2004 Minnesota Statutes

     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