2005 Minnesota Statutes

CHAPTER 303. Foreign corporations

     303.01 Citation.  

    Sections 303.01 to 303.24 may be cited as the Minnesota 
 Foreign Corporation Act.  

    HIST: (7495-25) 1935 c 200 s 25 

     303.02 Definitions. 

    Subdivision 1.    Terms.  For the purposes of this 
 chapter the terms defined in this section have the meanings 
 ascribed to them.  

    Subd. 2.    Corporation.  "Corporation" means a 
 corporation formed for profit and includes a cooperative.  

    Subd. 3.    Foreign trust association.  "Foreign trust 
 association" includes every banking and trust association or 
 corporation organized under the laws of any state other than 
 this state having the power to act as executor, administrator, 
 trustee, guardian, or conservator, and every national banking 
 association maintaining its principal office in any state other 
 than this state which is granted permission by the comptroller 
 of the currency to act in a fiduciary capacity under the 
 provisions of United States Code, title 12, chapter 92a, as 
 amended. 

    Subd. 4.    Foreign corporation.  "Foreign corporation" 
 does not include any corporation which, under the Constitution 
 and statutes of the United States, may transact business in this 
 state without first obtaining a certificate of authority so to 
 do, insurance companies as defined by section 60A.02, and any 
 banking or trust association or corporation or national banking 
 association acting in this state as an executor, administrator, 
 trustee, guardian, or conservator under section 303.25.  

    Subd. 5.    Address.  "Address" means mailing address, 
 including a zip code.  In the case of a registered office, the 
 term means the mailing address and the actual office location 
 which may not be a post office box.  

    Subd. 6.    Process.  "Process" means any statutory 
 notice or demand required or permitted to be served on a natural 
 person or a corporation, and includes the summons in a civil 
 action, and any process which may be issued in any action or 
 proceeding in any court.  

    Subd. 7.    Articles of incorporation.  "Articles of 
 incorporation" means the original articles of incorporation, all 
 articles or certificates of amendment thereof, articles of 
 consolidation or merger, and certificates filed or issued in 
 connection with reduction of stated capital.  

    HIST: (7495-1) 1935 c 200 s 1; 1953 c 368 s 1; 1969 c 6 s 38; 
 1989 c 236 s 6; 1996 c 414 art 1 s 37; 1997 c 157 s 58; 2005 c 
 69 art 3 s 21 

*   NOTE:  The amendment to subdivision 2 by Laws 2005, chapter 
*69, article 3, section 21, is effective August 1, 2006.  Laws 
*2005, chapter 69, article 4, section 2.

     303.03 Foreign corporations must have certificate of 
  authority. 

    No foreign corporation shall transact business in this 
 state unless it holds a certificate of authority so to do; and 
 no foreign corporation whose certificate of authority has been 
 revoked or canceled pursuant to the provisions of this chapter 
 shall be entitled to obtain a certificate of authority except in 
 accordance with the provisions of section 303.19.  This section 
 does not establish standards for those activities that may 
 subject a foreign corporation to taxation under section 290.015 
 and to the reporting requirements of section 290.371.  Without 
 excluding other activities which may not constitute transacting 
 business in this state, and subject to the provisions of 
 sections 5.25 and 543.19, a foreign corporation shall not be 
 considered to be transacting business in this state for the 
 purposes of this chapter solely by reason of carrying on in this 
 state any one or more of the following activities:  

    (a) maintaining or defending any action or suit or any 
 administrative or arbitration proceeding, or effecting the 
 settlement thereof or the settlement of claims or disputes; 

    (b) holding meetings of its directors or shareholders or 
 carrying on other activities concerning its internal affairs; 

    (c) maintaining bank accounts; 

    (d) maintaining offices or agencies for the transfer, 
 exchange, and registration of its securities, or appointing and 
 maintaining trustees or depositaries with relation to its 
 securities; 

    (e) holding title to and managing real or personal 
 property, or any interest therein, situated in this state, as 
 executor of the will or administrator of the estate of any 
 decedent, as trustee of any trust, or as guardian of any person 
 or conservator of any person's estate; 

    (f) making, participating in, or investing in loans or 
 creating, as borrower or lender, or otherwise acquiring 
 indebtedness or mortgages or other security interests in real or 
 personal property; 

    (g) securing or collecting its debts or enforcing any 
 rights in property securing them; or 

    (h) conducting an isolated transaction completed within a 
 period of 30 days and not in the course of a number of repeated 
 transactions of like nature.  

    HIST: (7495-2) 1935 c 200 s 2; 1981 c 162 s 2; 1988 c 719 art 
 2 s 55; 1995 c 128 art 1 s 7; 2005 c 10 art 4 s 18 

     303.04 Engaging in banking; limitation. 

    No foreign corporation shall transact in this state the 
 business which only a bank, trust company, or savings 
 association may transact in this state except as provided in 
 section 303.25.  

    HIST: (7495-3) 1935 c 200 s 3; 1941 c 164 s 1; 1949 c 427 s 1; 
 1951 c 219 s 1; 1981 c 162 s 3; 1995 c 202 art 1 s 25 

     303.05 Names of corporations. 

    Subdivision 1.    Certificate of authority, when not 
 issued.  No certificate of authority shall be issued to a 
 foreign corporation if the name of that foreign corporation 
 would be prohibited to a corporation under the provisions of 
 chapter 302A.  The name of that corporation may contain the word 
 "cooperative" if it is a cooperative corporation generally 
 similar to the kind which may be organized under the laws of 
 this state.  If that corporation is a corporation obtaining a 
 certificate of authority pursuant to the provisions of section 
 303.04, the name of that corporation may contain the words 
 "bank," "trust," "building and loan," or "savings" and such 
 corporation shall not be required to add the word "incorporated" 
 or the abbreviation "Inc." to its corporate name.  If its real 
 name is unavailable, a foreign corporation may use an alternate 
 name to transact business in this state if it delivers to the 
 secretary of state a certified copy of the resolution of its 
 board of directors adopting the alternate name.  The alternate 
 name must meet the requirements of section 302A.115, and need 
 not be filed under sections 333.001 to 333.06.  

    Subd. 2.    Application.  Nothing in this section shall 
 abrogate or limit the law as to unfair competition or unfair 
 practices nor derogate from the common law, the principles of 
 equity, the statutes of this state or of the United States with 
 respect to the right to acquire and protect trade names.  

    Subd. 3.    Injunction.  If a foreign corporation does 
 business in this state under a name prohibited by this section, 
 the courts of this state having equity jurisdiction may, upon 
 the application of the state or of any person, unincorporated 
 association, or corporation interested or affected, enjoin such 
 foreign corporation from doing business in this state under such 
 name, whether or not a certificate of authority shall have been 
 issued to such foreign corporation.  

    Subd. 4.    Contest of registration of name.  A person 
 doing business in this state may contest the subsequent 
 registration of a name with the Office of the Secretary of State 
 as provided in section 5.22. 

    HIST: (7495-4) 1935 c 200 s 4; 1951 c 550 s 77; 1965 c 97 s 1; 
 1981 c 270 s 129; 1982 c 496 s 3; 1989 c 292 s 7 

     303.06 Application for certificate of authority. 

    Subdivision 1.    Contents.  In order to procure a 
 certificate of authority to transact business in this state, a 
 foreign corporation shall make application therefor to the 
 secretary of state, which application shall set forth: 

    (1) the name of the corporation and the state or country 
 under the laws of which it is organized; 

    (2) if the name of the corporation does not comply with 
 section 303.05, then the name which it agrees to use in this 
 state; 

    (3) the address of its proposed registered office in this 
 state and the name of its proposed registered agent in this 
 state; 

    (4) that it irrevocably consents to the service of process 
 upon it as set forth in section 5.25, or any amendment thereto; 
 and 

    (5) a statement that the officers executing the application 
 have been duly authorized so to do by the board of directors of 
 the corporation.  

    Subd. 2.    Forms.  Such application shall be made on 
 forms prescribed and furnished by the secretary of state, and 
 shall be executed by its president, vice-president, secretary, 
 or assistant secretary, and delivered to the secretary of state 
 with a certificate of existence from the filing officer in the 
 state, province, or country of incorporation.  

    HIST: (7495-5) 1935 c 200 s 5; 1965 c 97 s 2; 1984 c 618 s 20; 
 1988 c 682 s 13; 1995 c 128 art 1 s 8 

     303.07 License fees. 

    Subdivision 1.    Initial fee.  At the time of making 
 application for a certificate of authority the foreign 
 corporation making the application shall pay to the commissioner 
 of finance the sum of $150 as an initial license fee. 

    Subd. 2. Repealed, 2000 c 395 s 23 

    HIST: (7495-6) 1935 c 200 s 6; 1955 c 820 s 29; 1969 c 1148 s 
 46; 3Sp1981 c 2 art 1 s 36; 1987 c 404 s 165; 1991 c 205 s 8; 
 1994 c 438 s 5; 2003 c 112 art 2 s 50 

     303.08 Issuance of certificate of authority. 

    Subdivision 1.    By secretary of state.  If the 
 application be according to law, the secretary of state, when 
 all fees and charges have been paid as required by law, shall 
 file the application and the certificate of existence, and shall 
 issue and record a certificate of authority to transact business 
 in this state. 

    Subd. 2.    Contents.  The certificate of authority 
 shall contain the name of the corporation, the state or country 
 of organization, the address of its registered office in this 
 state, and a statement that it is authorized to transact 
 business in this state. 

    Subd. 3. Repealed, 3Sp1981 c 2 art 1 s 75 

    HIST: (7495-7) 1935 c 200 s 7; 1969 c 995 s 3; 1976 c 181 s 2; 
 1986 c 444; 1991 c 205 s 9 

     303.09 Powers same as domestic corporation.  

    After the issuance of a certificate of authority by the 
 secretary of state and until cancellation or revocation thereof 
 or issuance of a certificate of withdrawal, the corporation 
 shall possess within this state the same rights and privileges 
 that a domestic corporation would possess if organized for the 
 purposes set forth in the articles of incorporation of such 
 foreign corporation pursuant to which its certificate of 
 authority is issued, and shall be subject to the laws of this 
 state.  

    HIST: (7495-8) 1935 c 200 s 8 

     303.10 Office and agent. 

    Subdivision 1.    Maintenance.  Each foreign 
 corporation authorized to transact business in this state shall 
 have and continuously maintain in this state: 

    (1) A registered office which may, but need not be the same 
 as its place of business in this state; 

    (2) A registered agent, which agent may be either an 
 individual, resident in this state, whose business office is 
 identical with such registered office, or a corporation having a 
 business office identical with such registered office.  

    Subd. 2.    Change of location and address; revocation of 
 agent's appointment; new agent.  A foreign corporation may, 
 from time to time, change the location and address of its 
 registered office.  It may revoke the appointment of a 
 registered agent, provided it shall at the same time file an 
 appointment of a new registered agent.  It shall appoint a new 
 registered agent in case of vacancy in the office, whether by 
 death, resignation, or otherwise, or because of the 
 disqualification or incapacity of its registered agent.  Such 
 changes may be made by filing in the Office of the Secretary of 
 State a statement setting forth: 

    (1) the name of the corporation; 

    (2) if the address of its registered office is to be 
 changed, the address to which the registered office is to be 
 changed; 

    (3) if its registered agent is to be changed, the name of 
 its successor registered agent; and 

    (4) that such change was authorized by resolution duly 
 adopted by its board of directors.  

    Such statement shall be executed by its president, 
 vice-president, secretary, or assistant secretary.  

    Subd. 3.    Resignation of agent.  A registered agent of 
 a foreign corporation may resign by filing with the secretary of 
 state a signed written notice of resignation, including a 
 statement that a signed copy of the notice has been given or 
 mailed to the corporation at its principal office in the state 
 or country under the laws of which it is organized.  The 
 appointment of the agent terminates 30 days after the notice is 
 filed with the secretary of state. 

    HIST: (7495-9, 7495-10) 1935 c 200 s 9,10; 1953 c 221 s 1; 
 1986 c 331 s 1; 1988 c 682 s 14; 1989 c 236 s 7 

     303.11 Notice of name changes, where filed. 

    Each foreign corporation authorized to transact business in 
 this state, shall, whenever it changes its name, dissolves, or 
 merges, file in the Office of the Secretary of State a 
 certificate to that effect authenticated by the proper officer 
 of the state or country under the laws of which the corporation 
 is organized.  

    HIST: (7495-11) 1935 c 200 s 11; 1988 c 682 s 15; 2002 c 311 
 art 4 s 1 

     303.115 Foreign professional firm filings. 

    When a foreign corporation uses chapter 319B to elect 
 professional firm status, rescind that status, or change the 
 specification of professional services required under section 
 319B.04, the foreign corporation must file with the secretary of 
 state a notice which:  

    (1) states the election, rescission, or change in 
 specification; 

    (2) had been approved in accordance with the foreign 
 corporation's generally applicable governing law, as that term 
 is defined in section 319B.02, subdivision 8; and 

    (3) has been signed on behalf of the foreign corporation. 

    HIST: 1997 c 22 art 2 s 3 

  303.12 Repealed, 3Sp1981 c 2 art 1 s 75 

     303.13 Service of process. 

    Subdivision 1.    Foreign corporation.  A foreign 
 corporation shall be subject to service of process, as follows: 

    (1) by service on its registered agent; or 

    (2) as provided in section 5.25. 

    Subd. 2. Repealed, 1995 c 128 art 1 s 20 

    Subd. 3. Repealed, 1995 c 128 art 1 s 20 

    Subd. 4. Repealed, 1995 c 128 art 1 s 20 

    Subd. 5. Repealed, 1995 c 128 art 1 s 20 

    HIST: (7495-13) 1935 c 200 s 13; 1955 c 820 s 30; 1957 c 538 s 
 1; 1969 c 1148 s 47; 1978 c 674 s 60; 1980 c 541 s 4; 3Sp1981 c 
 2 art 1 s 37; 1984 c 618 s 21,22; 1986 c 444; 1987 c 404 s 166; 
 1989 c 236 s 8; 1989 c 335 art 1 s 197; 1991 c 205 s 10; 1993 c 
 48 s 2,3; 1993 c 369 s 113; 1995 c 128 art 1 s 9 

     303.14 Annual report. 

    Subdivision 1.    Filed with secretary of state; contents. 
  Each calendar year beginning in the calendar year following 
 the calendar year in which a corporation receives a certificate 
 of authority to do business in Minnesota, the secretary of state 
 must mail by first class mail an annual registration form to the 
 registered office of each corporation as shown on the records of 
 the secretary of state.  The form must include the following 
 notice:  

    "NOTICE:  Failure to file this form by December 31 of this 
 year will result in the revocation of the authority of this 
 corporation to transact business in Minnesota without further 
 notice from the secretary of state, pursuant to Minnesota 
 Statutes, section 303.17." 

    The corporation will submit a $115 fee with the annual 
 registration and will set forth on the form: 

    (1) the name of the corporation, and, if the corporation 
 has designated an alternate name pursuant to section 303.05, 
 subdivision 1, that alternate name; 

    (2) the name of the registered agent of the corporation in 
 Minnesota; 

    (3) the address of its registered office; 

    (4) the state of incorporation; and 

    (5) the name and business address of the officer or other 
 person exercising the principal functions of the chief executive 
 officer of the corporation. 

    Subd. 2. Repealed, 3Sp1981 c 2 art 1 s 75 

    Subd. 3. Repealed, 2000 c 395 s 23 

    Subd. 4. Repealed, 2000 c 395 s 23 

    Subd. 5. Repealed, 2000 c 395 s 23 

    HIST: (7495-14) 1935 c 200 s 14; 3Sp1981 c 2 art 1 s 38-40; 
 1982 c 496 s 4; 1986 c 444; 1988 c 682 s 16,17; 1989 c 236 s 9; 
 1995 c 128 art 3 s 4; 1997 c 137 s 8; 2000 c 395 s 6 

  303.15 Repealed, 3Sp1981 c 2 art 1 s 75 

     303.16 Withdrawal from state. 

    Subdivision 1.    Application for withdrawal, filing.  
 If a foreign corporation holding a certificate of authority 
 desires to withdraw, it shall file with the secretary of state 
 an application for withdrawal.  

    Subd. 2.    Contents of application.  The application 
 for withdrawal shall set forth: 

    (1) the name of the corporation and the state or country 
 under the laws of which it is organized; 

    (2) that it has no property located in this state and has 
 ceased to transact business therein; 

    (3) that its board of directors has duly determined to 
 surrender its authority to transact business in this state; 

    (4) that it revokes the authority of its registered agent 
 in this state to accept service of process; 

    (5) the address to which the secretary of state shall mail 
 a copy of any process against the corporation that may be served 
 upon the secretary of state; 

    (6) that it will pay to the commissioner of finance the 
 amount of any additional license fees properly found by the 
 secretary of state to be then due from such corporation; and 

    (7) additional information required or demanded to enable 
 the secretary of state to determine the additional license fees, 
 if any, payable by the corporation, the determination thereof to 
 be made in the manner provided by section 303.07, subdivision 2. 

    Subd. 3.    Execution of application.  The application 
 for withdrawal shall be executed on behalf of the corporation by 
 its president, vice-president, secretary, or assistant 
 secretary, or, if the corporation is in the hands of a receiver 
 or trustee, by such receiver or trustee.  

    Subd. 4.    Approval; filing.  The application for 
 withdrawal shall be delivered to the secretary of state.  Upon 
 receiving and examining the same, and upon finding that it 
 conforms to the provisions of this chapter, the secretary of 
 state shall, when all license fees, filing fees, and other 
 charges have been paid as required by law, file the same and 
 shall issue and record a certificate of withdrawal.  Upon the 
 issuance of the certificate, the authority of the corporation to 
 transact business in this state shall cease. 

    Subd. 5.    Withdrawal through merger or dissolution.  
 The filing with the secretary of state by the corporation of a 
 certificate of dissolution, or a certificate of merger if the 
 corporation is not the surviving corporation from the proper 
 officer of the state or country under the laws of which the 
 corporation is organized constitutes a valid application of 
 withdrawal and the authority of the corporation to transact 
 business in this state shall cease upon filing of the 
 certificate. 

    HIST: (7495-16) 1935 c 200 s 16; 1976 c 181 s 2; 3Sp1981 c 2 
 art 1 s 41,42; 1986 c 444; 1988 c 682 s 18,19; 2003 c 112 art 2 
 s 50 

     303.17 License revocation. 

    Subdivision 1.    Grounds.  The certificate of authority 
 of a foreign corporation to transact business in this state 
 shall be revoked by the secretary of state if it fails: 

    (1) to pay any fee due under the provisions of this 
 chapter; 

    (2) to designate a registered agent when a vacancy occurs 
 in that office, or when the appointed registered agent becomes 
 disqualified or incapacitated; 

    (3) to file certificates of merger or name change, as 
 required in section 303.11; 

    (4) to file an annual report; or 

    (5) to comply with the provisions of Minnesota Statutes 
 1949, section 303.04, and acts amendatory thereof and 
 supplementary thereto, insofar as it relates to the limits of 
 territory in which a savings association organized under the 
 laws of another state may carry on the business of making real 
 estate mortgages. 

    Subd. 2.    Notice to corporation.  On finding that a 
 default has occurred under subdivision 1, clauses (1) to (3) or 
 (5), the secretary of state shall give notice by mail to the 
 corporation, at its registered office in this state, that the 
 default exists and that its certificate of authority will be 
 revoked unless the default shall be cured within 30 days after 
 the mailing of the notice. 

    Subd. 3.    Revocation.  (a) The secretary of state 
 shall revoke the certificate of authority of a corporation that 
 is in default under subdivision 1, clause (4), for failure to 
 file an annual registration form under section 303.14. 

    (b) The secretary of state shall revoke the certificate of 
 authority of a corporation that is in default under subdivision 
 1, clauses (1) to (3) or (5), if the default is not cured within 
 30 days after mailing the notice under subdivision 2; provided 
 that for good cause shown the secretary of state may extend the 
 30-day period from time to time, but in no event may the 
 aggregate of all extensions granted exceed 180 days or the 
 period of time of any applicable extension granted by the 
 Department of Revenue for filing the income tax return of the 
 corporation, whichever is greater. 

    Subd. 4.    Certificate of revocation.  (a) Upon 
 revoking the certificate of authority of a corporation because 
 of a default under subdivision 1, clauses (1) to (3) or (5), the 
 secretary of state shall: 

    (1) issue a certificate of revocation; and 

    (2) mail to the corporation, at its registered office in 
 this state, a notice of the revocation. 

    (b) Upon revoking the certificate of authority of a 
 corporation because of a default under subdivision 1, clause 
 (4), the secretary of state shall issue a certificate of 
 revocation, and the certificate must be filed in the Office of 
 the Secretary of State.  No further notice to the corporation is 
 required.  

    (c) The secretary of state shall annually inform the 
 attorney general and the commissioner of revenue of the methods 
 by which the names of corporations revoked under this section 
 during the preceding year may be determined.  The secretary of 
 state shall also make the names of the revoked corporations 
 available in an electronic format. 

    Subd. 5.    Cessation of authority.  Upon the issuance 
 of such certificate of revocation, the authority of the 
 corporation to transact business in this state shall cease. 

    HIST: (7495-17) 1935 c 200 s 17; 1951 c 220 s 1; 1976 c 181 s 
 2; 1978 c 674 s 60; 3Sp1981 c 2 art 1 s 43; 1984 c 618 s 23; 
 1986 c 444; 1989 c 236 s 10; 1991 c 205 s 11; 1994 c 438 s 6,7; 
 1995 c 202 art 1 s 25; 2001 c 64 s 1-3 

     303.18 Cancellation of certificate of authority. 

    Subdivision 1.    Action by attorney general; grounds.  
 When the public interest may require, the attorney general shall 
 bring an action against a foreign corporation to cancel its 
 certificate of authority to transact business in this state upon 
 the ground that: 

    (1) the certificate of authority was procured through fraud 
 practiced upon the state; 

    (2) the certificate of authority should not have been 
 issued to the corporation under this chapter; 

    (3) the certificate of authority was procured without a 
 substantial compliance with the conditions prescribed by this 
 chapter as precedent or essential to its issuance; 

    (4) the corporation has offended against any provisions of 
 the statutes regulating corporations, or has abused or usurped 
 corporate privileges or powers; 

    (5) the corporation is knowingly and persistently violating 
 any provision of law; or 

    (6) the corporation has done or omitted any act which 
 amounts to a surrender of its certificate of authority. 

    Subd. 2.    Time granted in which to cure ground for 
 cancellation.  If the ground for the action is an act which 
 the corporation has done or omitted to do, and it appears 
 probable that correction can be made, then such action shall not 
 be instituted, unless the attorney general shall give notice to 
 such corporation, by certified mail, at its registered office in 
 this state, that such default or violation exists, and that an 
 action to cancel its certificate of authority will be begun 
 unless such default shall be cured or such violation 
 discontinued within 30 days after the mailing of such notice.  
 Such action shall be begun by the attorney general if the 
 default shall not be cured, or the violation discontinued, 
 within such period of 30 days; provided, that for good cause 
 shown the attorney general may enlarge this period from time to 
 time, but the aggregate of such enlargements shall not exceed 
 three months. 

    Subd. 3.    Judgment of cancellation.  The attorney 
 general shall cause two certified copies of the judgment 
 canceling a certificate of authority to be delivered to the 
 secretary of state.  The secretary of state shall file one copy, 
 and shall transmit the other copy to the registered office of 
 the corporation in this state.  

    HIST: (7495-18) 1935 c 200 s 18; 1976 c 181 s 2; 1978 c 674 s 
 60; 3Sp1981 c 2 art 1 s 44; 1986 c 444 

     303.19 Reinstatement. 

    Subdivision 1.    Application.  Any foreign corporation 
 whose certificate of authority to do business in this state 
 shall have been revoked or canceled may file with the secretary 
 of state an application for reinstatement.  Such application 
 shall be on forms prescribed by the secretary of state, shall 
 contain all the matters required to be set forth in an original 
 application for a certificate of authority, and such other 
 pertinent information as may be required by the secretary of 
 state.  

    Subd. 2.    Fee.  If the certificate of authority was 
 revoked by the secretary of state pursuant to section 303.17, 
 the corporation shall pay to the commissioner of finance $250 
 before it may be reinstated. 

    If the certificate of authority was canceled by a judgment 
 pursuant to section 303.18, the corporation shall pay to the 
 commissioner of finance $500 before it may be reinstated. 

    Subd. 3.    Certificate of reinstatement.  Upon the 
 filing of the application and upon payment of all penalties, 
 fees and charges required by law, not including an initial 
 license fee or additional license fees to the extent that they 
 have previously been paid by the corporation, the secretary of 
 state shall reinstate the license of the corporation.  

    HIST: (7495-19) 1935 c 200 s 19; 1955 c 820 s 51; 1976 c 181 s 
 2; 3Sp1981 c 2 art 1 s 45,46; 2003 c 112 art 2 s 50 

     303.20 Foreign corporation may not maintain action 
  unless licensed.  

    No foreign corporation transacting business in this state 
 without a certificate of authority shall be permitted to 
 maintain an action in any court in this state until such 
 corporation shall have obtained a certificate of authority; nor 
 shall an action be maintained in any court by any successor or 
 assignee of such corporation on any right, claim, or demand 
 arising out of the transaction of business by such corporation 
 in this state until a certificate of authority to transact 
 business in this state shall have been obtained by such 
 corporation or by a corporation which has acquired all, or 
 substantially all, of its assets.  If such assignee shall be a 
 purchaser without actual notice of such violation by the 
 corporation, recovery may be had to an amount not greater than 
 the purchase price.  This section shall not be construed to 
 alter the rules applicable to a holder in due course of a 
 negotiable instrument.  

    The failure of a foreign corporation to obtain a 
 certificate of authority to transact business in this state does 
 not impair the validity of any contract or act of such 
 corporation, and shall not prevent such corporation from 
 defending any action in any court of this state.  

    Any foreign corporation which transacts business in this 
 state without a certificate of authority shall forfeit and pay 
 to this state a penalty, not exceeding $1,000, and an additional 
 penalty, not exceeding $100, for each month or fraction thereof 
 during which it shall continue to transact business in this 
 state without a certificate of authority therefor.  Such 
 penalties may be recovered in the district court of any county 
 in which such foreign corporation has done business or has 
 property or has a place of business, by an action, in the name 
 of the state, brought by the attorney general.  

    HIST: (7495-20) 1935 c 200 s 20 

     303.21 Fees. 

    Subdivision 1. Repealed, 3Sp1981 c 2 art 1 s 75 

    Subd. 2. Repealed, 3Sp1981 c 2 art 1 s 75 

    Subd. 3.    Other instruments.  A fee of $50 shall be 
 paid to the secretary of state for filing any instrument, other 
 than the annual report required by section 303.14, required or 
 permitted to be filed under the provisions of this chapter.  The 
 fees shall be paid at the time of the filing of the instrument.  

    HIST: (7495-21) 1935 c 200 s 21; 1955 c 820 s 31; 1969 c 1148 
 s 48,49; 1976 c 181 s 2; 3Sp1981 c 2 art 1 s 47; 1987 c 404 s 
 167; 1989 c 335 art 1 s 198; 1993 c 369 s 114; 2000 c 395 s 7 

     303.22 Applicable to present corporations. 

    Except as in this section otherwise provided, this chapter 
 shall be applicable to all foreign corporations heretofore or 
 hereafter transacting business in this state. 

    Any foreign corporation licensed to transact business in 
 this state when this chapter became effective, which thereafter 
 obtains a certificate of authority, pursuant to the provisions 
 of this section, may continue to transact business in this state 
 pursuant to the certificate of authority, using the name under 
 which it was, on April 21, 1935, licensed to transact business 
 in this state, whether or not the use of the name is in 
 violation of the provisions of section 303.05. 

    Nothing herein contained shall be construed to exempt the 
 foreign corporation from the obligation of making annual reports 
 and paying license fees in accordance with the provisions of 
 this chapter. 

    HIST: (7495-22) 1935 c 200 s 22; 3Sp1981 c 2 art 1 s 48 

     303.23 Certificate issued by secretary of state. 

    Subdivision 1.    Prima facie evidence; recording.  
 Copies of the certificates certified, and any certificate issued 
 pursuant to the provisions of this chapter, by the secretary of 
 state shall be prima facie evidence of the matters stated 
 therein.  

    Subd. 2.    Certificate that corporation has no 
 certificate of authority.  A certificate of the secretary of 
 state to the effect that a foreign corporation is not authorized 
 to transact business in this state shall be prima facie evidence 
 of the facts therein stated. 

    HIST: (7495-23) 1935 c 200 s 23; 1976 c 181 s 2; 3Sp1981 c 2 
 art 1 s 49; 1986 c 444 

     303.24 Rights subject to amendment.  

    The state hereby fully reserves the right to alter, amend, 
 or repeal the several provisions of this chapter, and all rights 
 and privileges granted or extended hereunder shall be subject to 
 such reserved right.  

    HIST: (7495-26) 1935 c 200 s 26 

     303.25 Foreign trust associations, powers. 

    Subdivision 1.    Appointments.  Any foreign trust 
 association may accept appointment and act as executor of the 
 will or administrator of the estate of any decedent who was a 
 resident of this state at the time of death, as trustee of any 
 trust created by a resident of this state by will or otherwise, 
 and as guardian of any resident of this state or conservator of 
 the resident's estate, if banking or trust associations or 
 corporations organized under the laws of this state or national 
 banking associations maintaining their principal offices in this 
 state are permitted to act as executors, administrators, 
 trustees, guardians, or conservators in the state in which the 
 foreign trust association maintains its principal office.  Any 
 foreign trust association may accept appointment and act as 
 executor of the will or administrator of the estate of a 
 decedent, who was a resident of the state in which the foreign 
 trust association maintains its principal office at the time of 
 death, in ancillary probate proceedings in this state, as 
 trustee of any trust created by the decedent by will or 
 otherwise of property situated in this state, and as guardian or 
 conservator in ancillary proceedings in this state with respect 
 to the property of a resident of the other state if banking or 
 trust associations or corporations organized under the laws of 
 this state and national banking associations maintaining their 
 principal offices in this state are permitted to act as 
 executors, administrators, trustees, guardians, or conservators 
 in the state in which the foreign trust association maintains 
 its principal office. 

    Subd. 2.    Designation of attorney for service of 
 process.  Before accepting appointment or acting as executor, 
 administrator, trustee, guardian, or conservator, a foreign 
 trust association shall appoint the secretary of state, a 
 successor or successors in office, its true and lawful attorney 
 upon whom may be served all legal process in any action or 
 proceeding against it, or in which it may be a party, in 
 relation to or involving any acts or defaults by it as executor, 
 administrator, trustee, guardian, or conservator.  This 
 appointment is irrevocable.  Service upon the attorney is as 
 valid and binding as if due personal service had been made upon 
 the foreign trust association. 

    Subd. 3.    Bond must be filed.  Before accepting 
 appointment or acting as executor, administrator, trustee, 
 guardian, or conservator, every foreign trust association shall 
 file a bond with a court of competent jurisdiction in an amount 
 as the court directs, with sufficient sureties, conditioned upon 
 the faithful discharge of its duties as executor, administrator, 
 trustee, guardian, or conservator, or, in lieu of the bond, 
 shall deposit securities with the commissioner of finance in the 
 same manner and in the same amount as would be required under 
 section 48A.03, subdivision 2, of a trust company organized 
 under the laws of this state.  This deposit shall be maintained 
 until the foreign trust association shall cease to act as an 
 executor, administrator, trustee, guardian, or conservator under 
 this section.  However, except as otherwise ordered by a court 
 of competent jurisdiction, the requirements of this subdivision 
 do not apply to a trustee with respect to a trust created 
 otherwise than by will if the trust instrument requests or 
 directs that a bond need not be required of the trustee. 

    Subd. 4.    Rights and duties.  Any foreign trust 
 association acting as executor, administrator, trustee, 
 guardian, or conservator has the rights, authority, and duties 
 that a natural person resident in this state duly acting as 
 executor, administrator, trustee, guardian, or conservator has 
 under the laws of this state. 

    Subd. 5.    Solicitation of business.  A foreign trust 
 may solicit business within this state if banking or trust 
 associations or corporations organized under the laws of this 
 state or national banking associations maintaining their 
 principal offices in this state may solicit business in the 
 state in which the foreign trust association maintains its 
 principal office.  For purposes of this subdivision, 
 solicitation of business includes the activities authorized for 
 state or national banking associations exercising fiduciary 
 powers maintaining their principal offices in this state 
 considered a representative trust office established under 
 section 48A.14.  A foreign trust association must follow the 
 procedures in section 48A.18 to establish a trust office and the 
 procedures in section 48A.19 to establish a representative trust 
 office. 

    Subd. 6.    Service of process.  Service of process 
 under this section may be made by delivering a copy to the 
 secretary of state personally or by filing the same in the 
 secretary of state's office, accompanied by one additional copy 
 for each person so served, and by the mailing by the secretary 
 of state of a copy by certified mail, not later than the 
 business day following the day of the service, to each person so 
 served at the address of each person as shown by the records in 
 the Office of the Secretary of State. 

    HIST: 1953 c 368 s 2; 1957 c 21 s 1; 1978 c 674 s 60; 1981 c 
 162 s 4; 1986 c 444; 1997 c 157 s 59; 1998 c 331 s 38; 1999 c 
 151 s 42; 2003 c 112 art 2 s 50; 2005 c 10 art 4 s 19