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308B.151 Foreign cooperatives.

Subdivision 1. Authority. (a) Subject to the Constitution of this state, the laws of the jurisdiction under which a foreign cooperative is organized govern its organization and internal affairs and the liability of its members. A foreign cooperative may not be denied a certificate of authority to transact business in this state by reason of any difference between those laws and the laws of this state.

(b) A foreign cooperative holding a valid certificate of authority in this state has no greater rights and privileges than a domestic cooperative. The certificate of authority does not authorize the foreign cooperative to exercise any of its powers or purposes that a domestic cooperative is forbidden by law to exercise in this state.

(c) A foreign cooperative may apply for a certificate of authority under any name that would be available to a cooperative, whether or not the name is the name under which it is authorized in its jurisdiction of organization.

Subd. 2. Certificate of authority. (a) Before transacting business in this state, a foreign cooperative shall obtain a certificate of authority. An applicant for the certificate shall file with the secretary of state a certificate of status from the filing office in the jurisdiction in which the business entity is organized and an application executed by an authorized person and setting forth:

(1) the name of the foreign cooperative and, if different, the name under which it proposes to transact business in this state;

(2) the jurisdiction of its organization;

(3) the name and business address of the proposed registered agent in this state, which agent shall be an individual resident of this state, a domestic business entity, or a foreign cooperative having a place of business in, and authorized to do business in, this state;

(4) the address of the office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if not so required, of the principal place of business of the foreign cooperative; and

(5) the date the foreign cooperative expires in the jurisdiction of its organization.

(b) The application must be accompanied by payment of $185, which includes a $150 initial license fee in addition to the $35 filing fee required by section 308B.111.

(c) If the secretary of state finds that an application for a certificate of authority conforms to law and all fees have been paid, the secretary of state shall:

(1) endorse on the application the word "Filed" and the date of filing the application;

(2) file the original application; and

(3) return the original application to the person who filed it with a certificate of authority issued by the secretary of state.

(d) A certificate of authority issued under this section is effective from the date the application is filed with the secretary of state accompanied by the payment of the requisite fees.

(e) If any statement in the application for a certificate of authority by a foreign cooperative was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign cooperative shall promptly file with the secretary of state:

(1) in the case of a change in its name, a termination, or a merger, a certificate to that effect authenticated by the proper officer of the state or country under the laws of which the foreign cooperative is organized; or

(2) in the case of a change in the name or address of the registered agent required to be maintained by section 308B.121, an amendment to the certificate of authority signed by an authorized person.

The fee for filing the document is the same as for filing an amendment.

Subd. 3. Registered agent and certain reports. A foreign cooperative authorized to transact business in this state shall:

(1) appoint and continuously maintain a registered agent in the same manner as provided in section 308B.121; or

(2) file a report upon any change in the name or business address of its registered agent in the same manner as provided in section 308B.121.

Subd. 4. Biennial registration. (a) A foreign cooperative must file a periodic registration with the secretary of state in each odd-numbered year containing:

(1) the name of the foreign cooperative;

(2) the alternate name, if any, the foreign cooperative has adopted for use in this state;

(3) the address of its registered office;

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

(5) the jurisdiction in which the foreign cooperative is organized; and

(6) the name and business address of the manager or other person exercising the principal functions of the chief manager of the foreign cooperative.

(b) The secretary of state shall mail a registration form to each foreign cooperative not 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. A foreign cooperative that 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 308B.121 applies to these amendments.

(c) A foreign cooperative that fails to file a registration under the requirements of this subdivision loses its good standing in this state. The business entity may regain its good standing in this state by filing a registration and paying a $50 fee.

(d) If a foreign cooperative has not filed a registration during a reporting period, the secretary of state shall notify the business entity that its authority to do business in this state 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 foreign cooperative at its registered office address of record as part of the registration form. If the foreign cooperative does not file the biennial registration by the due date, the secretary of state shall revoke the authority of the foreign cooperative to do business in this state. The secretary of state shall issue a certificate of revocation, which shall be sent to the foreign cooperative at its registered office address. A copy of the certificate must be filed with the secretary of state.

(e) If a foreign cooperative has its authority to do business in this state revoked, it may retroactively reinstate its authority to do business by filing a single biennial registration and paying a $50 fee but only within one year of the date of termination or revocation.

(f) A foreign cooperative filing the biennial registration restores the foreign cooperative's ability to do business in this state and the rights and privileges that accompany that authority.

Subd. 5. Certificate of withdrawal. (a) A foreign cooperative authorized to transact business in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure the certificate, the foreign cooperative shall file with the secretary of state an application for withdrawal which must set forth:

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

(2) that the foreign cooperative is not transacting business in this state;

(3) that the foreign cooperative surrenders its authority to transact business in this state;

(4) that the foreign cooperative revokes the authority of its registered agent in this state to accept service of process and consents to that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the business entity was authorized to transact business in this state. Service may be made on the business entity by service upon the secretary of state; and

(5) a post office address to which a person may mail a copy of any process against the business entity.

(b) The filing with the secretary of state of a certificate of termination or a certificate of merger if the foreign cooperative is not the surviving organization from the proper officer of the state or country under the laws of which the business entity is organized constitutes a valid application of withdrawal and the authority of the business entity to transact business in this state shall cease upon filing of the certificate.

(c) The certificate of authority of a foreign cooperative to transact business in this state may be revoked by the secretary of state upon the occurrence of any of these events:

(1) the foreign cooperative has failed to appoint and maintain a registered agent as required by this chapter, file a report upon any change in the name or business address of the registered agent, or file in the Office of the Secretary of State any amendment to its application for a certificate of authority as specified in section 308B.121; or

(2) a misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the foreign cooperative under this chapter.

(d) No certificate of authority of a foreign cooperative shall be revoked by the secretary of state unless:

(1) the secretary of state has given the foreign cooperative not less than 60 days' notice by mail addressed to its registered office in this state or, if the foreign cooperative fails to appoint and maintain a registered agent in this state, addressed to the office address in the jurisdiction of organization; and

(2) during the 60-day period, the foreign cooperative has failed to file the report of change regarding the registered agent, to file any amendment, or to correct the misrepresentation.

(e) Sixty days after the mailing of the notice, the authority of the foreign cooperative to transact business in this state ceases. The secretary of state shall issue a certificate of revocation and shall mail the certificate to the address of the principal place of business or the office required to be maintained in the jurisdiction of organization of the foreign cooperative.

Subd. 6. Transaction of business without certificate of authority. (a) A foreign cooperative transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it possesses a certificate of authority.

(b) The failure of a foreign cooperative to obtain a certificate of authority does not impair the validity of any contract or act of the foreign cooperative or prevent the foreign cooperative from defending any action, suit, or proceeding in any court of this state.

(c) A foreign cooperative, by transacting business in this state without a certificate of authority, appoints the secretary of state as its agent upon whom any notice, process, or demand may be served.

(d) A foreign cooperative that transacts business in this state without a valid certificate of authority is liable to the state for the years or parts of years during which it transacted business in this state without the certificate in any amount equal to all fees that would have been imposed by this chapter upon that business entity had it duly obtained the certificate, filed all reports required by this chapter, and paid all penalties imposed by this chapter. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section.

(e) A foreign cooperative that transacts business in this state without a valid certificate of authority is subject to a civil penalty, payable to the state, not to exceed $5,000. Each director or, in the absence of directors, each member or agent who authorizes, directs, or participates in the transaction of business in this state on behalf of a foreign cooperative that does not have a certificate is subject to a civil penalty, payable to the state, not to exceed $1,000.

(f) The civil penalties set forth in paragraph (e) may be recovered in an action brought in the District Court for Ramsey County by the attorney general. Upon a finding by the court that a foreign cooperative or any of its members, directors, or agents have transacted business in this state in violation of this chapter, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining the further transaction of the business of the foreign cooperative and the further exercise of any business entity's rights and privileges in this state. The foreign cooperative must be enjoined from transacting business in this state until all civil penalties plus any interest and court costs that the court may assess have been paid and until the foreign cooperative has otherwise complied with the provisions of this chapter.

(g) A member of a foreign cooperative is not liable for the debts and obligations of the foreign cooperative solely by reason of the business entity's having transacted business in this state without a valid certificate of authority.

Subd. 7. Transactions not constituting transacting business. (a) The following activities of a foreign cooperative, among others, do not constitute transacting business within the meaning of this section:

(1) maintaining, defending, or settling any proceeding;

(2) holding meetings of its members or carrying on any other activities concerning its internal affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign cooperative's own securities or maintaining trustees or depositories with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

(7) creating or acquiring indebtedness, mortgages, and security interests in real or personal property;

(8) securing or collecting debts or enforcing mortgages, and security interests in property securing the debts;

(9) holding, protecting, renting, maintaining, and operating real or personal property in this state;

(10) selling or transferring title to property in this state to any person; or

(11) conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like manner.

(b) The term "transacting business" as used in this section has no effect on personal jurisdiction under section 543.19.

(c) For purposes of this section, any foreign cooperative that owns income-producing real or tangible personal property in this state, other than property exempted under paragraph (a), is considered to be transacting business in this state.

(d) The list of activities in paragraph (a) is not exhaustive. This subdivision does not apply in determining the contracts or activities that may subject a foreign cooperative to service of process or taxation in this state or to regulation under any other law of this state.

Subd. 8. Action to restrain foreign cooperative. The attorney general may bring an action to restrain a foreign cooperative from transacting business in this state in violation of this chapter, chapter 308A, or other laws of this state.

Subd 9. Service of process. Service of process on a foreign cooperative must be as provided under section 5.25.

HIST: 2003 c 105 art 1 s 8