1997 Minnesota Statutes

     322B.960 Biennial registration. 

    Subdivision 1.    Information required.  Starting 
 January 1, 1995, a limited liability company, whether domestic 
 or foreign, shall once every other year file with the secretary 
 of state a registration containing: 

    (a) the name of the limited liability company; 

    (b) the alternate name, if any, a foreign limited liability 
 company has adopted for use in this state; 

    (c) the address of its registered office; 

    (d) the name of its registered agent, if any; 

    (e) the jurisdiction of organization; and 

    (f) the name and business address of the manager or other 
 person exercising the principal functions of the chief manager 
 of the limited liability company. 

    Subd. 2.    Due date for filing.  A registration is due 
 two years from:  (1) the date the limited liability company is 
 formed or registered with the secretary of state; or (2) the 
 date of the last registration.  The biennial registration will 
 be due on or before the anniversary date of formation or 
 registration in Minnesota.  The secretary of state shall mail a 
 registration form to each limited liability company no less than 
 90 days before the registration is due.  The registration form 
 must be sent to the last registered office address filed with 
 the secretary of state. 

    Subd. 3.    Amendments on registration form.  A domestic 
 limited liability company which needs to amend its name, 
 registered office address, or registered agent may make these 
 amendments on the biennial registration form.  If an amendment 
 is made on the biennial registration form, it must be signed by 
 an authorized person.  The fee listed in section 322B.175 
 applies to these amendments. 

    Subd. 4.    Loss of good standing.  A limited liability 
 company that fails to file a registration pursuant to the 
 requirements of subdivision 1 loses its good standing in this 
 state.  The limited liability company may regain its good 
 standing in this state by filing a single annual registration 
 and paying a $50 fee. 

    Subd. 5.    Administrative termination.  (a) If a 
 domestic limited liability company has not filed a registration 
 during a reporting period, the secretary of state shall notify 
 the limited liability company that it will be administratively 
 terminated if the biennial registration is not filed by the due 
 date of the next registration.  This notice must be sent to the 
 limited liability company at its registered office address of 
 record as part of the registration form.  If the limited 
 liability company does not file the biennial registration by the 
 due date, the secretary of state shall administratively 
 terminate the existence of the limited liability company.  The 
 secretary of state shall issue a certificate of administrative 
 termination which shall be sent to the limited liability company 
 at its registered office address.  A copy of the certificate 
 must be filed with the secretary of state.  

    (b) If a non-Minnesota limited liability company has not 
 filed a registration during a reporting period, the secretary of 
 state shall notify the limited liability company that its 
 authority to do business in Minnesota will be revoked if the 
 biennial registration is not filed by the due date of the next 
 registration.  This notice must be sent to the limited liability 
 company at its registered office address of record as part of 
 the registration form.  If the limited liability company does 
 not file the biennial registration by the due date, the 
 secretary of state shall revoke the authority of the limited 
 liability company to do business in Minnesota.  The secretary of 
 state shall issue a certificate of revocation which shall be 
 sent to the limited liability company at its registered office 
 address.  A copy of the certificate must be filed with the 
 secretary of state.  

    Subd. 6.    Reinstatement.  If a limited liability 
 company is administratively terminated or has its authority to 
 do business in Minnesota revoked, it may retroactively reinstate 
 its existence or authority to do business by filing a single 
 biennial registration and paying a $50 fee but only within one 
 year of the date of the termination or revocation. 

    (a) For a domestic limited liability company, filing the 
 biennial registration with the secretary of state: 

    (1) returns the limited liability company to active status 
 as of the date of the administrative termination; 

    (2) validates contracts or other acts within the authority 
 of the articles, and the limited liability company is liable for 
 those contracts or acts; and 

    (3) restores to the limited liability company all assets 
 and rights of the limited liability company and its members to 
 the extent they were held by the limited liability company and 
 its members before the administrative termination occurred, 
 except to the extent that assets or rights were affected by acts 
 occurring after the termination, sold, or otherwise distributed 
 after that time. 

    (b) For a non-Minnesota limited liability company, filing 
 the biennial registration restores the limited liability 
 company's ability to do business in Minnesota and the rights and 
 privileges which accompany that authority. 

    HIST: 1993 c 131 s 1; 1995 c 128 art 3 s 9,10