2003 Minnesota Statutes

     322B.960 Annual registration. 

    Subdivision 1.    Annual registration form.  Each 
 calendar year beginning in the calendar year following the 
 calendar year in which a limited liability company files 
 articles of organization, the secretary of state must mail by 
 first class mail an annual registration form to the registered 
 office of each limited liability company 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 termination or revocation of this 
 limited liability company without further notice from the 
 secretary of state, pursuant to Minnesota Statutes, section 
 322B.960." 

    Subd. 2.    Information required.  A domestic or foreign 
 limited liability company must file with the secretary of state 
 a registration by December 31 each calendar year beginning in 
 the calendar year following the calendar year in which the 
 limited liability company formed containing: 

    (1) the name of the limited liability company or the name 
 under which a foreign limited liability company has registered 
 in this state; 

    (2) the address of its principal executive office, if 
 different from the registered address; 

    (3) the address of its registered office; 

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

    (5) the state or jurisdiction of organization; and 

    (6) the name and business address of the manager or other 
 person exercising the principal functions of the chief manager 
 of the limited liability company. 

    Subd. 3. Repealed, 2000 c 395 s 23 

    Subd. 4.  MS 1998 Repealed by amendment, 2000 c 395 s 13 

    Subd. 4.    Penalty.  (a) A domestic limited liability 
 company that has not filed a registration pursuant to the 
 requirements of subdivision 2, is administratively terminated. 
 The secretary of state shall issue a certificate of 
 administrative termination which must be filed in the office of 
 the secretary of state.  The secretary of state must also make 
 available in an electronic format the names of the terminated 
 limited liability companies. 

    (b) A non-Minnesota limited liability company that has not 
 filed a registration pursuant to the requirements of subdivision 
 2, shall have its authority to do business in Minnesota 
 revoked.  The secretary of state must issue a certificate of 
 revocation which must be filed in the Office of the Secretary of 
 State.  The secretary of state must also make available in an 
 electronic format the names of the revoked non-Minnesota limited 
 liability companies. 

    Subd. 5.  MS 1998 Renumbered subd 4 

    Subd. 5.    Reinstatement.  If a limited liability 
 company is administratively terminated or has its authority to 
 do business in Minnesota revoked, it may retroactively reinstate 
 its existence or authority to do business by filing a single 
 annual registration and paying a $25 fee but only within one 
 year of the date of the termination or revocation. 

    (a) For a domestic limited liability company, filing the 
 annual registration with the secretary of state: 

    (1) returns the limited liability company to active status 
 as of the date of the administrative termination; 

    (2) validates contracts or other acts within the authority 
 of the articles, and the limited liability company is liable for 
 those contracts or acts; and 

    (3) restores to the limited liability company all assets 
 and rights of the limited liability company and its members to 
 the extent they were held by the limited liability company and 
 its members before the administrative termination occurred, 
 except to the extent that assets or rights were affected by acts 
 occurring after the termination, sold, or otherwise distributed 
 after that time. 

    (b) For a non-Minnesota limited liability company, filing 
 the annual registration restores the limited liability company's 
 ability to do business in Minnesota and the rights and 
 privileges which accompany that authority. 

    Subd. 6. Renumbered subd 5 

    HIST: 1993 c 131 s 1; 1995 c 128 art 3 s 9,10; 2000 c 395 s 
 13; 2001 c 7 s 64; 2003 c 2 art 1 s 37 

*   NOTE:  Subdivision 3 was also amended by Laws 2000, chapter 
*395, section 13, to read as follows: 

*   "Subd. 3.    Amendments on registration form.  A 
*domestic limited liability company which needs to amend its 
*name, registered office address, or registered agent may make 
*these amendments on the annual registration form.  If an 
*amendment is made on the annual registration form, it must be 
*signed by an authorized person.  The fee listed in section 
*322B.175 applies to these amendments."