Minnesota Legislature
SF 3243
as introduced - 92nd Legislature (2021 - 2022) Posted on 03/22/2022 03:12pm
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A bill for an act
relating to commerce; making technical changes to various provisions administered
by the Department of Commerce; updating references to federal law; amending
Minnesota Statutes 2020, sections 47.08; 47.16, subdivisions 1, 2; 47.172,
subdivision 2; 47.28, subdivision 3; 47.30, subdivision 5; 55.10, subdivision 1;
65B.84, subdivision 2; 80A.61; 80C.05, subdivision 2; 239.761, subdivisions 3,
4; 239.791, subdivision 2a; 296A.01, subdivision 23.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
Section 1.
Minnesota Statutes 2020, section 47.08, is amended to read:
47.08 ARTICLES OF INCORPORATION FILED WITH COMMISSIONER.
All persons proposing to incorporate and organize any financial institution, whether
defined or described as such by the laws of the state, shall, before doing any business in the
state as a corporation, deleted text begin and before filing their articles of incorporation with the secretary of
state or with any other officer with whom the law requires such articles to be filed or
recorded,deleted text end file a copy of deleted text begin suchdeleted text end new text begin the proposednew text end articlesnew text begin of incorporationnew text end with the commissioner
of commerce.
Sec. 2.
Minnesota Statutes 2020, section 47.16, subdivision 1, is amended to read:
Subdivision 1.
Filing.
The certificate of a corporation must be filed for record with the
deleted text begin secretary of statedeleted text end new text begin commissioner of commercenew text end . If the deleted text begin secretary of statedeleted text end new text begin commissioner of
commercenew text end finds that it conforms to law and that the required fee has been paid, the deleted text begin secretary
of statedeleted text end new text begin commissioner of commercenew text end must record it and certify that fact on it. deleted text begin The secretary
of state may not accept a certificate for filing unless the certificate also contains the
endorsement of the commissioner of commerce.
deleted text end
Sec. 3.
Minnesota Statutes 2020, section 47.16, subdivision 2, is amended to read:
Subd. 2.
Certificate of authority.
If the commissioner of commerce is satisfied that the
corporation has been organized for legitimate purposes, and under such conditions as to
merit and have public confidence, and that all provisions of law applicable to every branch
of business in which, by the terms of its certificate, it is authorized to engage, have been
complied with, the commissioner shall so certify. When the original deleted text begin certificate and thedeleted text end
certificate of incorporation deleted text begin from the secretary of statedeleted text end is filed with the commissioner of
commerce, the commissioner shall, within 60 days thereafter, execute and deliver to it a
certificate of authority.
Sec. 4.
Minnesota Statutes 2020, section 47.172, subdivision 2, is amended to read:
Subd. 2.
Effect.
The certificate to be filed to accomplish a restated certificate of
incorporation must be entitled "restated certificate of incorporation of (name of financial
corporation)" and must contain a statement that the restated certificate supersedes and takes
the place of the existing certificate of incorporation and all amendments to it. The restated
certificate of incorporation when executed, filed and recorded in the manner prescribed for
certificate of amendment supersedes and takes the place of an existing certificate of
incorporation and amendments to it. deleted text begin The secretary of state upon request must certify the
restated certificate of incorporation.
deleted text end
Sec. 5.
Minnesota Statutes 2020, section 47.28, subdivision 3, is amended to read:
Subd. 3.
Recording.
Upon receipt of the fees required for filing and recording amended
articles of incorporation of savings banks, the deleted text begin secretary of statedeleted text end new text begin commissioner of commercenew text end
shall record the amended articles of incorporation and certify that fact thereon, whereupon
the conversion of such savings bank into a savings association shall become final and
complete and thereafter said corporation shall have the powers and be subject to the duties
and obligations prescribed by the laws of this state applicable to savings associations.
Sec. 6.
Minnesota Statutes 2020, section 47.30, subdivision 5, is amended to read:
Subd. 5.
Recording.
Upon receipt of the fees required for filing and recording amended
articles of incorporation of savings associations, the deleted text begin secretary of statedeleted text end new text begin commissioner of
commercenew text end shall record the amended articles of incorporation and certify that fact thereon,
whereupon the conversion of such savings association into a savings bank shall become
final and complete and thereafter the signers of said amended articles and their successors
shall be a corporation, and have the powers and be subject to the duties and obligations
prescribed by the laws of this state applicable to savings banks.
Sec. 7.
Minnesota Statutes 2020, section 55.10, subdivision 1, is amended to read:
Subdivision 1.
Permitting access, removal, or delivery.
When a safe deposit box shall
have been hired from any licensed safe deposit company in the name of two or more persons,
including deleted text begin husband and wifedeleted text end new text begin a married couplenew text end , with the right of access being given to either,
or with access to either or the survivor or survivors of the person, or property is held for
safekeeping by any licensed safe deposit company for two or more persons, including
deleted text begin husband and wifedeleted text end new text begin a married couplenew text end , with the right of delivery being given to either, or with
the right of delivery to either of the survivor or survivors of these persons, any one or more
of these persons, whether the other or others be living or not, shall have the right of access
to the safe deposit box and the right to remove all, or any part, of the contents thereof, or
to have delivered to all or any one of them, or any part of the valuable personal property so
held for safekeeping; and, in case of this access, removal, or delivery, the safe deposit
company shall be exempt from any liability for permitting the access, removal, or delivery.
Sec. 8.
Minnesota Statutes 2020, section 65B.84, subdivision 2, is amended to read:
Subd. 2.
Annual report.
By deleted text begin January 15 ofdeleted text end new text begin September 30new text end each year, the commissioner
shall report to the governor and the chairs and ranking minority members of the house of
representatives and senate committees having jurisdiction over the Departments of Commerce
and Public Safety on the activities and expenditures in the preceding year.
Sec. 9.
Minnesota Statutes 2020, section 80A.61, is amended to read:
80A.61 SECTION 406; REGISTRATION BY BROKER-DEALER, AGENT,
FUNDING PORTAL, INVESTMENT ADVISER, AND INVESTMENT ADVISER
REPRESENTATIVE.
(a) Application for initial registration by broker-dealer, agent, investment adviser,
or investment adviser representative. A person shall register as a broker-dealer, agent,
investment adviser, or investment adviser representative by filing an application and a
consent to service of process complying with section 80A.88, and paying the fee specified
in section 80A.65 and any reasonable fees charged by the designee of the administrator for
processing the filing. The application must contain:
(1) the information or record required for the filing of a uniform application; and
(2) upon request by the administrator, any other financial or other information or record
that the administrator determines is appropriate.
(b) Amendment. If the information or record contained in an application filed under
subsection (a) is or becomes inaccurate or incomplete in a material respect, the registrant
shall promptly file a correcting amendment.
(c) Effectiveness of registration. If an order is not in effect and a proceeding is not
pending under section 80A.67, registration becomes effective at noon on the 45th day after
a completed application is filed, unless the registration is denied. A rule adopted or order
issued under this chapter may set an earlier effective date or may defer the effective date
until noon on the 45th day after the filing of any amendment completing the application.
(d) Registration renewal. A registration is effective until midnight on December 31 of
the year for which the application for registration is filed. Unless an order is in effect under
section 80A.67, a registration may be automatically renewed each year by filing such records
as are required by rule adopted or order issued under this chapter, by paying the fee specified
in section 80A.65, and by paying costs charged by the designee of the administrator for
processing the filings.
(e) Additional conditions or waivers. A rule adopted or order issued under this chapter
may impose such other conditions, not inconsistent with the National Securities Markets
Improvement Act of 1996. An order issued under this chapter may waive, in whole or in
part, specific requirements in connection with registration as are in the public interest and
for the protection of investors.
(f) Funding portal registration. A funding portal that has its principal place of business
in the state of Minnesota shall register with the state of Minnesota by filing with the
administrator a copy of the information or record required for the filing of an application
for registration as a funding portal in the manner established by the Securities and Exchange
Commission and/or the Financial Institutions Regulatory Authority (FINRA), along with
any rule adopted or order issued, and any amendments thereto.
(g) Application for investment adviser representative registration.
(1) The application for initial registration as an investment adviser representative pursuant
to section 80A.58 is made by completing Form U-4 (Uniform Application for Securities
Industry Registration or Transfer) in accordance with the form instructions and by filing
the form U-4 with the IARD. The application for initial registration must also include the
following:
(i) proof of compliance by the investment adviser representative with the examination
requirements of:
(A) the Uniform Investment Adviser Law Examination (Series 65); or
(B) deleted text begin the General Securities Representative Examination (Series 7) anddeleted text end the Uniform
Combined State Law Examination (Series 66);
(ii) any other information the administrator may reasonably require.
(2) The application for the annual renewal registration as an investment adviser
representative shall be filed with the IARD.
(3)(i) The investment adviser representative is under a continuing obligation to update
information required by Form U-4 as changes occur;
(ii) An investment adviser representative and the investment adviser must file promptly
with the IARD any amendments to the representative's Form U-4; and
(iii) An amendment will be considered to be filed promptly if the amendment is filed
within 30 days of the event that requires the filing of the amendment.
(4) An application for initial or renewal of registration is not considered filed for purposes
of section 80A.58 until the required fee and all required submissions have been received
by the administrator.
(5) The application for withdrawal of registration as an investment adviser representative
pursuant to section 80A.58 shall be completed by following the instructions on Form U-5
(Uniform Termination Notice for Securities Industry Registration) and filed upon Form U-5
with the IARD.
Sec. 10.
Minnesota Statutes 2020, section 80C.05, subdivision 2, is amended to read:
Subd. 2.
Commissioner's powers.
The commissioner shall have power to place such
conditions, limitations, and restrictions on any registration as may be necessary to carry out
the purposes of sections 80C.01 to 80C.22. Upon compliance with the provisions of sections
80C.01 to 80C.22 and other requirements of the commissioner, and if the commissioner
finds no ground for denial of the registration, the commissioner shall register the franchise.
Registration deleted text begin shall be by entry in a book called Register of Franchises, which entrydeleted text end shall
show the franchise registered and for whom registered, and shall specify the conditions,
limitations, and restrictions upon such registration, if any, or shall make proper reference
to a formal order of the commissioner on file showing such conditions, limitations, and
restrictions. The registration shall become effective upon issuance by the commissioner of
an order for registration.
Sec. 11.
Minnesota Statutes 2020, section 239.761, subdivision 3, is amended to read:
Subd. 3.
Gasoline.
(a) Gasoline that is not blended with biofuel must not be contaminated
with water or other impurities and must comply with ASTM specification D4814-11b.
Gasoline that is not blended with biofuel must also comply with the volatility requirements
in Code of Federal Regulations, title 40, part deleted text begin 80deleted text end new text begin 1090new text end .
(b) After gasoline is sold, transferred, or otherwise removed from a refinery or terminal,
a person responsible for the product:
(1) may blend the gasoline with agriculturally derived ethanol as provided in subdivision
4;
(2) shall not blend the gasoline with any oxygenate other than biofuel;
(3) shall not blend the gasoline with other petroleum products that are not gasoline or
biofuel;
(4) shall not blend the gasoline with products commonly and commercially known as
casinghead gasoline, absorption gasoline, condensation gasoline, drip gasoline, or natural
gasoline; and
(5) may blend the gasoline with a detergent additive, an antiknock additive, or an additive
designed to replace tetra-ethyl lead, that is registered by the EPA.
Sec. 12.
Minnesota Statutes 2020, section 239.761, subdivision 4, is amended to read:
Subd. 4.
Gasoline blended with ethanol; general.
(a) Gasoline may be blended with
agriculturally derived, denatured ethanol that complies with the requirements of subdivision
5.
(b) A gasoline-ethanol blend must:
(1) comply with the volatility requirements in Code of Federal Regulations, title 40, part
deleted text begin 80deleted text end new text begin 1090new text end ;
(2) comply with ASTM specification D4814-11b, or the gasoline base stock from which
a gasoline-ethanol blend was produced must comply with ASTM specification D4814-11b;
and
(3) not be blended with casinghead gasoline, absorption gasoline, condensation gasoline,
drip gasoline, or natural gasoline after the gasoline-ethanol blend has been sold, transferred,
or otherwise removed from a refinery or terminal.
Sec. 13.
Minnesota Statutes 2020, section 239.791, subdivision 2a, is amended to read:
Subd. 2a.
Federal Clean Air Act waivers; conditions.
(a) Before a waiver granted by
the United States Environmental Protection Agency under United States Code, title 42,
section 7545, may alter the minimum content level required by subdivision 1, paragraph
(a), clause (1), item (ii), the waiver must:
(1) apply to all gasoline-powered motor vehicles irrespective of model year; and
(2) allow for special regulatory treatment of Reid vapor pressure under Code of Federal
Regulations, title 40, deleted text begin section 80.27deleted text end new text begin part 1090.215new text end , paragraph deleted text begin (d)deleted text end new text begin (b)new text end , for blends of gasoline
and ethanol up to the maximum percent of denatured ethanol by volume authorized under
the waiver.
(b) The minimum biofuel requirement in subdivision 1, paragraph (a), clause (1), item
(ii), shall, upon the grant of the federal waiver, be effective the day after the commissioner
of commerce publishes notice in the State Register. In making this determination, the
commissioner shall consider the amount of time required by refiners, retailers, pipeline and
distribution terminal companies, and other fuel suppliers, acting expeditiously, to make the
operational and logistical changes required to supply fuel in compliance with the minimum
biofuel requirement.
Sec. 14.
Minnesota Statutes 2020, section 296A.01, subdivision 23, is amended to read:
Subd. 23.
Gasoline.
(a) "Gasoline" means:
(1) all products commonly or commercially known or sold as gasoline regardless of
their classification or uses, except casinghead gasoline, absorption gasoline, condensation
gasoline, drip gasoline, or natural gasoline that under the requirements of section 239.761,
subdivision 3, must not be blended with gasoline that has been sold, transferred, or otherwise
removed from a refinery or terminal; and
(2) any liquid prepared, advertised, offered for sale or sold for use as, or commonly and
commercially used as, a fuel in spark-ignition, internal combustion engines, and that when
tested by the Weights and Measures Division meets the specifications in ASTM specification
D4814-11b.
(b) Gasoline that is not blended with ethanol must not be contaminated with water or
other impurities and must comply with both ASTM specification D4814-11b and the volatility
requirements in Code of Federal Regulations, title 40, part deleted text begin 80deleted text end new text begin 1090new text end .
(c) After gasoline is sold, transferred, or otherwise removed from a refinery or terminal,
a person responsible for the product:
(1) may blend the gasoline with agriculturally derived ethanol, as provided in subdivision
24;
(2) must not blend the gasoline with any oxygenate other than denatured, agriculturally
derived ethanol;
(3) must not blend the gasoline with other petroleum products that are not gasoline or
denatured, agriculturally derived ethanol;
(4) must not blend the gasoline with products commonly and commercially known as
casinghead gasoline, absorption gasoline, condensation gasoline, drip gasoline, or natural
gasoline; and
(5) may blend the gasoline with a detergent additive, an antiknock additive, or an additive
designed to replace tetra-ethyl lead, that is registered by the EPA.