5.25 SERVICE OF PROCESS.
Subdivision 1. Who may be served.
A process, notice, or demand required or permitted
by law to be served upon an entity governed by chapter 221, 302A, 303, 317A, 321, 322B, 323,
330, 540, or 543 may be served on: (1) the registered agent, if any; (2) if no agent has been
appointed then on an officer, manager, or general partner of the entity; or (3) if no agent, officer,
manager, or general partner can be found at the address on file with the secretary of state, the
secretary of state as provided in this section.
Subd. 2. Service on motor carriers and unions, groups, or associations.
of process is to be made on the secretary of state according to section
procedure in this subdivision applies. Service must be made by filing the process, notice, or
demand with the secretary of state along with the payment of a fee of $35. Within ten days of
the filing with the secretary of state, a copy of the process, notice, or demand shall be sent to the
defendant's last known address by the person who caused it to be served on the secretary of state.
Subd. 3. Service on certain business entities; auctioneers.
When service of process is to
be made on the secretary of state for entities governed by chapter 302A, 317A, 321, 322B, 323,
330, or 543, the procedure in this subdivision applies. Service must be made by filing with the
secretary of state one copy of the process, notice, or demand along with payment of a $35 fee.
Subd. 4. Service on foreign corporation.
(a) Service of a process, notice, or demand may be
made on a foreign corporation authorized to transact business in this state by delivering to and
leaving with the secretary of state, or with an authorized deputy or clerk in the secretary of state's
office, one copy of it and a fee of $50 in the following circumstances: (1) if the foreign corporation
fails to appoint or maintain in this state a registered agent upon whom service of process may be
had; (2) whenever a registered agent cannot be found at its registered office in this state, as shown
by the return of the sheriff of the county in which the registered office is situated, or by an affidavit
of attempted service by a person not a party; (3) whenever a corporation withdraws from the state;
or (4) whenever the certificate of authority of a foreign corporation is revoked or canceled.
However, after a foreign corporation withdraws from the state, according to section
service upon the corporation may be made according to this section only when based upon a
liability or obligation of the corporation incurred within this state or arising out of any business
done in this state by the corporation before the issuance of a certificate of withdrawal.
(b) A foreign corporation is considered to be doing business in Minnesota if it makes a
contract with a resident of Minnesota to be performed in whole or in part by either party in
Minnesota, or if it commits a tort in whole or in part in Minnesota against a resident of Minnesota.
These acts are considered to be equivalent to the appointment by the foreign corporation of the
secretary of state of Minnesota and successors to be its true and lawful attorney upon whom may
be served all lawful process in actions or proceedings against the foreign corporation arising from
or growing out of the contract or tort. One copy of the process must be served on the secretary of
state, together with the address to which service is to be sent and a fee of $50. The making of the
contract or the committing of the tort is considered to be the agreement of the foreign corporation
that any process against it which is so served upon the secretary of state has the same legal force
and effect as if served personally on it within the state of Minnesota.
Subd. 5. Service on dissolved, withdrawn, or revoked business entity.
notice, or demand may be served on a dissolved, withdrawn, or revoked business entity that
was governed by chapter 302A, 303, 317A, 321, 322B, or 323 as provided in this subdivision.
The court shall determine if service is proper.
(b) If a business entity has voluntarily dissolved or has withdrawn its request for authority
to transact business in this state, or a court has entered a decree of dissolution or revocation of
authority to do business, service must be made according to subdivision 3 or 4, so long as claims
are not barred under the provisions of the chapter that governed the business entity.
(c) If a business entity has been involuntarily dissolved or its authority to transact business in
this state has been revoked, service must be made according to subdivision 3 or 4.
Subd. 6. Duties of secretary of state.
In the case of service of process according to
subdivision 3 or 4, the secretary of state shall immediately cause a copy of a service of process to
be forwarded by certified mail addressed to the business entity:
(1) in care of the agent of the business entity, at its registered office in this state as it appears
in the records of the secretary of state;
(2) at the address designated in the application for withdrawal, if the business entity has
withdrawn from this state in the manner provided by law;
(3) at the address provided by the party submitting the document for service of process if the
business entity's authority to do business in this state has been revoked; or
(4) at the address provided by the party submitting the document for service of process if the
business entity has never been authorized to do business in this state.
Subd. 7. Time to answer.
If a summons is to be served upon the secretary of state according
to subdivision 3 or 4, the business entity so served has 30 days from the date of mailing by the
secretary of state in which to answer the complaint.
Subd. 8. Other methods of service.
Nothing in this section limits the right of a person to
serve any process, notice, or demand required or permitted by law to be served upon a business
entity in another manner.
History: 1995 c 128 art 1 s 1; 1997 c 137 s 3; 1999 c 133 s 2-4; 2004 c 199 art 13 s 109;
2007 c 13 art 3 s 1-3