Bill Text: MN HF1643 | 2011-2012 | 87th Legislature | Engrossed
Bill Title: Certificates issued to business entities simplified, effective date of agent resignations modified, notice provided to organizations revised, alternative names allowed, business entities redefined, certificates to business trusts and municipal power agencies eliminated, and an inadvertent error corrected regarding nonprofit directors' conflicts of interest.
Spectrum: Partisan Bill (Republican 1-0)
Status: (Introduced - Dead) 2011-05-10 - Joint rule 2.03, Deadlines, re-referred to Rules and Legislative Administration [HF1643 Detail]
Download: Minnesota-2011-HF1643-Engrossed.html
1.2relating to the secretary of state; simplifying certain certificates issued to
1.3business entities; modifying effective date of resignations of agents; revising
1.4notice provided to organizations; allowing use of an alternate name; redefining
1.5business entities; eliminating issuance of certificates to business trusts and
1.6municipal power agencies; correcting an inadvertent error regarding nonprofit
1.7directors' conflicts of interest;amending Minnesota Statutes 2010, sections
1.85.001, subdivision 2, by adding a subdivision; 302A.711, subdivision 4;
1.9302A.734, subdivision 2; 302A.751, subdivision 1; 303.08, subdivision 2;
1.10303.17, subdivisions 2, 3, 4; 317A.255, subdivision 1; 317A.711, subdivision
1.114; 317A.733, subdivision 4; 317A.751, subdivision 3; 318.02, subdivisions 1,
1.122; 321.0809; 321.0906; 322B.826, subdivision 2; 322B.935, subdivisions 2, 3;
1.13323A.1102; 453.53, subdivision 2; 453A.03, subdivision 2; proposing coding
1.14for new law in Minnesota Statutes, chapter 323A; repealing Minnesota Statutes
1.152010, sections 302A.801; 302A.805; 308A.151; 317A.022, subdivision 1;
1.16317A.801; 317A.805; 318.02, subdivision 5.
1.17BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
1.18 Section 1. Minnesota Statutes 2010, section 5.001, subdivision 2, is amended to read:
1.19 Subd. 2. Business entity. "Business entity" means an organization that is formed
1.20under chapter 300, 301, 302A, 303, 308, 308A, 308B, 315, 317, 317A,318, 319, 319A,
1.21321, 322A, 322B, 323, or 323A and that has filed documents with the secretary of state.
1.22 Sec. 2. Minnesota Statutes 2010, section 5.001, is amended by adding a subdivision to
1.23read:
1.24 Subd. 5. Attempt to provide notice. "Attempt to provide notice," "attempting to
1.25provide notice," or "attempted to provide notice" as used in sections 303.17, subdivisions
1.262, 3, and 4; 321.0809; 321.0906; 322B.935, subdivision 3; and 323A.1004, means that the
1.27secretary of state has sent notice by mail or transmitted an e-mail to the e-mail address
1.28provided by the business entity.
2.1 Sec. 3. Minnesota Statutes 2010, section 302A.711, subdivision 4, is amended to read:
2.2 Subd. 4. Certificate. The secretary of state shall issue to the dissolved corporation
2.3or its legal representative a certificate of dissolution that contains:
2.4(a) the name of the corporation;
2.5(b) the dateand time the articles of dissolution were filed with the secretary of
2.6state; and
2.7(c) a statement that the corporation is dissolved.
2.8 Sec. 4. Minnesota Statutes 2010, section 302A.734, subdivision 2, is amended to read:
2.9 Subd. 2. Certificate. The secretary of state shall issue to the corporation or its legal
2.10representative a certificate of dissolution that contains:
2.11(1) the name of the corporation;
2.12(2) the dateand time the dissolution is effective was filed with the secretary of
2.13state; and
2.14(3) a statement that the corporation is dissolvedat the effective date and time
2.15of the dissolution.
2.16 Sec. 5. Minnesota Statutes 2010, section 302A.751, subdivision 1, is amended to read:
2.17 Subdivision 1. When permitted. A court may grant any equitable relief it deems
2.18just and reasonable in the circumstances or may dissolve a corporation and liquidate its
2.19assets and business:
2.20(a) In a supervised voluntary dissolution pursuant to section302A.741 ;
2.21(b) In an action by a shareholder when it is established that:
2.22(1) the directors or the persons having the authority otherwise vested in the board are
2.23deadlocked in the management of the corporate affairs and the shareholders are unable to
2.24break the deadlock;
2.25(2) the directors or those in control of the corporation have acted fraudulently or
2.26illegally toward one or more shareholders in their capacities as shareholders or directors,
2.27or as officers or employees of a closely held corporation;
2.28(3) the directors or those in control of the corporation have acted in a manner
2.29unfairly prejudicial toward one or more shareholders in their capacities as shareholders
2.30or directors of a corporation that is not a publicly held corporation, or as officers or
2.31employees of a closely held corporation;
2.32(4) the shareholders of the corporation are so divided in voting power that, for a
2.33period that includes the time when two consecutive regular meetings were held, they have
3.1failed to elect successors to directors whose terms have expired or would have expired
3.2upon the election and qualification of their successors;
3.3(5) the corporate assets are being misapplied or wasted; or
3.4(6) the period of duration as provided in the articles has expiredand has not been
3.5extended as provided in section
302A.801
3.6(c) In an action by a creditor when:
3.7(1) the claim of the creditor has been reduced to judgment and an execution thereon
3.8has been returned unsatisfied; or
3.9(2) the corporation has admitted in writing that the claim of the creditor is due and
3.10owing and it is established that the corporation is unable to pay its debts in the ordinary
3.11course of business; or
3.12(d) In an action by the attorney general to dissolve the corporation in accordance
3.13with section302A.757 when it is established that a decree of dissolution is appropriate.
3.14 Sec. 6. Minnesota Statutes 2010, section 303.08, subdivision 2, is amended to read:
3.15 Subd. 2. Contents. The certificate of authority shall contain the name of the
3.16corporation, the state or country of organization,the address of its registered office in this
3.17state, and a statement that it is authorized to transact business in this state.
3.18 Sec. 7. Minnesota Statutes 2010, section 303.17, subdivision 2, is amended to read:
3.19 Subd. 2. Notice to corporation. On finding that a default has occurred under
3.20subdivision 1, clauses (1) to (3) or (5), the secretary of state shallgive attempt to provide
3.21noticeby mail to the corporation, at its registered office in this state, that the default
3.22exists and that its certificate of authority will be revoked unless the default shall be cured
3.23within 30 days after the mailing of the notice.
3.24 Sec. 8. Minnesota Statutes 2010, section 303.17, subdivision 3, is amended to read:
3.25 Subd. 3. Revocation. (a) The secretary of state shall revoke the certificate of
3.26authority of a corporation that is in default under subdivision 1, clause (4), for failure to
3.27file an annual registration form under section303.14 .
3.28(b) The secretary of state shall revoke the certificate of authority of a corporation that
3.29is in default under subdivision 1, clauses (1) to (3) or (5), if the default is not cured within
3.3030 days aftermailing the attempting to provide notice under subdivision 2; provided that
3.31for good cause shown the secretary of state may extend the 30-day period from time to
3.32time, but in no event may the aggregate of all extensions granted exceed 180 days or the
4.1period of time of any applicable extension granted by the Department of Revenue for
4.2filing the income tax return of the corporation, whichever is greater.
4.3 Sec. 9. Minnesota Statutes 2010, section 303.17, subdivision 4, is amended to read:
4.4 Subd. 4. Certificate of revocation. (a) Upon revoking the certificate of authority
4.5of a corporation because of a default under subdivision 1, clauses (1) to (3) or (5), the
4.6secretary of state shall:
4.7(1) issue a certificate of revocation; and
4.8(2)mail to the corporation, at its registered office in this state, a attempt to provide
4.9notice of the revocation to the corporation.
4.10(b) Upon revoking the certificate of authority of a corporation because of a default
4.11under subdivision 1, clause (4), the secretary of state shall issue a certificate of revocation,
4.12and the certificate must be filed in the Office of the Secretary of State. No further notice to
4.13the corporation is required.
4.14(c) The secretary of state shall also make the names of the revoked corporations
4.15available in an electronic format.
4.16 Sec. 10. Minnesota Statutes 2010, section 317A.255, subdivision 1, is amended to read:
4.17 Subdivision 1. Conflict; procedure when conflict arises. (a) A contract or other
4.18transaction between a corporation and: (1) its director or a member of the family of its
4.19director; (2) a director of a related organization, or a member of the family of a director
4.20of a related organization; or (3) an organization in or of which the corporation's director,
4.21or a member of the family of its director, is a director, officer, or legal representative or
4.22has a material financial interest; is not void or voidable because the director or the other
4.23individual or organization are parties or because the director is present at the meeting of
4.24the members or the board or a committee at which the contract or transaction is authorized,
4.25approved, or ratified, if a requirement of paragraph (b) is satisfied.
4.26(b) A contract or transaction described in paragraph (a) is not void or voidable if:
4.27(1) the contract or transaction was, and the person asserting the validity of the
4.28contract or transaction has the burden of establishing that the contract or transaction was,
4.29fair and reasonable as to the corporation when it was authorized, approved, or ratified;
4.30(2) the material facts as to the contract or transaction and as to the director's interest
4.31are fully disclosed or known to the members and the contract or transaction is approved
4.32in good faith by two-thirds of the members entitled to vote, not counting any vote that
4.33the interested director might otherwise have, or the unanimous affirmative vote of all
4.34members, whether or not entitled to vote;
5.1(3) the material facts as to the contract or transaction and as to the director's interest
5.2are fully disclosed or known to the board or a committee, and the board or committee
5.3authorizes, approves, or ratifies the contract or transaction in good faith by a majority of
5.4the directors or committee members currently holding office, provided that the interested
5.5director or directors may not vote and are not considered present for purposes of a quorum.
5.6If, as a result, the number of remaining directors is not sufficient to reach a quorum,
5.7a quorum for the purpose of considering the contract or transaction is the number of
5.8remaining directors or committee members, not counting any vote that the interested
5.9director might otherwise have, and not counting the director in determining the presence
5.10of a quorum; or
5.11(4) the contract or transaction is a merger or consolidation described in section
5.12317A.601
.
5.13 Sec. 11. Minnesota Statutes 2010, section 317A.711, subdivision 4, is amended to read:
5.14 Subd. 4. Certificate. The secretary of state shall issue to the dissolved corporation
5.15a certificate of dissolution that contains:
5.16(1) the name of the corporation;
5.17(2) the dateand time the articles of dissolution were filed with the secretary of
5.18state; and
5.19(3) a statement that the corporation is dissolved.
5.20 Sec. 12. Minnesota Statutes 2010, section 317A.733, subdivision 4, is amended to read:
5.21 Subd. 4. Certificate. The secretary of state shall issue to the dissolved corporation
5.22a certificate of dissolution that contains:
5.23(1) the name of the corporation;
5.24(2) the dateand time the dissolution is effective was filed with the secretary of
5.25state; and
5.26(3) a statement that the corporation is dissolved at the effective date and time
5.27of the dissolution.
5.28 Sec. 13. Minnesota Statutes 2010, section 317A.751, subdivision 3, is amended to read:
5.29 Subd. 3. Action by director or members with voting rights. A court may grant
5.30equitable relief in an action by a director or at least 50 members with voting rights or ten
5.31percent of the members with voting rights, whichever is less, when it is established that:
5.32(1) the directors or the persons having the authority otherwise vested in the board
5.33are deadlocked in the management of the corporate affairs, the members cannot break
6.1the deadlock, and the corporation or the parties have not provided for a procedure to
6.2resolve the dispute;
6.3(2) the directors or those in control of the corporation have acted fraudulently,
6.4illegally, or in a manner unfairly prejudicial toward one or more members in their
6.5capacities as members, directors, or officers;
6.6(3) the members of the corporation are so divided in voting power that, for a period
6.7that includes the time when two consecutive regular meetings were held, they have failed
6.8to elect successors to directors whose terms have expired or would have expired upon the
6.9election and qualification of their successors;
6.10(4) the corporate assets are being misapplied or wasted; or
6.11(5) the period of duration as provided in the articles has expiredand has not been
6.12extended as provided in section
317A.801
6.13 Sec. 14. Minnesota Statutes 2010, section 318.02, subdivision 1, is amended to read:
6.14 Subdivision 1. Definition. The term "declaration of trust" as used in this section
6.15means the declaration of trust, business trust instrument, trust indenture, contract of
6.16custodianship, or other instrument pursuant to which such association is organized. Every
6.17such association organized after April 20, 1961, for the purpose of transacting business
6.18in this state shall, prior to transacting any business in this state, file in the Office of the
6.19Secretary of State a true and correct copy of the "declaration of trust" under which the
6.20association proposes to conduct its business. The copy shall also contain a statement
6.21that the true and correct copy of the "declaration of trust" is being filed in the Office of
6.22the Secretary of State of the state of Minnesota pursuant to this chapter and shall also
6.23include the full name and street address of an agent of the business trust in this state.
6.24That agent shall be the agent for service of process which shall be made pursuant to the
6.25provisions of section543.08 . The "declaration of trust" may provide that the duration of
6.26such association shall be perpetual. Upon the filing of the copy of the "declaration of
6.27trust," thesecretary of state shall issue to such association, or to the trustees named in the
6.28said "declaration of trust," or to the persons or parties to the "declaration of trust," a
6.29certificate showing that such "declaration of trust" has been duly filed; whereupon, such
6.30associationin its name shall be is authorized to transact business in this state; provided
6.31that all other applicable laws have been complied with. The "declaration of trust" may be
6.32amended as provided in the "declaration of trust" or in any amendments thereto but a true
6.33and correct copy of all amendments to the "declaration of trust," shall be filed in the Office
6.34of the Secretary of State and all amendments shall become effective at the time of said
6.35filing. When such copy of the "declaration of trust" and any amendments thereto shall
7.1have been filed in the Office of the Secretary of State it shall constitute public notice as to
7.2the purposes and manner of the business to be engaged in by such association.
7.3 Sec. 15. Minnesota Statutes 2010, section 318.02, subdivision 2, is amended to read:
7.4 Subd. 2. Type oflegal entity association. Any such association heretofore or
7.5hereafter organized shall be a business trust and a separate unincorporatedlegal entity
7.6association, not a partnership, joint-stock association, agency, or any other relation except
7.7a business trust. A business trust is also known as a common law trust and Massachusetts
7.8trust for doing business.
7.9 Sec. 16. Minnesota Statutes 2010, section 321.0809, is amended to read:
7.10321.0809 ADMINISTRATIVE DISSOLUTION.
7.11(a) A limited partnership that has failed to deliver for filing a registration pursuant
7.12to the requirements of section321.0210 , or whose agent resigned pursuant to section
7.13321.0116, subdivision 1
, and the resignation has been effective for 60 30 days without a
7.14new agent being appointed by the limited partnership, must be dissolved by the secretary
7.15of state as described in this section.
7.16(b) The secretary of state must attempt to provide notice of dissolution to the limited
7.17partnership. If the limited partnership has not filed the delinquent registration or appointed
7.18a new agent within 30 days after the secretary of state attempted to provide notice to
7.19the limited partnership, the secretary of state must issue a certificate of administrative
7.20dissolution and the certificate must be filed in the Office of the Secretary of State. The
7.21secretary of state must also make available in an electronic format the names of the
7.22administratively dissolved limited partnerships.
7.23(c) A limited partnership administratively dissolved continues its existence but
7.24may carry on only activities necessary to wind up its activities and liquidate its assets
7.25under sections321.0803 and
321.0812 and to notify claimants under sections
321.0806
7.26and
321.0807 .
7.27(d) The administrative dissolution of a limited partnership does not terminate the
7.28authority of its agent for service of process, if any.
7.29 Sec. 17. Minnesota Statutes 2010, section 321.0906, is amended to read:
7.30321.0906 REVOCATION OF CERTIFICATE OF AUTHORITY.
7.31(a) A foreign limited partnership that has failed to deliver for filing a renewal
7.32pursuant to the requirements of section321.0210 , or whose agent resigned pursuant to
7.33section321.0116, subdivision 1 , and the resignation has been effective for 60 30 days
8.1without a new agent being appointed by the limited partnership, must have its certificate
8.2of authority to transact business in Minnesota revoked as described in this section.
8.3(b) The secretary of state must attempt to provide notice of revocation to the
8.4foreign limited partnership. If the foreign limited partnership has not filed the delinquent
8.5registration within 30 days after the secretary of state attempted to provide notice to the
8.6foreign limited partnership, the secretary of state must issue a certificate of revocation
8.7and the certificate must be filed in the Office of the Secretary of State. The secretary of
8.8state must also make available in an electronic format the names of the foreign limited
8.9partnerships whose certificates have been revoked.
8.10 Sec. 18. Minnesota Statutes 2010, section 322B.826, subdivision 2, is amended to read:
8.11 Subd. 2. Certificate. The secretary of state shall issue to the limited liability
8.12company or its legal representative a certificate of termination that contains:
8.13(1) the name of the limited liability company;
8.14(2) the dateand time the termination is effective was filed with the secretary of
8.15state; and
8.16(3) a statement that the limited liability company is terminated at the effective date
8.17and time of the termination.
8.18 Sec. 19. Minnesota Statutes 2010, section 322B.935, subdivision 2, is amended to read:
8.19 Subd. 2. Revocation notice. No certificate of authority of a foreign limited liability
8.20company shall be revoked by the secretary of state unless:
8.21(1) the secretary hasgiven attempted to provide the foreign limited liability company
8.22not less than 30 days' noticeby mail addressed to its registered office in this state or, if the
8.23foreign limited liability company fails to appoint and maintain a registered agent in this
8.24state, addressed to the office address in the jurisdiction of organization; and
8.25(2) during the 30-day period, the foreign limited liability company has failed to file
8.26the report of change regarding the registered agent, to file any amendment, or to correct
8.27the misrepresentation.
8.28 Sec. 20. Minnesota Statutes 2010, section 322B.935, subdivision 3, is amended to read:
8.29 Subd. 3. Effective date. Upon the expiration of 30 days after themailing of the
8.30secretary of state attempts to provide notice, the authority of the foreign limited liability
8.31company to transact business in this state ceases. The secretary of state shall issue and
8.32file a certificate of revocation and shall mail the certificate to the address of the principal
9.1place of business or the office required to be maintained in the jurisdiction of organization
9.2of the foreign limited liability company.
9.3 Sec. 21. [323A.1004] REVOCATION FOR FAILURE TO REPLACE A
9.4REQUIRED REGISTERED AGENT.
9.5If a limited liability partnership is required to list an agent for service of process in
9.6its statement of qualification pursuant to section 323A.1001, paragraph (c), clause (3),
9.7or 323A.1102, paragraph (a), clause (3), and that agent resigns pursuant to section 5.36,
9.8subdivision 4, and the limited liability partnership or foreign limited liability partnership
9.9fails to amend the statement of qualification or statement of foreign qualification to
9.10name a new agent for service of process by the time the resignation becomes effective,
9.11the secretary of state must attempt to provide notice to the limited liability partnership
9.12or foreign limited liability partnership that the statement of qualification or statement of
9.13foreign qualification will be revoked if it is not amended to name a new agent for service
9.14of process within 30 days after the attempts to provide the notice. If the statement of
9.15qualification or statement of foreign qualification is not amended to name a new agent for
9.16service of process within that time, the secretary of state must revoke the statement of
9.17qualification or statement of foreign qualification.
9.18 Sec. 22. Minnesota Statutes 2010, section 323A.1102, is amended to read:
9.19323A.1102 STATEMENT OF FOREIGN QUALIFICATION.
9.20(a) Before transacting business in this state, a foreign limited liability partnership
9.21must file a statement of foreign qualification. The statement must contain:
9.22(1) the name of the foreign limited liability partnership which satisfies the
9.23requirements of the state or other jurisdiction under whose law it is formed and ends with
9.24"Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.,"
9.25"L.L.P.," "RLLP," or "LLP."If this name is unavailable, the A foreign limited liability
9.26partnership may use an alternate name to transact business in the state if it delivers to the
9.27secretary of state a certified copy of the resolution of the partners adopting the alternate
9.28name;
9.29(2) the street address, including the zip code, of the partnership's chief executive
9.30office and, if different, the street address, including the zip code, of an office of the
9.31partnership in this state, if any;
9.32(3) if there is no office of the partnership in this state, the name and street address,
9.33including the zip code, of the partnership's agent for service of process. If an agent for
9.34service of process is listed, the limited liability partnership shall comply with section5.36 ;
10.1(4) a deferred effective date, if any; and
10.2(5) the name of the jurisdiction under whose law the foreign limited liability
10.3partnership was originally registered.
10.4(b) The agent of a foreign limited liability company for service of process must be
10.5an individual who is a resident of this state or other person authorized to do business in
10.6this state.
10.7(c) The status of a partnership as a foreign limited liability partnership is effective on
10.8the later of the filing of the statement of foreign qualification or a date specified in the
10.9statement. The status remains effective, regardless of changes in the partnership, until it is
10.10canceled pursuant to section 323A.0105(d) or revoked pursuant to section323A.1003 .
10.11(d) An amendment or cancellation of a statement of foreign qualification is effective
10.12when it is filed or on a deferred effective date specified in the amendment or cancellation.
10.13(e) A statement of foreign qualification may include the information necessary to
10.14make an election under section319B.04, subdivision 2 , and to update that information as
10.15provided in section319B.04, subdivision 3 .
10.16 Sec. 23. Minnesota Statutes 2010, section 453.53, subdivision 2, is amended to read:
10.17 Subd. 2. Filing agreement, resolution; incorporation certificate. The agency
10.18agreement and a certified copy of the resolution of the governing body of each member
10.19shall be filed for record with the secretary of state.If the agency agreement conforms to
10.20the requirements of this section, the secretary of state shall record it and issue and record a
10.21certificate of incorporation. The certificate shall state the name of the municipal power
10.22agency and the fact and date of incorporation. Upon the issuance of the certificate of
10.23incorporation filing of the agency agreement and a certified copy of the resolution of
10.24the governing body of each member, the existence of the municipal power agency as a
10.25political subdivision of the state and a municipal corporation shall begin.The certificate of
10.26incorporation shall be conclusive evidence of the fact of incorporation.
10.27 Sec. 24. Minnesota Statutes 2010, section 453A.03, subdivision 2, is amended to read:
10.28 Subd. 2. Filing agreement, resolution; certificate; incorporation. The agency
10.29agreement and a certified copy of the resolution of the governing body of each city shall
10.30be filed for record with the secretary of state.If the agency agreement conforms to the
10.31requirements of this section, the secretary of state shall record it and issue and record a
10.32certificate of incorporation. The certificate shall state the name of the municipal gas
10.33agency and the fact and date of incorporation. Upon the issuance of the certificate of
10.34incorporation filing of the agency agreement and a certified copy of the resolution of
11.1the governing body of each member, the existence of the municipal gas agency as a
11.2political subdivision of the state and a municipal corporation shall begin.The certificate of
11.3incorporation shall be conclusive evidence of the fact of incorporation.
11.4 Sec. 25. REPEALER.
11.5Minnesota Statutes 2010, sections 302A.801; 302A.805; 308A.151; 317A.022,
11.6subdivision 1; 317A.801; 317A.805; and 318.02, subdivision 5, are repealed.
1.3business entities; modifying effective date of resignations of agents; revising
1.4notice provided to organizations; allowing use of an alternate name; redefining
1.5business entities; eliminating issuance of certificates to business trusts and
1.6municipal power agencies; correcting an inadvertent error regarding nonprofit
1.7directors' conflicts of interest;amending Minnesota Statutes 2010, sections
1.85.001, subdivision 2, by adding a subdivision; 302A.711, subdivision 4;
1.9302A.734, subdivision 2; 302A.751, subdivision 1; 303.08, subdivision 2;
1.10303.17, subdivisions 2, 3, 4; 317A.255, subdivision 1; 317A.711, subdivision
1.114; 317A.733, subdivision 4; 317A.751, subdivision 3; 318.02, subdivisions 1,
1.122; 321.0809; 321.0906; 322B.826, subdivision 2; 322B.935, subdivisions 2, 3;
1.13323A.1102; 453.53, subdivision 2; 453A.03, subdivision 2; proposing coding
1.14for new law in Minnesota Statutes, chapter 323A; repealing Minnesota Statutes
1.152010, sections 302A.801; 302A.805; 308A.151; 317A.022, subdivision 1;
1.16317A.801; 317A.805; 318.02, subdivision 5.
1.17BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
1.18 Section 1. Minnesota Statutes 2010, section 5.001, subdivision 2, is amended to read:
1.19 Subd. 2. Business entity. "Business entity" means an organization that is formed
1.20under chapter 300, 301, 302A, 303, 308, 308A, 308B, 315, 317, 317A,
1.21321, 322A, 322B, 323, or 323A and that has filed documents with the secretary of state.
1.22 Sec. 2. Minnesota Statutes 2010, section 5.001, is amended by adding a subdivision to
1.23read:
1.24 Subd. 5. Attempt to provide notice. "Attempt to provide notice," "attempting to
1.25provide notice," or "attempted to provide notice" as used in sections 303.17, subdivisions
1.262, 3, and 4; 321.0809; 321.0906; 322B.935, subdivision 3; and 323A.1004, means that the
1.27secretary of state has sent notice by mail or transmitted an e-mail to the e-mail address
1.28provided by the business entity.
2.1 Sec. 3. Minnesota Statutes 2010, section 302A.711, subdivision 4, is amended to read:
2.2 Subd. 4. Certificate. The secretary of state shall issue to the dissolved corporation
2.3or its legal representative a certificate of dissolution that contains:
2.4(a) the name of the corporation;
2.5(b) the date
2.6state; and
2.7(c) a statement that the corporation is dissolved.
2.8 Sec. 4. Minnesota Statutes 2010, section 302A.734, subdivision 2, is amended to read:
2.9 Subd. 2. Certificate. The secretary of state shall issue to the corporation or its legal
2.10representative a certificate of dissolution that contains:
2.11(1) the name of the corporation;
2.12(2) the date
2.13state; and
2.14(3) a statement that the corporation is dissolved
2.15
2.16 Sec. 5. Minnesota Statutes 2010, section 302A.751, subdivision 1, is amended to read:
2.17 Subdivision 1. When permitted. A court may grant any equitable relief it deems
2.18just and reasonable in the circumstances or may dissolve a corporation and liquidate its
2.19assets and business:
2.20(a) In a supervised voluntary dissolution pursuant to section
2.21(b) In an action by a shareholder when it is established that:
2.22(1) the directors or the persons having the authority otherwise vested in the board are
2.23deadlocked in the management of the corporate affairs and the shareholders are unable to
2.24break the deadlock;
2.25(2) the directors or those in control of the corporation have acted fraudulently or
2.26illegally toward one or more shareholders in their capacities as shareholders or directors,
2.27or as officers or employees of a closely held corporation;
2.28(3) the directors or those in control of the corporation have acted in a manner
2.29unfairly prejudicial toward one or more shareholders in their capacities as shareholders
2.30or directors of a corporation that is not a publicly held corporation, or as officers or
2.31employees of a closely held corporation;
2.32(4) the shareholders of the corporation are so divided in voting power that, for a
2.33period that includes the time when two consecutive regular meetings were held, they have
3.1failed to elect successors to directors whose terms have expired or would have expired
3.2upon the election and qualification of their successors;
3.3(5) the corporate assets are being misapplied or wasted; or
3.4(6) the period of duration as provided in the articles has expired
3.5
3.6(c) In an action by a creditor when:
3.7(1) the claim of the creditor has been reduced to judgment and an execution thereon
3.8has been returned unsatisfied; or
3.9(2) the corporation has admitted in writing that the claim of the creditor is due and
3.10owing and it is established that the corporation is unable to pay its debts in the ordinary
3.11course of business; or
3.12(d) In an action by the attorney general to dissolve the corporation in accordance
3.13with section
3.14 Sec. 6. Minnesota Statutes 2010, section 303.08, subdivision 2, is amended to read:
3.15 Subd. 2. Contents. The certificate of authority shall contain the name of the
3.16corporation, the state or country of organization,
3.17
3.18 Sec. 7. Minnesota Statutes 2010, section 303.17, subdivision 2, is amended to read:
3.19 Subd. 2. Notice to corporation. On finding that a default has occurred under
3.20subdivision 1, clauses (1) to (3) or (5), the secretary of state shall
3.21notice
3.22exists and that its certificate of authority will be revoked unless the default shall be cured
3.23within 30 days after the mailing of the notice.
3.24 Sec. 8. Minnesota Statutes 2010, section 303.17, subdivision 3, is amended to read:
3.25 Subd. 3. Revocation. (a) The secretary of state shall revoke the certificate of
3.26authority of a corporation that is in default under subdivision 1, clause (4), for failure to
3.27file an annual registration form under section
3.28(b) The secretary of state shall revoke the certificate of authority of a corporation that
3.29is in default under subdivision 1, clauses (1) to (3) or (5), if the default is not cured within
3.3030 days after
3.31for good cause shown the secretary of state may extend the 30-day period from time to
3.32time, but in no event may the aggregate of all extensions granted exceed 180 days or the
4.1period of time of any applicable extension granted by the Department of Revenue for
4.2filing the income tax return of the corporation, whichever is greater.
4.3 Sec. 9. Minnesota Statutes 2010, section 303.17, subdivision 4, is amended to read:
4.4 Subd. 4. Certificate of revocation. (a) Upon revoking the certificate of authority
4.5of a corporation because of a default under subdivision 1, clauses (1) to (3) or (5), the
4.6secretary of state shall:
4.7(1) issue a certificate of revocation; and
4.8(2)
4.9notice of the revocation to the corporation.
4.10(b) Upon revoking the certificate of authority of a corporation because of a default
4.11under subdivision 1, clause (4), the secretary of state shall issue a certificate of revocation,
4.12and the certificate must be filed in the Office of the Secretary of State. No further notice to
4.13the corporation is required.
4.14(c) The secretary of state shall also make the names of the revoked corporations
4.15available in an electronic format.
4.16 Sec. 10. Minnesota Statutes 2010, section 317A.255, subdivision 1, is amended to read:
4.17 Subdivision 1. Conflict; procedure when conflict arises. (a) A contract or other
4.18transaction between a corporation and: (1) its director or a member of the family of its
4.19director; (2) a director of a related organization, or a member of the family of a director
4.20of a related organization; or (3) an organization in or of which the corporation's director,
4.21or a member of the family of its director, is a director, officer, or legal representative or
4.22has a material financial interest; is not void or voidable because the director or the other
4.23individual or organization are parties or because the director is present at the meeting of
4.24the members or the board or a committee at which the contract or transaction is authorized,
4.25approved, or ratified, if a requirement of paragraph (b) is satisfied.
4.26(b) A contract or transaction described in paragraph (a) is not void or voidable if:
4.27(1) the contract or transaction was, and the person asserting the validity of the
4.28contract or transaction has the burden of establishing that the contract or transaction was,
4.29fair and reasonable as to the corporation when it was authorized, approved, or ratified;
4.30(2) the material facts as to the contract or transaction and as to the director's interest
4.31are fully disclosed or known to the members and the contract or transaction is approved
4.32in good faith by two-thirds of the members entitled to vote, not counting any vote that
4.33the interested director might otherwise have, or the unanimous affirmative vote of all
4.34members, whether or not entitled to vote;
5.1(3) the material facts as to the contract or transaction and as to the director's interest
5.2are fully disclosed or known to the board or a committee, and the board or committee
5.3authorizes, approves, or ratifies the contract or transaction in good faith by a majority of
5.4the directors or committee members currently holding office, provided that the interested
5.5director or directors may not vote and are not considered present for purposes of a quorum.
5.6If, as a result, the number of remaining directors is not sufficient to reach a quorum,
5.7a quorum for the purpose of considering the contract or transaction is the number of
5.8remaining directors or committee members
5.9
5.10
5.11(4) the contract or transaction is a merger or consolidation described in section
5.13 Sec. 11. Minnesota Statutes 2010, section 317A.711, subdivision 4, is amended to read:
5.14 Subd. 4. Certificate. The secretary of state shall issue to the dissolved corporation
5.15a certificate of dissolution that contains:
5.16(1) the name of the corporation;
5.17(2) the date
5.18state; and
5.19(3) a statement that the corporation is dissolved.
5.20 Sec. 12. Minnesota Statutes 2010, section 317A.733, subdivision 4, is amended to read:
5.21 Subd. 4. Certificate. The secretary of state shall issue to the dissolved corporation
5.22a certificate of dissolution that contains:
5.23(1) the name of the corporation;
5.24(2) the date
5.25state; and
5.26(3) a statement that the corporation is dissolved at the effective date and time
5.27of the dissolution.
5.28 Sec. 13. Minnesota Statutes 2010, section 317A.751, subdivision 3, is amended to read:
5.29 Subd. 3. Action by director or members with voting rights. A court may grant
5.30equitable relief in an action by a director or at least 50 members with voting rights or ten
5.31percent of the members with voting rights, whichever is less, when it is established that:
5.32(1) the directors or the persons having the authority otherwise vested in the board
5.33are deadlocked in the management of the corporate affairs, the members cannot break
6.1the deadlock, and the corporation or the parties have not provided for a procedure to
6.2resolve the dispute;
6.3(2) the directors or those in control of the corporation have acted fraudulently,
6.4illegally, or in a manner unfairly prejudicial toward one or more members in their
6.5capacities as members, directors, or officers;
6.6(3) the members of the corporation are so divided in voting power that, for a period
6.7that includes the time when two consecutive regular meetings were held, they have failed
6.8to elect successors to directors whose terms have expired or would have expired upon the
6.9election and qualification of their successors;
6.10(4) the corporate assets are being misapplied or wasted; or
6.11(5) the period of duration as provided in the articles has expired
6.12
6.13 Sec. 14. Minnesota Statutes 2010, section 318.02, subdivision 1, is amended to read:
6.14 Subdivision 1. Definition. The term "declaration of trust" as used in this section
6.15means the declaration of trust, business trust instrument, trust indenture, contract of
6.16custodianship, or other instrument pursuant to which such association is organized. Every
6.17such association organized after April 20, 1961, for the purpose of transacting business
6.18in this state shall, prior to transacting any business in this state, file in the Office of the
6.19Secretary of State a true and correct copy of the "declaration of trust" under which the
6.20association proposes to conduct its business. The copy shall also contain a statement
6.21that the true and correct copy of the "declaration of trust" is being filed in the Office of
6.22the Secretary of State of the state of Minnesota pursuant to this chapter and shall also
6.23include the full name and street address of an agent of the business trust in this state.
6.24That agent shall be the agent for service of process which shall be made pursuant to the
6.25provisions of section
6.26such association shall be perpetual. Upon the filing of the copy of the "declaration of
6.27trust," the
6.28
6.29
6.30association
6.31that all other applicable laws have been complied with. The "declaration of trust" may be
6.32amended as provided in the "declaration of trust" or in any amendments thereto but a true
6.33and correct copy of all amendments to the "declaration of trust," shall be filed in the Office
6.34of the Secretary of State and all amendments shall become effective at the time of said
6.35filing. When such copy of the "declaration of trust" and any amendments thereto shall
7.1have been filed in the Office of the Secretary of State it shall constitute public notice as to
7.2the purposes and manner of the business to be engaged in by such association.
7.3 Sec. 15. Minnesota Statutes 2010, section 318.02, subdivision 2, is amended to read:
7.4 Subd. 2. Type of
7.5hereafter organized shall be a business trust and a separate unincorporated
7.6association, not a partnership, joint-stock association, agency, or any other relation except
7.7a business trust. A business trust is also known as a common law trust and Massachusetts
7.8trust for doing business.
7.9 Sec. 16. Minnesota Statutes 2010, section 321.0809, is amended to read:
7.10321.0809 ADMINISTRATIVE DISSOLUTION.
7.11(a) A limited partnership that has failed to deliver for filing a registration pursuant
7.12to the requirements of section
7.14new agent being appointed by the limited partnership, must be dissolved by the secretary
7.15of state as described in this section.
7.16(b) The secretary of state must attempt to provide notice of dissolution to the limited
7.17partnership. If the limited partnership has not filed the delinquent registration or appointed
7.18a new agent within 30 days after the secretary of state attempted to provide notice to
7.19the limited partnership, the secretary of state must issue a certificate of administrative
7.20dissolution and the certificate must be filed in the Office of the Secretary of State. The
7.21secretary of state must also make available in an electronic format the names of the
7.22administratively dissolved limited partnerships.
7.23(c) A limited partnership administratively dissolved continues its existence but
7.24may carry on only activities necessary to wind up its activities and liquidate its assets
7.25under sections
7.27(d) The administrative dissolution of a limited partnership does not terminate the
7.28authority of its agent for service of process, if any.
7.29 Sec. 17. Minnesota Statutes 2010, section 321.0906, is amended to read:
7.30321.0906 REVOCATION OF CERTIFICATE OF AUTHORITY.
7.31(a) A foreign limited partnership that has failed to deliver for filing a renewal
7.32pursuant to the requirements of section
7.33section
8.1without a new agent being appointed by the limited partnership, must have its certificate
8.2of authority to transact business in Minnesota revoked as described in this section.
8.3(b) The secretary of state must attempt to provide notice of revocation to the
8.4foreign limited partnership. If the foreign limited partnership has not filed the delinquent
8.5registration within 30 days after the secretary of state attempted to provide notice to the
8.6foreign limited partnership, the secretary of state must issue a certificate of revocation
8.7and the certificate must be filed in the Office of the Secretary of State. The secretary of
8.8state must also make available in an electronic format the names of the foreign limited
8.9partnerships whose certificates have been revoked.
8.10 Sec. 18. Minnesota Statutes 2010, section 322B.826, subdivision 2, is amended to read:
8.11 Subd. 2. Certificate. The secretary of state shall issue to the limited liability
8.12company or its legal representative a certificate of termination that contains:
8.13(1) the name of the limited liability company;
8.14(2) the date
8.15state; and
8.16(3) a statement that the limited liability company is terminated at the effective date
8.17
8.18 Sec. 19. Minnesota Statutes 2010, section 322B.935, subdivision 2, is amended to read:
8.19 Subd. 2. Revocation notice. No certificate of authority of a foreign limited liability
8.20company shall be revoked by the secretary of state unless:
8.21(1) the secretary has
8.22not less than 30 days' notice
8.23
8.24
8.25(2) during the 30-day period, the foreign limited liability company has failed to file
8.26the report of change regarding the registered agent, to file any amendment, or to correct
8.27the misrepresentation.
8.28 Sec. 20. Minnesota Statutes 2010, section 322B.935, subdivision 3, is amended to read:
8.29 Subd. 3. Effective date. Upon the expiration of 30 days after the
8.30secretary of state attempts to provide notice, the authority of the foreign limited liability
8.31company to transact business in this state ceases. The secretary of state shall issue and
8.32file a certificate of revocation and shall mail the certificate to the address of the principal
9.1place of business or the office required to be maintained in the jurisdiction of organization
9.2of the foreign limited liability company.
9.3 Sec. 21. [323A.1004] REVOCATION FOR FAILURE TO REPLACE A
9.4REQUIRED REGISTERED AGENT.
9.5If a limited liability partnership is required to list an agent for service of process in
9.6its statement of qualification pursuant to section 323A.1001, paragraph (c), clause (3),
9.7or 323A.1102, paragraph (a), clause (3), and that agent resigns pursuant to section 5.36,
9.8subdivision 4, and the limited liability partnership or foreign limited liability partnership
9.9fails to amend the statement of qualification or statement of foreign qualification to
9.10name a new agent for service of process by the time the resignation becomes effective,
9.11the secretary of state must attempt to provide notice to the limited liability partnership
9.12or foreign limited liability partnership that the statement of qualification or statement of
9.13foreign qualification will be revoked if it is not amended to name a new agent for service
9.14of process within 30 days after the attempts to provide the notice. If the statement of
9.15qualification or statement of foreign qualification is not amended to name a new agent for
9.16service of process within that time, the secretary of state must revoke the statement of
9.17qualification or statement of foreign qualification.
9.18 Sec. 22. Minnesota Statutes 2010, section 323A.1102, is amended to read:
9.19323A.1102 STATEMENT OF FOREIGN QUALIFICATION.
9.20(a) Before transacting business in this state, a foreign limited liability partnership
9.21must file a statement of foreign qualification. The statement must contain:
9.22(1) the name of the foreign limited liability partnership which satisfies the
9.23requirements of the state or other jurisdiction under whose law it is formed and ends with
9.24"Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.,"
9.25"L.L.P.," "RLLP," or "LLP."
9.26partnership may use an alternate name to transact business in the state if it delivers to the
9.27secretary of state a certified copy of the resolution of the partners adopting the alternate
9.28name;
9.29(2) the street address, including the zip code, of the partnership's chief executive
9.30office and, if different, the street address, including the zip code, of an office of the
9.31partnership in this state, if any;
9.32(3) if there is no office of the partnership in this state, the name and street address,
9.33including the zip code, of the partnership's agent for service of process. If an agent for
9.34service of process is listed, the limited liability partnership shall comply with section
10.1(4) a deferred effective date, if any; and
10.2(5) the name of the jurisdiction under whose law the foreign limited liability
10.3partnership was originally registered.
10.4(b) The agent of a foreign limited liability company for service of process must be
10.5an individual who is a resident of this state or other person authorized to do business in
10.6this state.
10.7(c) The status of a partnership as a foreign limited liability partnership is effective on
10.8the later of the filing of the statement of foreign qualification or a date specified in the
10.9statement. The status remains effective, regardless of changes in the partnership, until it is
10.10canceled pursuant to section 323A.0105(d) or revoked pursuant to section
10.11(d) An amendment or cancellation of a statement of foreign qualification is effective
10.12when it is filed or on a deferred effective date specified in the amendment or cancellation.
10.13(e) A statement of foreign qualification may include the information necessary to
10.14make an election under section
10.15provided in section
10.16 Sec. 23. Minnesota Statutes 2010, section 453.53, subdivision 2, is amended to read:
10.17 Subd. 2. Filing agreement, resolution; incorporation certificate. The agency
10.18agreement and a certified copy of the resolution of the governing body of each member
10.19shall be filed for record with the secretary of state.
10.20
10.21
10.22
10.23
10.24the governing body of each member, the existence of the municipal power agency as a
10.25political subdivision of the state and a municipal corporation shall begin.
10.26
10.27 Sec. 24. Minnesota Statutes 2010, section 453A.03, subdivision 2, is amended to read:
10.28 Subd. 2. Filing agreement, resolution; certificate; incorporation. The agency
10.29agreement and a certified copy of the resolution of the governing body of each city shall
10.30be filed for record with the secretary of state.
10.31
10.32
10.33
10.34
11.1the governing body of each member, the existence of the municipal gas agency as a
11.2political subdivision of the state and a municipal corporation shall begin.
11.3
11.4 Sec. 25. REPEALER.
11.5Minnesota Statutes 2010, sections 302A.801; 302A.805; 308A.151; 317A.022,
11.6subdivision 1; 317A.801; 317A.805; and 318.02, subdivision 5, are repealed.
