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CHAPTER 303. FOREIGN CORPORATIONS

Table of Sections
SectionHeadnote
303.01CITATION.
303.02DEFINITIONS.
303.03FOREIGN CORPORATIONS MUST HAVE CERTIFICATE OF AUTHORITY.
303.04ENGAGING IN BANKING; LIMITATION.
303.05NAMES OF CORPORATIONS.
303.06APPLICATION FOR CERTIFICATE OF AUTHORITY.
303.07LICENSE FEES.
303.08ISSUANCE OF CERTIFICATE OF AUTHORITY.
303.09POWERS SAME AS DOMESTIC CORPORATION.
303.10OFFICE AND AGENT.
303.11NOTICE OF NAME CHANGES, WHERE FILED.
303.115FOREIGN PROFESSIONAL FIRM FILINGS.
303.12Repealed, 3Sp1981 c 2 art 1 s 75
303.13SERVICE OF PROCESS.
303.14ANNUAL REPORT.
303.15Repealed, 3Sp1981 c 2 art 1 s 75
303.16WITHDRAWAL FROM STATE.
303.17LICENSE REVOCATION.
303.18CANCELLATION OF CERTIFICATE OF AUTHORITY.
303.19REINSTATEMENT.
303.20FOREIGN CORPORATION MAY NOT MAINTAIN ACTION UNLESS LICENSED.
303.21FEES.
303.22APPLICABLE TO PRESENT CORPORATIONS.
303.23CERTIFICATE ISSUED BY SECRETARY OF STATE.
303.24RIGHTS SUBJECT TO AMENDMENT.
303.25FOREIGN TRUST ASSOCIATIONS, POWERS.
303.01 CITATION.
Sections 303.01 to 303.24 may be cited as the Minnesota Foreign Corporation Act.
History: (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.
History: (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
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.
History: (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.
History: (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.
History: (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.
History: (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]
History: (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]
History: (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.
History: (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.
History: (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.
History: (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.
History: 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]
History: (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]
History: (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.
History: (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.
History: (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.
History: (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.
History: (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.
History: (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.
History: (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.
History: (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.
History: (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.
History: (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.
History: 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