1997 Minnesota Statutes

     317A.823 Annual corporate registration. 

    Subdivision 1.    Notice from secretary of state; 
 registration required.  (a) Except for corporations to which 
 paragraph (c) applies, before July 1 of each year, the secretary 
 of state shall mail a corporate registration form to each 
 corporation that incorporated or filed a corporate registration 
 during either of the previous two calendar years at its last 
 registered office address listed on the records of the secretary 
 of state.  The form must include the exact legal corporate name 
 and registered office address currently on file with the 
 secretary of state along with the name of the person who 
 performs the functions of the president.  The secretary of state 
 may also give notice of the requirement to file the annual 
 registration by any other means the secretary of state considers 
 appropriate.  

    (b) A corporation shall file a corporate registration with 
 the secretary of state once each calendar year.  If the 
 corporation has changed its registered office address to an 
 address other than that listed on the records of the secretary 
 of state, the corporation shall file the new registered office 
 address on the registration form.  If the registration shows a 
 change of registered office address, the registration must be 
 signed by an authorized person.  A fee of $35 must be paid for 
 filing the registered office address change.  The new address 
 must comply with section 317A.011, subdivision 2, and must have 
 been approved by the board.  

    (c) The timely filing of an annual financial report and 
 audit or an annual financial statement under section 69.051, 
 subdivision 1 or 1a, by a volunteer firefighter relief 
 association, as reflected in the notification by the state 
 auditor under section 69.051, subdivision 1c, constitutes 
 presentation of the corporate registration.  The secretary of 
 state may reject the registration by the volunteer firefighter 
 relief association.  Rejection must occur if the information 
 provided to the state auditor does not match the information in 
 the records of the secretary of state.  The volunteer 
 firefighter relief association may amend the articles of 
 incorporation as provided in sections 317A.131 to 317A.151 so 
 that the information from the state auditor may be accepted for 
 filing.  The timely filing of an annual financial report and 
 audit or an annual financial statement under section 69.051, 
 subdivision 1 or 1a, does not relieve the volunteer firefighter 
 relief association of the requirement to file amendments to the 
 articles of incorporation directly with the secretary of state. 

    Subd. 2.    Loss of good standing.  A corporation that 
 files an initial corporate registration under section 317A.821 
 or that is incorporated on or after January 1, 1990, and that 
 does not file a corporate registration during a calendar year 
 loses its good standing after December 31 of that year.  To 
 regain its good standing, the corporation must file a single 
 annual corporate registration and pay a $25 fee.  

    Subd. 3.    Notice; dissolution.  If a corporation fails 
 to file a report required under this section for three 
 consecutive calendar years, the secretary of state shall give 
 notice to the corporation by first-class mail at its registered 
 office and by any other means of notice that the secretary of 
 state considers appropriate, that it has violated this section 
 and is subject to dissolution under section 317A.827 if the 
 delinquent registration is not filed with a $25 fee within 60 
 days after the mailing of the notice or the date of the 
 alternative notice.  For purposes of this subdivision, 
 "delinquent registration" means a single registration.  A 
 corporation that fails to file the delinquent annual 
 registration within the 60 days is dissolved under section 
 317A.827.  

    HIST: 1989 c 304 s 121; 1989 c 335 art 1 s 206,207; 1990 c 488 
 s 41,42; 1991 c 205 s 15; 1992 c 503 s 16; 1993 c 48 s 4; 1993 c 
 86 s 2; 1995 c 128 art 3 s 5