at a place outside of this state, the limited liability company shall make such 
19.30 	documents available at its registered office, at its principal executive office within this 
19.31 	state, or at such other place as the limited liability company and the member may agree.
19.32 	(b) A member of a limited liability company has a right, upon written demand, to 
19.33 	examine and copy, in person or by a legal representative, other limited liability company 
19.34 	records at any reasonable time only if the member demonstrates a proper purpose for 
19.35 	the examination.
20.1 	(c) For purposes of this section, a "proper purpose" is one reasonably related to the 
20.2 	person's interest as a member of the limited liability company.

20.3 	Sec. 44. Minnesota Statutes 2008, section 322B.676, is amended to read:
20.4 	322B.676 OTHER MANAGERS.
20.5 	The board of governors may elect or appoint, in a manner set forth in the articles 
20.6 	of organization, a member control agreement, or bylaws or in a resolution approved by 
20.7 	the affirmative vote of a majority of the governors present, any other managers or agents
20.8 	the board of governors considers necessary for the operation and management of the 
20.9 	limited liability company. Each of these managers and agents has the powers, rights, 
20.10 	duties, responsibilities, and terms in office provided for in the articles, a member control 
20.11 	agreement, or bylaws or determined by the board of governors. To the extent authorized in 
20.12 	the articles, the bylaws, or a resolution approved by the affirmative vote of a majority of 
20.13 	the governors present, and subject to any member control agreement, the chief manager 
20.14 	may appoint one or more managers, other than the treasurer.

20.15 	Sec. 45. Minnesota Statutes 2008, section 322B.686, subdivision 2, is amended to read:
20.16 		Subd. 2.Removal. Unless otherwise provided in the articles of organization, the 
20.17 	bylaws, or a member control agreement, a manager may be removed at any time, with 
20.18 	or without cause, by a resolution approved by the affirmative vote of a majority of the 
20.19 	governors present. A manager appointed by the chief manager also may be removed at 
20.20 	any time, with or without cause, by the chief manager. The articles of organization, the 
20.21 	bylaws, or the member control agreement may provide other manners of removing a 
20.22 	manager. Removal is without prejudice to any contractual rights of the manager.

20.23 	Sec. 46. Minnesota Statutes 2008, section 322B.77, subdivision 1, is amended to read:
20.24 		Subdivision 1.Member approval and when not required. A limited liability 
20.25 	company may, by affirmative vote of a majority of the governors present, upon those 
20.26 	terms and conditions and for those considerations, which may be money, securities, or 
20.27 	other instruments for the payment of money or other property, as the board of governors 
20.28 	considers expedient, and without member approval:
20.29 	(1) sell, lease, transfer, or otherwise dispose of all or substantially all of its property 
20.30 	and assets in the usual and regular course of its business;
20.31 	(2) grant a security interest in all or substantially all of its property and assets 
20.32 	whether or not in the usual and regular course of its business; or
21.1 	(3) transfer any or all of its property to an organization all the ownership interests 
21.2 	of which are owned directly or indirectly though wholly-owned organizations, by the 
21.3 	limited liability company.

21.4 	Sec. 47. Laws 2008, chapter 233, article 3, section 8, is amended to read:
21.5 	Sec. 8. EFFECTIVE DATE.
 21.6 	This article is effective for limited liability companies formed on or after January 
21.7 	1, 2009.

21.8 	EFFECTIVE DATE. This section is effective retroactively from January 1, 2009.

21.9 	ARTICLE 2
21.10 	REGISTERED AGENTS AND OFFICES

21.11 	Section 1. Minnesota Statutes 2009 Supplement, section 5.15, is amended to read:
21.12 	5.15 ONLINE SIGNATURES, ACKNOWLEDGMENT OR NOTARIZATION 
21.13 	ON DOCUMENTS; PENALTIES OF PERJURY.
21.14 	(a) No document submitted to the Office of the Secretary of State shall be required 
21.15 	to be notarized. Signing a document submitted to the secretary of state constitutes 
21.16 	"acknowledgment" as defined in section 358.41, clause (2), and "verification upon oath 
21.17 	or affirmation" as defined in section 358.41, clause (3). A person who signs a document 
21.18 	submitted to the secretary of state without authority to sign that document or who signs 
21.19 	the document knowing that the document is false in any material respect is subject to the 
21.20 	penalties of perjury set forth in section 609.48. 
21.21 	(b) Any document submitted to the Office of the Secretary of State online may be 
21.22 	signed by any person as agent of any person whose signature is required by law. The 
21.23 	signing party must indicate on the application that the person is acting as the agent of the 
21.24 	person whose signature would be required and that the person has been authorized to 
21.25 	sign on behalf of the applicant. The name of the person signing, entered on the online 
21.26 	application, constitutes a valid signature by such an agent.
21.27 	(c) Any document relating to a filing by a business entity or assumed name, or the 
21.28 	filing of a document under chapters 270, 272, 336, or 336A, submitted to the Office of the 
21.29 	Secretary of State on paper may be signed by any person as agent of any person whose 
21.30 	signature is required by law. The signing party must indicate on the document that they 
21.31 	are acting as the agent of the person whose signature would be required and that they have 
21.32 	been authorized to sign on behalf of that person.

22.1 	Sec. 2. Minnesota Statutes 2008, section 5.16, subdivision 1, is amended to read:
22.2 		Subdivision 1.Procedure to correct inaccurate or defective instruments.
 22.3 	Whenever an instrument authorized to be filed with the secretary of state has been filed and 
22.4 	is an inaccurate record of the action referred to in the instrument, contains an inaccurate or 
22.5 	erroneous statement, or was defectively or erroneously executed, sealed, acknowledged, or 
22.6 	verified, the instrument may be corrected by articles of correction. Whenever a filing party 
22.7 	has erroneously filed an instrument on the record of a business entity, the filing party may 
22.8 	file articles of correction that redirect the filing to be recorded on the appropriate business 
22.9 	entity within 60 days of the erroneous filing. Articles of correction must be signed by the 
22.10 	person who executed the original instrument or by a person authorized to sign on behalf of 
22.11 	that person. In the case of an entity other than a natural person, the articles of correction 
22.12 	must be signed by an authorized person.

22.13 	Sec. 3. Minnesota Statutes 2009 Supplement, section 5.34, is amended to read:
22.14 	5.34 ANNUAL RENEWAL FILINGS.
22.15 	(a) Any business registered with the secretary of state required to file an annual 
22.16 	renewal in order to maintain its active status, good standing, or existence under Minnesota 
22.17 	Statutes shall file that renewal, whether online or otherwise, in a format that states:
22.18 	(1) the name in Minnesota of the organization for which the renewal is filed;
22.19 	(2) the name of the organization in the jurisdiction in which it is organized, if 
22.20 	different;
22.21 	(3) the address of the registered office or designated office and the name of the 
22.22 	registered agent of the organization for service of process, if any;
22.23 	(4) the jurisdiction in which the organization is organized, if that jurisdiction is 
22.24 	not Minnesota;
22.25 	(5) the name and business address of the officer or other person exercising the 
22.26 	principal functions of the president of a nonprofit corporation, manager of a limited 
22.27 	liability company, or chief executive officer of a corporation or cooperative;
22.28 	(6) the address of the principal executive office of a domestic business corporation 
22.29 	or of a limited liability company or the principal place of business of a cooperative, if 
22.30 	different from the registered office address;
22.31 	(7) the address of the designated office and the name, street, and mailing address of 
22.32 	the agent for service of process in Minnesota of a limited partnership or foreign limited 
22.33 	partnership;
22.34 	(8) the street and mailing address of the principal office of a limited partnership;
23.1 	(9) the street and mailing address of the chief executive office of a partnership and, if 
23.2 	different, the street address of an office of a partnership in Minnesota, if any;
23.3 	(10) the name, street, mailing address, and telephone number of an individual 
23.4 	who may be contacted for purposes other than services of process on behalf of a 
23.5 	limited partnership or a limited liability partnership, if the agent for the limited liability 
23.6 	partnership, limited partnership, or foreign limited partnership is not an individual; and
23.7 	(11) the e-mail address of the organization to which notices from the secretary of 
23.8 	state will be directed, if the organization has an e-mail address.
23.9 	(b) Any business entity filed with the secretary of state whose articles were first filed 
23.10 	with the commissioner of commerce need not file an annual renewal with the secretary of 
23.11 	state.
23.12 	(c) If a cooperative formed under chapter 308A makes a change in the principal 
23.13 	place of business on the annual renewal, the secretary of state shall update the records 
23.14 	of that cooperative to reflect the new principal place of business without requiring an 
23.15 	amendment to the articles of incorporation of the cooperative.

23.16 	Sec. 4. Minnesota Statutes 2009 Supplement, section 5.35, is amended to read:
23.17 	5.35 AUTOMATIC NAME RESERVATION.
23.18 	Upon the dissolution or termination of the filing of any business entity or assumed 
23.19 	name  for failure to file the annual renewal, the secretary of state shall automatically file a 
23.20 	name reservation to hold that name on behalf of the dissolved or terminated entity for a 
23.21 	period of one year from the date of the dissolution or termination.

23.22 	EFFECTIVE DATE. This section is effective 30 days after the secretary of state 
23.23 	certifies that the information systems of the Office of the Secretary of State have been 
23.24 	modified to implement the amendment to this section.

23.25 	Sec. 5. [5.36] REGISTERED AGENT FOR SERVICE OF PROCESS.
23.26 		Subdivision 1.Registered office. A business entity shall continuously maintain a 
23.27 	registered office in this state. A registered office need not be the same as the principal 
23.28 	place of business in this state or the principal executive office of the corporation. If the 
23.29 	current registered office address listed in the records of the secretary of state is not an 
23.30 	actual office location, or is solely a post office box, the business entity must provide a new 
23.31 	registered office address that includes an actual office location and that may also include a 
23.32 	mailing address or post office box. A fee may not be charged if the registered office 
24.1 	address is being changed only to bring the address into compliance. The new registered 
24.2 	office address must have been approved by the governing body of the business entity. 
24.3 		Subd. 2.Registered agent. A business entity formed under the laws of Minnesota 
24.4 	may designate a registered agent in its formation document. A business entity formed 
24.5 	under the laws of another jurisdiction must designate a registered agent when registering 
24.6 	to do business in Minnesota. The registered agent may be a natural person residing in 
24.7 	this state, a domestic corporation, or limited liability company, or a foreign corporation 
24.8 	or foreign limited liability company authorized to transact business in this state. The 
24.9 	registered agent must maintain a business office that is identical with the registered office.
24.10 		Subd. 3.Change of agent or office. A business entity may change its registered 
24.11 	office, designate or change its registered agent, or state a change in the name of its 
24.12 	registered agent, by filing with the secretary of state a statement containing:
24.13 	(a) the name of the corporation;
24.14 	(b) if the address of its registered office is to be changed, the new address of its 
24.15 	registered office;
24.16 	(c) if its registered agent is to be designated or changed, the name of its new 
24.17 	registered agent;
24.18 	(d) if the name of its registered agent is to be changed, the name of its registered 
24.19 	agent as changed;
24.20 	(e) a statement that the address of its registered office and the address of the business 
24.21 	office of its registered agent, as changed, will be identical; and
24.22 	(f) a statement that the change of registered office or registered agent was authorized 
24.23 	by resolution approved by the affirmative vote of a majority of the governing body of the 
24.24 	business entity present.
24.25 		Subd. 4.Resignation of agent. A registered agent of a business entity may resign 
24.26 	by filing with the secretary of state a signed written notice of resignation, including 
24.27 	a statement that a signed copy of the notice has been given to the business entity at 
24.28 	its principal executive office or to a legal representative of the business entity. The 
24.29 	appointment of the agent terminates 30 days after the notice is filed with the secretary of 
24.30 	state.
24.31 		Subd. 5.Change of business address or name of agent. If the business address or 
24.32 	name of a registered agent changes, the agent shall change the address of the registered 
24.33 	office or the name of the registered agent, as the case may be, of each business entity 
24.34 	represented by that agent by filing with the secretary of state a statement as required in 
24.35 	subdivision 1, except that it need be signed only by the registered agent, need not be 
25.1 	responsive to clause (f), and must state that a copy of the statement has been mailed to each 
25.2 	of those business entities or to the legal representative of each of those business entities.

25.3 	Sec. 6. [5.37] NAMES INCLUDING WORDS BANK, INSURANCE.
25.4 	Any business entity document filed through the online filing system of the secretary 
25.5 	of state that includes the words "bank," "trust," or "insurance" in the name of the business 
25.6 	entity may be voided, and the use of the name is at the risk of the filing party and the 
25.7 	business entity, even though it is accepted for filing through that system, if the name 
25.8 	implies the business of banking or insurance underwriting in this state and the entity is 
25.9 	not authorized to carry on this business.

25.10 	Sec. 7. Minnesota Statutes 2008, section 222.18, subdivision 1, is amended to read:
25.11 		Subdivision 1.Recording required; procedure; notice. A mortgage or deed of 
25.12 	trust covering real property in whole or in part to secure a debt executed by a railroad, 
25.13 	telegraph or telephone company shall be recorded with the secretary of state, and in 
25.14 	the office of the county recorder of each county through which the railroad, telegraph, 
25.15 	or telephone line runs, or in which it may hold land. To secure the right of all parties 
25.16 	interested under such mortgage or deed so executed and recorded, the personal property 
25.17 	belonging or appertaining thereto shall be deemed a part of the line and, notwithstanding 
25.18 	the provisions of the Uniform Commercial Code, the record of such mortgage or deed 
25.19 	shall be notice of the rights of all parties in the real and personal property covered thereby.

25.20 	Sec. 8. Minnesota Statutes 2008, section 302A.121, is amended to read:
25.21 	302A.121 REGISTERED OFFICE; REGISTERED AGENT.
25.22 		Subdivision 1.Registered office. A corporation shall continuously maintain a 
25.23 	registered office in this state. A registered office need not be the same as the principal 
25.24 	place of business or the principal executive office of the corporation. If the current 
25.25 	registered office address listed in the records of the secretary of state is not in compliance 
25.26 	with section 302A.011, subdivision 3, the corporation must provide a new registered office 
25.27 	address that is in compliance. A fee may not be charged if the registered office address 
25.28 	is being changed only to bring the address into compliance. The new registered office 
25.29 	address must have been approved by the board of directors.  
25.30 		Subd. 2.Registered agent. A corporation may designate in its articles a registered 
25.31 	agent. The registered agent may be a natural person residing in this state, a domestic 
25.32 	corporation, or limited liability company, or a foreign corporation or foreign limited 
26.1 	liability company authorized to transact business in this state. The registered agent must 
26.2 	maintain a business office that is identical with the registered office.
26.3 	Every corporation shall have a registered office, and may have a registered agent, 
26.4 	in the manner prescribed by section 5.36.

26.5 	Sec. 9. Minnesota Statutes 2008, section 302A.123, is amended to read:
26.6 	302A.123 CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT; 
26.7 	CHANGE OF NAME OF REGISTERED AGENT.
26.8 		Subdivision 1.Statement. A corporation may change its registered office, designate 
26.9 	or change its registered agent, or state a change in the name of its registered agent, by 
26.10 	filing with the secretary of state a statement containing:
26.11 	(a) the name of the corporation;
26.12 	(b) if the address of its registered office is to be changed, the new address of its 
26.13 	registered office;
26.14 	(c) if its registered agent is to be designated or changed, the name of its new 
26.15 	registered agent;
26.16 	(d) if the name of its registered agent is to be changed, the name of its registered 
26.17 	agent as changed;
26.18 	(e) a statement that the address of its registered office and the address of the business 
26.19 	office of its registered agent, as changed, will be identical; and
26.20 	(f) a statement that the change of registered office or registered agent was authorized 
26.21 	by resolution approved by the affirmative vote of a majority of the directors present.
26.22 		Subd. 2.Resignation of agent. A registered agent of a corporation may resign 
26.23 	by filing with the secretary of state a signed written notice of resignation, including a 
26.24 	statement that a signed copy of the notice has been given to the corporation at its principal 
26.25 	executive office or to a legal representative of the corporation. The appointment of the 
26.26 	agent terminates 30 days after the notice is filed with the secretary of state.
26.27 		Subd. 3.Change of business address or name of agent. If the business address or 
26.28 	name of a registered agent changes, the agent shall change the address of the registered 
26.29 	office or the name of the registered agent, as the case may be, of each corporation 
26.30 	represented by that agent by filing with the secretary of state a statement as required in 
26.31 	subdivision 1, except that it need be signed only by the registered agent, need not be 
26.32 	responsive to clause (f), and must state that a copy of the statement has been mailed to 
26.33 	each of those corporations or to the legal representative of each of those corporations.
27.1 	Every corporation may change its registered office or change its registered agent, 
27.2 	and the agent may resign, or change its business address or name, in the manner prescribed 
27.3 	by section 5.36.

27.4 	Sec. 10. Minnesota Statutes 2008, section 303.05, subdivision 1, is amended to read:
27.5 		Subdivision 1.Certificate of authority, when not issued. No certificate of 
27.6 	authority shall be issued to a foreign corporation if the name of that foreign corporation 
27.7 	would be prohibited to a corporation under the provisions of chapter 302A. The name of 
27.8 	that corporation may contain the word "cooperative" if it is a cooperative corporation 
27.9 	generally similar to the kind which may be organized under the laws of this state. If that 
27.10 	corporation is a corporation obtaining a certificate of authority pursuant to the provisions 
27.11 	of section 303.04, the name of that corporation may contain the words "bank," "trust," 
27.12 	"building and loan," or "savings" and such corporation shall not be required to add the 
27.13 	word "incorporated" or the abbreviation "Inc." to its corporate name. If its real name is 
27.14 	unavailable, A foreign corporation may use an alternate name to transact business in 
27.15 	this state if it delivers to the secretary of state a certified copy of the resolution of its 
27.16 	board of directors adopts a resolution adopting the alternate name. The alternate name 
27.17 	must meet the requirements of section 302A.115, and need not be filed under sections 
27.18 	333.001 to 333.06.  

27.19 	Sec. 11. Minnesota Statutes 2009 Supplement, section 303.06, subdivision 2, is 
27.20 	amended to read:
27.21 		Subd. 2.Forms. Such application shall be made on forms prescribed and furnished 
27.22 	by the secretary of state, and shall be executed by its president, vice-president, secretary, 
27.23 	or assistant secretary.

27.24 	Sec. 12. Minnesota Statutes 2008, section 303.10, is amended to read:
27.25 	303.10 OFFICE AND AGENT.
27.26 		Subdivision 1.Maintenance. Each foreign corporation authorized to transact 
27.27 	business in this state shall have and continuously maintain in this state:
27.28 	(1) A registered office which may, but need not be the same as its place of business 
27.29 	in this state;
27.30 	(2) A registered agent, which agent may be either an individual, resident in this state, 
27.31 	whose business office is identical with such registered office, or a corporation having a 
27.32 	business office identical with such registered office.
28.1 		Subd. 2.Change of location and address; revocation of agent's appointment; 
28.2 	new agent. A foreign corporation may, from time to time, change the location and address 
28.3 	of its registered office. It may revoke the appointment of a registered agent, provided it 
28.4 	shall at the same time file an appointment of a new registered agent. It shall appoint a 
28.5 	new registered agent in case of vacancy in the office, whether by death, resignation, or 
28.6 	otherwise, or because of the disqualification or incapacity of its registered agent. Such 
28.7 	changes may be made by filing in the Office of the Secretary of State a statement setting 
28.8 	forth:
28.9 	(1) the name of the corporation;
28.10 	(2) if the address of its registered office is to be changed, the address to which the 
28.11 	registered office is to be changed;
28.12 	(3) if its registered agent is to be changed, the name of its successor registered 
28.13 	agent; and
28.14 	(4) that such change was authorized by resolution duly adopted by its board of 
28.15 	directors.
28.16 	Such statement shall be executed by its president, vice-president, secretary, or 
28.17 	assistant secretary.
28.18 		Subd. 3.Resignation of agent. A registered agent of a foreign corporation may 
28.19 	resign by filing with the secretary of state a signed written notice of resignation, including 
28.20 	a statement that a signed copy of the notice has been given or mailed to the corporation 
28.21 	at its principal office in the state or country under the laws of which it is organized. The 
28.22 	appointment of the agent terminates 30 days after the notice is filed with the secretary of 
28.23 	state.
28.24 	Every non-Minnesota corporation shall have a registered office and shall have a 
28.25 	registered agent, and may change its registered office or change its registered agent, and 
28.26 	the agent may resign or change its business address or name, in the manner prescribed 
28.27 	by section 5.36.

28.28 	Sec. 13. Minnesota Statutes 2008, section 308A.025, is amended to read:
28.29 	308A.025 REGISTERED OFFICE.
28.30 		Subdivision 1.Registered office. A cooperative must continuously maintain a 
28.31 	registered office in this state. A registered office need not be the same as the principal 
28.32 	place of business of the cooperative.
28.33 		Subd. 2.Registered agent. A cooperative may designate a registered agent. The 
28.34 	registered agent may be a natural person residing in this state, a domestic corporation, or a 
29.1 	foreign corporation authorized to transact business in this state. The registered agent must 
29.2 	maintain an office that is identical with the registered office.
29.3 		Subd. 3.Designation or change of registered office or registered agent.
 29.4 	A cooperative may designate or change its registered office, designate or change its 
29.5 	registered agent, or state a change in the name of its registered agent, by filing a statement 
29.6 	with the secretary of state containing:
29.7 	(1) the name of the cooperative;
29.8 	(2) the new address of the cooperative's registered office;
29.9 	(3) the name of the cooperative's registered agent, if any;
29.10 	(4) a statement that the address of its registered office and the address of the office 
29.11 	of its registered agent, as changed, will be identical; and
29.12 	(5) a statement that the change of registered office or registered agent was authorized 
29.13 	by a resolution approved by the affirmative vote of a majority of the board.
29.14 		Subd. 4.Resignation of agent. A registered agent of a cooperative may resign 
29.15 	by filing with the secretary of state a signed written notice of resignation, including a 
29.16 	statement that a signed copy of the notice has been given to the cooperative at its principal 
29.17 	place of business or to a legal representative of the cooperative. The appointment of the 
29.18 	agent terminates 30 days after the notice is filed with the secretary of state.
29.19 		Subd. 5.Change of address or name of agent. If the address or name of a 
29.20 	registered agent changes, the agent must change the address of the registered office or the 
29.21 	name of the registered agent of the cooperative represented by the agent by filing with the 
29.22 	secretary of state the statement required in subdivision 3, except that the statement need 
29.23 	only be signed by the registered agent, need not be responsive to subdivision 3, clause 
29.24 	(5), but must state that a copy of the statement has been mailed to the cooperative or to 
29.25 	the legal representative of the cooperative.
29.26 	Every cooperative shall have a registered office and may have a registered agent and 
29.27 	may change its registered agent and the agent may resign or change its business address or 
29.28 	its name, in the manner prescribed by section 5.36.

29.29 	Sec. 14. Minnesota Statutes 2008, section 308A.131, subdivision 1, is amended to read:
29.30 		Subdivision 1.Contents. (a) The incorporators shall prepare the articles, which 
29.31 	must include:
29.32 	(1) the name of the cooperative;
29.33 	(2) the purpose of the cooperative;
29.34 	(3) the principal place of business for the cooperative;
30.1 	(4) the period of duration for the cooperative, if the duration is not to be perpetual;
30.2 	and
30.3 	(5) the total authorized number of shares and the par value of each share if the 
30.4 	cooperative is organized on a capital stock basis;
30.5 	(6) a description of the classes of shares, if the shares are to be classified;
30.6 	(7) a statement of the number of shares in each class and relative rights, preferences, 
30.7 	and restrictions granted to or imposed upon the shares of each class, and a provision that 
30.8 	only common stockholders have voting power;
30.9 	(8) a statement that individuals owning common stock shall be restricted to one vote 
30.10 	in the affairs of the cooperative or a statement that the cooperative is one described in 
30.11 	section 308A.641, subdivision 2;  
30.12 	(9) a statement that shares of stock are transferable only with the approval of the 
30.13 	board;
30.14 	(10) a statement that dividends on the capital stock and nonstock units of equity of 
30.15 	the cooperative may not exceed eight percent annually;
30.16 	(11) the names, post office addresses, and terms of office of the directors of the 
30.17 	first board;
30.18 	(12) a statement that net income in excess of dividends and additions to reserves 
30.19 	shall be distributed on the basis of patronage, and that the records of the cooperative may 
30.20 	show the interest of patrons, stockholders of any classes, and members in the reserves; and
30.21 	(13) (5) the registered office address of the cooperative and the name of the 
30.22 	registered agent, if any, at that address.
30.23 	(b) The articles must always contain the provisions in paragraph (a), except that the 
30.24 	names, post office addresses, and terms of offices of the directors of the first board may 
30.25 	be omitted after their successors have been elected by the members or the articles are 
30.26 	amended in their entirety.
30.27 	(c) The articles may contain other lawful provisions., including:
30.28 	(1) if the cooperative is to be organized on a capital stock basis, the total authorized 
30.29 	number of shares and the par value of each share:
30.30 	(2) if the shares of the cooperative are to be classified, a description of the classes 
30.31 	of shares, including a statement of the number of shares in each class and relative rights, 
30.32 	preferences, and restrictions grant to or imposed upon the shares of each class; and 
30.33 	(3) the names, post office addresses, and terms of office of the directors of the first 
30.34 	board.
30.35 	(d) (c) The articles must be signed by and must include the names and addresses 
30.36 	of the incorporators.
31.1 	(d) The following provisions are presumed to be part of the articles of a cooperative 
31.2 	formed under this chapter:
31.3 	(1) individuals owning common stock shall be restricted to one vote in the affairs of 
31.4 	the cooperative or a statement that the cooperative is one described in section 308A.641, 
31.5 	subdivision 2;
31.6 	(2) shares of stock are transferable only with the approval of the board;
31.7 	(3) dividends on the capital stock and nonstock units of equity of the cooperative 
31.8 	may not exceed eight percent annually;
31.9 	(4) net income in excess of dividends and additions to reserves shall be distributed 
31.10 	on the basis of patronage, and that the records of the cooperative may show the interest of 
31.11 	patrons, stockholders of any classes, and members in the reserves; and
31.12 	(5) only common stockholders have voting power.

31.13 	Sec. 15. Minnesota Statutes 2008, section 308B.115, is amended to read:
31.14 	308B.115 REGISTERED OFFICE AND AGENT.
31.15 		Subdivision 1.Registered office and agent. A cooperative must establish and 
31.16 	continuously maintain in this state:
31.17 	(1) a registered office that may be, but need not be, the same as its place of business; 
31.18 	and
31.19 	(2) a registered agent, which agent may be either an individual resident in this state 
31.20 	whose business office is identical with the registered office, or a domestic business entity, 
31.21 	or a foreign business entity authorized to transact business in this state, having an office 
31.22 	identical with the registered office.
31.23 		Subd. 2.Change of office and agent. A cooperative may designate or change 
31.24 	its registered office or agent, or both, upon filing in the office of the secretary of state 
31.25 	a statement setting forth:
31.26 	(1) the name of the cooperative;
31.27 	(2) the address of its then registered office;
31.28 	(3) if the address of its registered office is to be changed, the address to which the 
31.29 	registered office is to be changed;
31.30 	(4) the name of its then registered agent;
31.31 	(5) if its registered agent is to be changed, the name of its successor registered agent;
31.32 	(6) that the address of its registered office and the address of the business office of its 
31.33 	registered agent, as changed, will be identical; and
31.34 	(7) that the change was authorized by affirmative vote of a majority of the board 
31.35 	of the cooperative.
32.1 		Subd. 3.Filing. The statement shall be signed and delivered to the secretary of 
32.2 	state. If the secretary of state finds that the statement conforms to the provisions of this 
32.3 	section, the secretary of state shall file the statement, and upon filing the change of address 
32.4 	of the registered office or the appointment of a new registered agent or both, as the case 
32.5 	may be, is effective.
32.6 		Subd. 4.Resignation of agent. Any registered agent of a cooperative may resign 
32.7 	as agent upon filing a written notice resignation, signed with one original and one exact 
32.8 	or conformed copy, with the secretary of state, who shall mail a copy to the cooperative 
32.9 	at its principal mailing address as defined and prescribed by the secretary of state. The 
32.10 	appointment of the agent shall terminate upon the expiration of 30 days after receipt of 
32.11 	notice by the secretary of state.
32.12 		Subd. 5.Change of address or name of agent. If the address or name of a 
32.13 	registered agent changes, the agent must change the address of the registered office or the 
32.14 	name of the registered agent of the cooperative represented by the agent by filing with the 
32.15 	secretary of state the statement required in subdivision 2, except that the statement need 
32.16 	only be signed by the registered agent, need not be responsive to subdivision 2, clause 
32.17 	(5), but must state that a copy of the statement has been mailed to the cooperative or to 
32.18 	the legal representative of the cooperative.
32.19 	Every cooperative shall have a registered office, and may have a registered agent and 
32.20 	may change its registered office or change its registered agent, and the agent may resign or 
32.21 	change its business address or name, in the manner prescribed by section 5.36.

32.22 	Sec. 16. Minnesota Statutes 2008, section 317A.111, subdivision 1, is amended to read:
32.23 		Subdivision 1.Required provisions. The articles of incorporation must contain:
32.24 	(1) the name of the corporation;
32.25 	(2) the address of the registered office of the corporation and the name of its 
32.26 	registered agent, if any, at that address; and
32.27 	(3) the name and address of each incorporator; and.
32.28 	(4) a statement that the corporation is organized under this chapter.

32.29 	Sec. 17. Minnesota Statutes 2008, section 317A.121, is amended to read:
32.30 	317A.121 REGISTERED OFFICE; REGISTERED AGENT.
32.31 		Subdivision 1.Registered office. A corporation shall continuously maintain a 
32.32 	registered office in this state. A registered office need not be the same as the principal 
32.33 	place of business of the corporation.
33.1 		Subd. 2.Registered agent. A corporation may designate in its articles a registered 
33.2 	agent. The registered agent may be a natural person residing in this state, a domestic 
33.3 	corporation, or a foreign corporation authorized to transact business in this state. The 
33.4 	registered agent must maintain an office that is identical with the registered office.
33.5 	Every corporation shall have a registered office, and may have a registered agent, 
33.6 	in the manner prescribed by section 5.36.

33.7 	Sec. 18. Minnesota Statutes 2008, section 317A.123, is amended to read:
33.8 	317A.123 CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT; 
33.9 	CHANGE OF NAME OF REGISTERED AGENT.
33.10 		Subdivision 1.Statement. A corporation may change its registered office, designate 
33.11 	or change its registered agent, or state a change in the name of its registered agent, by 
33.12 	filing with the secretary of state a statement containing:
33.13 	(1) the name of the corporation;
33.14 	(2) if the address of its registered office is to be changed, the new address of its 
33.15 	registered office;
33.16 	(3) if its registered agent is to be designated or changed, the name of its new 
33.17 	registered agent;
33.18 	(4) if the name of its registered agent is to be changed, the name of its registered 
33.19 	agent as changed;
33.20 	(5) a statement that the address of its registered office and the address of the office 
33.21 	of its registered agent, as changed, will be identical; and
33.22 	(6) a statement that the change of registered office or registered agent was authorized 
33.23 	by resolution approved by the board.
33.24 	The statement need not be accompanied by a filing fee if the statement is being filed 
33.25 	only to change the address of the registered office.
33.26 		Subd. 2.Resignation of agent. A registered agent of a corporation may resign 
33.27 	by filing with the secretary of state a signed written notice of resignation, including 
33.28 	a statement that a signed copy of the notice has been given to the corporation at its 
33.29 	registered office. The appointment of the agent ends 30 days after the notice is filed 
33.30 	with the secretary of state.
33.31 		Subd. 3.Change of address or name of agent. If the address or name of a 
33.32 	registered agent changes, the agent shall change the address of the registered office or the 
33.33 	name of the registered agent of a corporation represented by that agent by filing with the 
33.34 	secretary of state the statement required in subdivision 1, except that it need be signed 
34.1 	only by the registered agent, need not be responsive to subdivision 1, clause (3) or (6), and 
34.2 	must state that a copy of the statement has been mailed to the corporation.
34.3 	Every corporation may change its registered office or change its registered agent, 
34.4 	and the agent may resign or change its business address or name, in the manner prescribed 
34.5 	by section 5.36.

34.6 	Sec. 19. Minnesota Statutes 2008, section 321.0114, is amended to read:
34.7 	321.0114 OFFICE AND AGENT FOR SERVICE OF PROCESS.
34.8 	(a) A limited partnership shall designate and continuously maintain in this state:
34.9 	(1) an office, which need not be a place of its activity in this state; and
34.10 	(2) an agent for service of process.
34.11 	(b) A foreign limited partnership shall designate and continuously maintain in this 
34.12 	state an agent for service of process.
34.13 	(c) An agent for service of process of a limited partnership or foreign limited 
34.14 	partnership must be an individual who is a resident of this state or other person authorized 
34.15 	to do business in this state.
34.16 	Every limited partnership shall have a registered office and shall have a registered 
34.17 	agent, and may change its registered office or change its registered agent, and the agent 
34.18 	may resign or change its business address or name, in the manner prescribed by section 
34.19 	5.36.

34.20 	Sec. 20. Minnesota Statutes 2009 Supplement, section 321.0809, is amended to read:
34.21 	321.0809 ADMINISTRATIVE DISSOLUTION.
34.22 	(a) A limited partnership that has failed to deliver for filing a registration pursuant 
34.23 	to the requirements of section 321.0210, or whose agent resigned pursuant to section 
34.24 	321.0116, subdivision 1, and the resignation has been effective for 60 days without a new 
34.25 	agent being appointed by the limited partnership, must be dissolved by the secretary of 
34.26 	state as described in this section. 
34.27 	(b) If the limited partnership has not filed the delinquent registration or appointed 
34.28 	a new agent, the secretary of state must issue a certificate of administrative dissolution 
34.29 	and the certificate must be filed in the Office of the Secretary of State. The secretary of 
34.30 	state must also make available in an electronic format the names of the administratively 
34.31 	dissolved limited partnerships.
34.32 	(c) A limited partnership administratively dissolved continues its existence but 
34.33 	may carry on only activities necessary to wind up its activities and liquidate its assets 
35.1 	under sections 321.0803 and 321.0812 and to notify claimants under sections 321.0806 
35.2 	and 321.0807. 
35.3 	(d) The administrative dissolution of a limited partnership does not terminate the 
35.4 	authority of its agent for service of process, if any.

35.5 	Sec. 21. Minnesota Statutes 2009 Supplement, section 321.0902, is amended to read:
35.6 	321.0902 APPLICATION FOR CERTIFICATE OF AUTHORITY.
35.7 	 A foreign limited partnership may apply for a certificate of authority to transact 
35.8 	business in this state by delivering an application to the secretary of state for filing. The 
35.9 	application must state:
35.10 	(1) the name of the foreign limited partnership and, if the name does not comply 
35.11 	with section 321.0108, if the foreign limited partnership chooses, an alternate name 
35.12 	adopted pursuant to section 321.0905(a); 
35.13 	(2) the name of the state or other jurisdiction under whose law the foreign limited 
35.14 	partnership is organized;
35.15 	(3) the street and mailing address of the foreign limited partnership's principal office 
35.16 	and, if the laws of the jurisdiction under which the foreign limited partnership is organized 
35.17 	require the foreign limited partnership to maintain an office in that jurisdiction, the street 
35.18 	and mailing address of the required office;
35.19 	(4) the name and street and mailing address of the foreign limited partnership's initial 
35.20 	agent for service of process in this state;
35.21 	(5) the name and street and mailing address of each of the foreign limited 
35.22 	partnership's general partners; 
35.23 	(6) whether the foreign limited partnership is a foreign limited liability limited 
35.24 	partnership; and
35.25 	(7) that the foreign limited partnership has complied with the organizational laws in 
35.26 	the jurisdiction in which it is organized.

35.27 	Sec. 22. Minnesota Statutes 2008, section 321.0905, is amended to read:
35.28 	321.0905 ALTERNATE NAME; NONCOMPLYING NAME OF FOREIGN 
35.29 	LIMITED PARTNERSHIP.
35.30 	(a) A foreign limited partnership may choose to adopt an alternate name even if its 
35.31 	name complies with section 321.0108. A foreign limited partnership whose name does 
35.32 	not comply with section 321.0108 may not obtain a certificate of authority until it adopts, 
35.33 	for the purpose of transacting business in this state, an alternate name that complies with 
35.34 	section 321.0108. A foreign limited partnership that adopts an alternate name under this 
36.1 	subsection and then obtains a certificate of authority with the name need not comply with 
36.2 	sections 333.01 to 333.06. After obtaining a certificate of authority with an alternate name, 
36.3 	a foreign limited partnership shall transact business in this state under the name unless 
36.4 	the foreign limited partnership is authorized under sections 333.01 to 333.06 to transact 
36.5 	business in this state under another name.  
36.6 	(b) If a foreign limited partnership authorized to transact business in this state 
36.7 	changes its name to one that does not comply with section 321.0108, it may not thereafter 
36.8 	transact business in this state until it complies with subsection (a) and obtains an amended 
36.9 	certificate of authority.  

36.10 	Sec. 23. Minnesota Statutes 2009 Supplement, section 321.0906, is amended to read:
36.11 	321.0906 REVOCATION OF CERTIFICATE OF AUTHORITY.
36.12 	(a) A foreign limited partnership that has failed to deliver for filing a renewal 
36.13 	pursuant to the requirements of section 321.0210, or whose agent resigned pursuant to 
36.14 	section 321.0116, subdivision 1, and the resignation has been effective for 60 days without 
36.15 	a new agent being appointed by the limited partnership, must have its certificate of 
36.16 	authority to transact business in Minnesota revoked as described in this section. 
36.17 	(b) If the foreign limited partnership has not filed the delinquent registration, the 
36.18 	secretary of state must issue a certificate of revocation and the certificate must be filed 
36.19 	in the Office of the Secretary of State. The secretary of state must also make available 
36.20 	in an electronic format the names of the foreign limited partnerships whose certificates 
36.21 	have been revoked.

36.22 	Sec. 24. Minnesota Statutes 2008, section 322B.13, is amended to read:
36.23 	322B.13 REGISTERED OFFICE AND AGENT.
36.24 		Subdivision 1.Registered office. A limited liability company shall continuously 
36.25 	maintain a registered office in this state. A registered office need not be the same as the 
36.26 	principal place of business of the limited liability company and need not be the same as 
36.27 	the principal executive office of a limited liability company.
36.28 		Subd. 2.Registered agent. A limited liability company may designate in its 
36.29 	articles of organization a registered agent. The registered agent may be a natural person 
36.30 	residing in this state, a domestic corporation or a domestic limited liability company, or a 
36.31 	foreign corporation or foreign limited liability company authorized to transact business 
36.32 	in this state. The registered agent must maintain a business office that is identical with 
36.33 	the registered office.
37.1 	Every limited liability company shall have a registered office and may have a 
37.2 	registered agent, in the manner prescribed by section 5.36.

37.3 	Sec. 25. Minnesota Statutes 2008, section 322B.135, is amended to read:
37.4 	322B.135 CHANGE OF REGISTERED OFFICE OR AGENT.
37.5 		Subdivision 1.Statement. A limited liability company may change its registered 
37.6 	office, designate or change its registered agent, or state a change in the name of its 
37.7 	registered agent, by filing with the secretary of state a statement containing:
37.8 	(1) the name of the limited liability company;
37.9 	(2) if the address of its registered office is to be changed, the new address of its 
37.10 	registered office;
37.11 	(3) if its registered agent is to be designated or changed, the name of its new 
37.12 	registered agent;
37.13 	(4) if the name of its registered agent is to be changed, the name of its registered 
37.14 	agent as changed;
37.15 	(5) a statement that the address of its registered office and the address of the business 
37.16 	office of its registered agent, as changed, will be identical; and
37.17 	(6) a statement that the change of registered office or registered agent was authorized 
37.18 	by resolution approved by the affirmative vote of a majority of the governors present.
37.19 		Subd. 2.Resignation of agent. A registered agent of a limited liability company 
37.20 	may resign by filing with the secretary of state a signed written notice of resignation, 
37.21 	including a statement that a signed copy of the notice has been given to the limited 
37.22 	liability company at its principal executive office, or to a legal representative of the limited 
37.23 	liability company. The appointment of the agent terminates 30 days after the notice is 
37.24 	filed with the secretary of state.
37.25 		Subd. 3.Change of business address or name of agent. If the business address or 
37.26 	name of a registered agent changes, the agent shall change the address of the registered 
37.27 	office or the name of the registered agent, as the case may be, of each limited liability 
37.28 	company represented by that agent by filing with the secretary of state a statement as 
37.29 	required in subdivision 1, except that it need be signed only by the registered agent, need 
37.30 	not be responsive to clause (6), and must state that a copy of the statement has been 
37.31 	mailed to each of those limited liability companies or to the legal representative of each of 
37.32 	those limited liability companies.
37.33 	Every limited liability company may change its registered office or change its 
37.34 	registered agent, and the agent may resign or change its business address or name, in the 
37.35 	manner prescribed by section 5.36.

38.1 	Sec. 26. Minnesota Statutes 2008, section 322B.935, is amended to read:
38.2 	322B.935 REVOCATION OF CERTIFICATE OF AUTHORITY.
38.3 		Subdivision 1.Revocation procedure. The certificate of authority of a foreign 
38.4 	limited liability company to transact business in this state may be revoked by the secretary 
38.5 	of state upon the occurrence of any of these events:
38.6 	(1) the foreign limited liability company has failed to appoint and maintain a 
38.7 	registered agent as required by this chapter and section 5.36, file a report upon any change 
38.8 	in the name or business address of the registered agent, or file in the office of the secretary 
38.9 	of state any amendment to its application for a certificate of authority as specified in 
38.10 	section 322B.92; or  
38.11 	(2) a misrepresentation has been made of any material matter in any application, 
38.12 	report, affidavit, or other document submitted by the foreign limited liability company 
38.13 	pursuant to this chapter.
38.14 		Subd. 2.Revocation notice. No certificate of authority of a foreign limited liability 
38.15 	company shall be revoked by the secretary of state unless:
38.16 	(1) the secretary has given the foreign limited liability company not less than 60 30
38.17 	days' notice by mail addressed to its registered office in this state or, if the foreign limited 
38.18 	liability company fails to appoint and maintain a registered agent in this state, addressed to 
38.19 	the office address in the jurisdiction of organization; and
38.20 	(2) during the 60-day30-day period, the foreign limited liability company has failed 
38.21 	to file the report of change regarding the registered agent, to file any amendment, or 
38.22 	to correct the misrepresentation.
38.23 		Subd. 3.Effective date. Upon the expiration of 6030 days after the mailing of the 
38.24 	notice, the authority of the foreign limited liability company to transact business in this 
38.25 	state ceases. The secretary of state shall issue a certificate of revocation and shall mail 
38.26 	the certificate to the address of the principal place of business or the office required to be 
38.27 	maintained in the jurisdiction of organization of the foreign limited liability company.

38.28 	Sec. 27. Minnesota Statutes 2008, section 323A.1001, is amended to read:
38.29 	323A.1001 STATEMENT OF QUALIFICATION.
38.30 	(a) A partnership may become a limited liability partnership pursuant to this section.
38.31 	(b) The terms and conditions on which a partnership becomes a limited liability 
38.32 	partnership must be approved by the vote necessary to amend the partnership agreement 
38.33 	except, in the case of a partnership agreement that expressly considers obligations to 
38.34 	contribute to the partnership, the vote necessary to amend those provisions.
39.1 	(c) After the approval required by subsection (b), a partnership may become a limited 
39.2 	liability partnership by filing a statement of qualification. The statement must contain:
39.3 	(1) the name of the partnership;
39.4 	(2) the street address, including the zip code, of the partnership's chief executive 
39.5 	office and, if different, the street address, including the zip code, of an office in this state, 
39.6 	if any;
39.7 	(3) if the partnership does not have an office in this state, the name and street address, 
39.8 	including the zip code, of the partnership's agent for service of process. If an agent for 
39.9 	service of process is listed, the limited liability partnership shall comply with section 5.36;
39.10 	(4) a statement that the partnership elects to be a limited liability partnership; and
39.11 	(5) a deferred effective date, if any.
39.12 	(d) The agent of a limited liability partnership for service of process must be an 
39.13 	individual who is a resident of this state or other person authorized to do business in 
39.14 	this state.
39.15 	(e) The status of a partnership as a limited liability partnership is effective on the 
39.16 	later of the filing of the statement or a date specified in the statement. The status remains 
39.17 	effective, regardless of changes in the partnership, until it is canceled pursuant to section 
39.18 	323A.0105(d) or revoked pursuant to section 323A.1003.  
39.19 	(f) The status of a partnership as a limited liability partnership and the liability of 
39.20 	its partners is not affected by errors or later changes in the information required to be 
39.21 	contained in the statement of qualification under subsection (c).
39.22 	(g) The filing of a statement of qualification establishes that a partnership has 
39.23 	satisfied all conditions precedent to the qualification of the partnership as a limited 
39.24 	liability partnership.
39.25 	(h) An amendment or cancellation of a statement of qualification is effective when it 
39.26 	is filed or on a deferred effective date specified in the amendment or cancellation.
39.27 	(i) A statement of qualification may include the information necessary to make an 
39.28 	election under section 319B.03, subdivision 2, and to update that information as provided 
39.29 	in section 319B.03, subdivision 3.  

39.30 	Sec. 28. Minnesota Statutes 2008, section 323A.1102, is amended to read:
39.31 	323A.1102 STATEMENT OF FOREIGN QUALIFICATION. 
39.32 	(a) Before transacting business in this state, a foreign limited liability partnership 
39.33 	must file a statement of foreign qualification. The statement must contain: 
39.34 	(1) the name of the foreign limited liability partnership which satisfies the 
39.35 	requirements of the state or other jurisdiction under whose law it is formed and ends with 
40.1 	"Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," 
40.2 	"L.L.P.," "RLLP," or "LLP." If this name is unavailable, the foreign limited liability 
40.3 	partnership may use an alternate name to transact business in the state if it delivers to the 
40.4 	secretary of state a certified copy of the resolution of the partners adopting the alternate 
40.5 	name; 
40.6 	(2) the street address, including the zip code, of the partnership's chief executive 
40.7 	office and, if different, the street address, including the zip code, of an office of the 
40.8 	partnership in this state, if any; 
40.9 	(3) if there is no office of the partnership in this state, the name and street address, 
40.10 	including the zip code, of the partnership's agent for service of process. If an agent for 
40.11 	service of process is listed, the limited liability partnership shall comply with section 5.36; 
40.12 	(4) a deferred effective date, if any; and 
40.13 	(5) the name of the jurisdiction under whose law the foreign limited liability 
40.14 	partnership was originally registered. 
40.15 	(b) The agent of a foreign limited liability company for service of process must be 
40.16 	an individual who is a resident of this state or other person authorized to do business in 
40.17 	this state. 
40.18 	(c) The status of a partnership as a foreign limited liability partnership is effective on 
40.19 	the later of the filing of the statement of foreign qualification or a date specified in the 
40.20 	statement. The status remains effective, regardless of changes in the partnership, until it is 
40.21 	canceled pursuant to section 323A.0105(d) or revoked pursuant to section 323A.1003. 
40.22 	(d) An amendment or cancellation of a statement of foreign qualification is effective 
40.23 	when it is filed or on a deferred effective date specified in the amendment or cancellation. 
40.24 	(e) A statement of foreign qualification may include the information necessary to 
40.25 	make an election under section 319B.04, subdivision 2, and to update that information as 
40.26 	provided in section 319B.04, subdivision 3. 

40.27 	Sec. 29. Minnesota Statutes 2008, section 333.20, subdivision 1, is amended to read:
40.28 		Subdivision 1.Authorization and contents. Subject to the limitations set forth in 
40.29 	sections 333.18 to 333.31, any person who adopts and uses a trademark or a service mark 
40.30 	in this state may file in the Office of the Secretary of State, on a form to be furnished 
40.31 	by the secretary of state, an application for registration of that mark setting forth the 
40.32 	following information:  
40.33 	(1) the name and business address of the person applying for such registration; and, 
40.34 	if a business entity, the state of registration;
41.1 	(2) the goods or services in connection with which the mark is used and the mode 
41.2 	or manner in which the mark is used in connection with the goods or services and the 
41.3 	class in which the goods or services fall;
41.4 	(3) a description of the mark;
41.5 	(4) the date when the mark was first used in this state by the applicant or a 
41.6 	predecessor in interest; and
41.7 	(5) the applicant's statement of belief that the applicant is the owner of the mark and 
41.8 	that no other person has the right to use such mark in this state either in the identical form 
41.9 	thereof or in such near resemblance thereto as might be calculated to deceive or to be 
41.10 	mistaken therefor and the mark is in use.

41.11 	Sec. 30. Minnesota Statutes 2008, section 333.22, subdivision 1, is amended to read:
41.12 		Subdivision 1.Application and renewal. Registration of a mark hereunder shall be 
41.13 	effective for a term of ten years from the date of registration and, upon application filed 
41.14 	within six months prior to the expiration of such term or a renewal thereof, on a form to be 
41.15 	furnished by the secretary of state, the registration may be renewed for additional ten-year 
41.16 	terms provided that the mark is in use by the applicant at the time of the application for 
41.17 	renewal and that there are no intervening rights. A renewal fee of $25 payable to the 
41.18 	secretary of state shall accompany the application for renewal of the registration.

41.19 	Sec. 31. Minnesota Statutes 2008, section 333.22, subdivision 3, is amended to read:
41.20 		Subd. 3.Existing registrations; terms. Any registration in force on the date on 
41.21 	which Laws 1959, chapter 600 shall become effective, shall expire two years after and 
41.22 	may be renewed by filing an application with the secretary of state on a form furnished 
41.23 	by the secretary of state and paying the aforementioned renewal fee therefor within six 
41.24 	months prior to the expiration of the registration provided the mark is in use at the time of 
41.25 	application for renewal and there are no intervening rights.

41.26 	Sec. 32.  REPEALER.
 41.27 	Minnesota Statutes 2008, section 333.17, is repealed.