Bill Text: MN SF2729 | 2013-2014 | 88th Legislature | Introduced
NOTE: There are more recent revisions of this legislation. Read Latest Draft
Bill Title: Business organizations secretary of state filings, recordings and registrations provisions modifications
Spectrum: Partisan Bill (Democrat 2-0)
Status: (Introduced - Dead) 2014-05-14 - HF substituted on General Orders HF2989 [SF2729 Detail]
Download: Minnesota-2013-SF2729-Introduced.html
Bill Title: Business organizations secretary of state filings, recordings and registrations provisions modifications
Spectrum: Partisan Bill (Democrat 2-0)
Status: (Introduced - Dead) 2014-05-14 - HF substituted on General Orders HF2989 [SF2729 Detail]
Download: Minnesota-2013-SF2729-Introduced.html
1.2relating to business organizations; regulating certain filings, recordings, and
1.3registrations with the secretary of state;amending Minnesota Statutes 2012,
1.4sections 49.215, subdivision 3; 270C.63, subdivision 6; 321.0810; 323A.0903;
1.5336A.01, subdivision 16; 336A.08, subdivision 4; 336A.11; repealing Minnesota
1.6Statutes 2012, sections 336A.031; 336A.08, subdivision 3.
1.7BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
1.8 Section 1. Minnesota Statutes 2012, section 49.215, subdivision 3, is amended to read:
1.9 Subd. 3. Certificate of liquidation. Upon compliance with the foregoing and
1.10upon filing with the commissioner an affidavit of the president and cashier or vice
1.11president conducting the duties of cashier of said financial institution that the provisions
1.12of subdivision 4 have been complied with and that all depositors and other creditors
1.13have been paid in full, or, if any dividends or any moneys set apart for the payment of
1.14claims remain unpaid and the places of residence of the depositors or other creditors
1.15are unknown to the persons making the affidavit, that sufficient funds have been turned
1.16over to the commissioner for payment into the state treasury to pay said depositors and
1.17other creditors, in the manner provided by subdivision 5, the commissioner shall issue a
1.18certificate of liquidation, and, upon the filing for record of said certificate of liquidation in
1.19the Office of the Secretary of State and the recording in the office of the county recorder of
1.20the county of the principal place of business of such financial institution immediately prior
1.21to its voluntary liquidation, the liquidation of said financial institution shall be complete,
1.22and its corporate existence shall thereupon terminate.
1.23 Sec. 2. Minnesota Statutes 2012, section 270C.63, subdivision 6, is amended to read:
2.1 Subd. 6. Payment of recording fees. Notwithstanding any other law to the
2.2contrary, the department is exempt from payment of fees when a lien, lien renewal, or
2.3lien transcription is offered for recording. The recording fees must be paid along with the
2.4release fee at the end of the month in which the release of lien is recorded, after receipt of
2.5a monthly statement from a county recorder or the secretary of state. The department shall
2.6add the recording fees to the delinquent tax liability of the taxpayer. Notwithstanding any
2.7other law to the contrary, the fee for filing or recording a notice of lien, or lien release,
2.8transcription, or renewal is $15, but for filings with the secretary of state there shall be no
2.9fee for renewals or transcriptions.
2.10EFFECTIVE DATE.This section is effective upon certification by the secretary
2.11of state that the United States Department of Agriculture, Grain Inspectors, Packers
2.12& Stockyards Administration has approved the Minnesota central notification system
2.132014 proposal. The secretary of state shall notify the revisor of statutes when federal
2.14certification is obtained.
2.15 Sec. 3. Minnesota Statutes 2012, section 321.0810, is amended to read:
2.16321.0810 REINSTATEMENT FOLLOWING ADMINISTRATIVE
2.17DISSOLUTION OR REVOCATION.
2.18(a) A limited partnership that has been administratively dissolved or a foreign
2.19limited partnership that has had its certificate of authority revoked may reinstate after
2.20the effective date of dissolution.
2.21(1) To reinstate for failure to file the annual renewal, the annual renewal required by
2.22section5.34 must be delivered to the secretary of state for filing with the reinstatement
2.23fee of $25.
2.24(2) To reinstate for failure to appoint a registered agent after a prior registered agent
2.25has resigned pursuant to section 321.0116, subdivision 1, when the limited partnership
2.26has filed all previously required annual renewals, the limited partnership may appoint
2.27a new agent meeting the requirements of section 5.36 by filing with the secretary of
2.28state an appointment signed by one or more of the general partners at the time of the
2.29administrative dissolution.
2.30(3) To reinstate for both a failure to file the annual renewal and appoint a new
2.31registered agent following the resignation of the registered agent, the limited partnership
2.32must comply with clauses (1) and (2).
2.33(b) If the secretary of state determines that an annual renewal contains the
2.34information required by subsection (a) and that the information is correct and is
3.1accompanied by the appropriate fee, the secretary of state shall file the renewal and
3.2reinstate the limited partnership or foreign limited partnership.
3.3(c) When reinstatement becomes effective, it relates back to and takes effect as of the
3.4effective date of the administrative dissolution or revocation and the limited partnership
3.5may resume its activities as if the administrative dissolution or revocation had never
3.6occurred, except that for the purposes of section 321.0103(c) and (d) the reinstatement
3.7is effective only as of the date the reinstatement is filed.
3.8 Sec. 4. Minnesota Statutes 2012, section 323A.0903, is amended to read:
3.9323A.0903 CONVERSION OF LIMITED PARTNERSHIP TO PARTNERSHIP.
3.10(a) A limited partnership may be converted to a partnership pursuant to this section.
3.11(b) Notwithstanding a provision to the contrary in a limited partnership agreement,
3.12the terms and conditions of a conversion of a limited partnership to a partnership must be
3.13approved by all of the partners.
3.14(c) After the conversion is approved by the partners, the limited partnership shall
3.15cancel its certificate of limited partnership file a statement of termination pursuant to
3.16section 321.0203 including a description of the conversion.
3.17(d) The conversion takes effect when thecertificate of limited partnership is canceled
3.18 statement of termination is effective.
3.19(e) A limited partner who becomes a general partner as a result of the conversion
3.20remains liable only as a limited partner for an obligation incurred by the limited
3.21partnership before the conversion takes effect. Except as otherwise provided in section
3.22323A.0306
, the partner is liable as a general partner for an obligation of the partnership
3.23incurred after the conversion takes effect.
3.24 Sec. 5. Minnesota Statutes 2012, section 336A.01, subdivision 16, is amended to read:
3.25 Subd. 16. Monthly list. "Monthly list" means information about debtors, secured
3.26parties, lienholders, and farm products that is produced by the secretary of state and
3.27distributed once a monthin the form of master or partial master lists.
3.28EFFECTIVE DATE.This section is effective upon certification by the secretary
3.29of state that the United States Department of Agriculture, Grain Inspectors, Packers
3.30& Stockyards Administration has approved the Minnesota central notification system
3.312014 proposal. The secretary of state shall notify the revisor of statutes when federal
3.32certification is obtained.
4.1 Sec. 6. Minnesota Statutes 2012, section 336A.08, subdivision 4, is amended to read:
4.2 Subd. 4. Distribution ofmaster and partial lists. (a) The secretary of state shall
4.3maintain and distribute the information on the effective financing statement master list to
4.4allow the buyer to sort:
4.5(1) by farm product arranged alphabetically by debtor;and
4.6(2) by farm product arranged numerically by the unique identifier assigned by the
4.7secretary of state to, and associated with, the Social Security number or tax identification
4.8number of the debtor.; and
4.9(3) by county arranged alphabetically by debtor.
4.10(b)The secretary of state shall maintain the information in the farm products
4.11statutory lien master list by county arranged alphabetically by debtor Information in
4.12the farm products statutory lien master list must be included in the effective financing
4.13statement master list, subject to the sort options in paragraphs (a), clauses (1) and (3).
4.14(c) The secretary of state shall distribute or make available the requestedmaster and
4.15partial master lists on a monthly basis to farm product dealers registered under section
4.16336A.11
. Lists will be distributed or made available on or before the tenth day of each
4.17month or on the next business day thereafter if the tenth day is not a business day.
4.18(d) The secretary of state shall make themaster and partial master lists available as
4.19written or printed paper documents andmay make lists available in other forms or media,
4.20including: in an electronically transmitted medium.
4.21(1) any electronically transmitted medium; or
4.22(2) any form of digital media.
4.23(e) There shall be no fee forpartial or master lists distributed via an electronically
4.24transmitted medium.The annual fee for any other form of digital media is $200. The
4.25annual fee for paper partial lists is $250 and $400 for paper master lists.
4.26(f) A farm products dealer shall register pursuant to section336A.11 by the last
4.27business day of the month to receive the monthly lists requested by the farm products
4.28dealerfor that month starting with the lists created in the month following the month
4.29in which registration takes place.
4.30(g) If a registered farm products dealer receives a monthly list that cannot be read or
4.31is incomplete, the farm products dealer must immediately inform the secretary of state
4.32by telephone or e-mail of the problem. The registered farm products dealer shall confirm
4.33the existence of the problem by writing to the secretary of state. The secretary of state
4.34shall provide the registered farm products dealer with new monthly lists in the medium
4.35chosen by the registered farm products dealer no later than five business days after receipt
4.36of the oral notice from the registered farm products dealer. A registered farm products
5.1dealer is not considered to have received notice of the information on the monthly lists
5.2until the duplicate list is received from the secretary of state or until five days have passed
5.3since the duplicate lists were deposited in the mail or delivered electronically by the
5.4secretary of state, whichever comes first.
5.5(h) On receipt of a written notice pursuant to section336A.13 , the secretary of state
5.6shall duplicate the monthly lists requested by the registered farm products dealer. The
5.7duplicate monthly lists must besent deposited in the mail or delivered electronically to the
5.8registered farm products dealer no later than five business days after receipt of the written
5.9notice from the registered farm products dealer.
5.10(i) A registered farm products dealer may request monthly lists in one medium
5.11per registration.
5.12(j) Registered farm products dealers musthave renewed renew their registration
5.13before the first day of July each year on or before the 12-month anniversary of their
5.14registration or subsequent 12-month anniversaries. Failure tosend in the registration
5.15before that date renew will result in the farm products dealer not receiving the requested
5.16 monthly lists.
5.17(k) Registered farm products dealerschoosing to obtain monthly lists via an
5.18electronically transmitted medium or in any form of digital media may choose to receive
5.19 will receive all of the information for the monthly listsrequested the first month and then
5.20only additions and deletions to the database for the remaining 11 months of the year.
5.21Following the first year of registration, the registered farm products dealer may choose to
5.22continue to receive one copy of the full monthly list at the beginning of each year or may
5.23choose to receive only additions and deletions. New registrants shall receive monthly lists
5.24starting with the list created in the month following registration.
5.25EFFECTIVE DATE.This section is effective upon certification by the secretary
5.26of state that the United States Department of Agriculture, Grain Inspectors, Packers
5.27& Stockyards Administration has approved the Minnesota central notification system
5.282014 proposal. The secretary of state shall notify the revisor of statutes when federal
5.29certification is obtained.
5.30 Sec. 7. Minnesota Statutes 2012, section 336A.11, is amended to read:
5.31336A.11 REGISTRATION OF FARM PRODUCT DEALERS.
5.32 Subdivision 1. Requirements. Farm product dealers may register with the secretary
5.33of state to receive master lists of notices of security interests in farm products or farm
5.34products statutory liens. Registration must be madeon an annual calendar year basis for a
6.112-month period. A registration is not complete until the online registrationform or format
6.2 process is properly completed andreceived by the secretary of state and accompanied by
6.3the registration fee.Registration entitles a farm product dealer to receive lists for those
6.4farm products specified by the registrant at the time of registration.
6.5 Subd. 2. Registration forms or format. The secretary of state shall make
6.6registration forms or format available to farm product dealers. The registration form or
6.7format must include provisions for the name and address of the farm product dealer,
6.8including the e-mail address for list delivery, and a request for themaster or partial master
6.9lists, and the medium on which the farm product dealer desires to receive the master list.
6.10 Subd. 3. Registration fee. The annual registration fee for farm product dealers is
6.11$25.
6.12 Subd. 4. Record of registered farm product dealers. The secretary of state shall
6.13maintain a record of the registered farm product dealers andthe lists and contents of
6.14the lists received by the registered farm product dealers for a period of five years after
6.15the lists are distributed.
6.16EFFECTIVE DATE.This section is effective upon certification by the secretary
6.17of state that the United States Department of Agriculture, Grain Inspectors, Packers
6.18& Stockyards Administration has approved the Minnesota central notification system
6.192014 proposal. The secretary of state shall notify the revisor of statutes when federal
6.20certification is obtained.
6.21 Sec. 8. REPEALER.
6.22Minnesota Statutes 2012, sections 336A.031; and 336A.08, subdivision 3, are
6.23repealed.
1.3registrations with the secretary of state;amending Minnesota Statutes 2012,
1.4sections 49.215, subdivision 3; 270C.63, subdivision 6; 321.0810; 323A.0903;
1.5336A.01, subdivision 16; 336A.08, subdivision 4; 336A.11; repealing Minnesota
1.6Statutes 2012, sections 336A.031; 336A.08, subdivision 3.
1.7BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
1.8 Section 1. Minnesota Statutes 2012, section 49.215, subdivision 3, is amended to read:
1.9 Subd. 3. Certificate of liquidation. Upon compliance with the foregoing and
1.10upon filing with the commissioner an affidavit of the president and cashier or vice
1.11president conducting the duties of cashier of said financial institution that the provisions
1.12of subdivision 4 have been complied with and that all depositors and other creditors
1.13have been paid in full, or, if any dividends or any moneys set apart for the payment of
1.14claims remain unpaid and the places of residence of the depositors or other creditors
1.15are unknown to the persons making the affidavit, that sufficient funds have been turned
1.16over to the commissioner for payment into the state treasury to pay said depositors and
1.17other creditors, in the manner provided by subdivision 5, the commissioner shall issue a
1.18certificate of liquidation, and
1.19
1.20
1.21
1.22and its corporate existence shall thereupon terminate.
1.23 Sec. 2. Minnesota Statutes 2012, section 270C.63, subdivision 6, is amended to read:
2.1 Subd. 6. Payment of recording fees. Notwithstanding any other law to the
2.2contrary, the department is exempt from payment of fees when a lien, lien renewal, or
2.3lien transcription is offered for recording. The recording fees must be paid along with the
2.4release fee at the end of the month in which the release of lien is recorded, after receipt of
2.5a monthly statement from a county recorder or the secretary of state. The department shall
2.6add the recording fees to the delinquent tax liability of the taxpayer. Notwithstanding any
2.7other law to the contrary, the fee for filing or recording a notice of lien, or lien release,
2.8transcription, or renewal is $15, but for filings with the secretary of state there shall be no
2.9fee for renewals or transcriptions.
2.10EFFECTIVE DATE.This section is effective upon certification by the secretary
2.11of state that the United States Department of Agriculture, Grain Inspectors, Packers
2.12& Stockyards Administration has approved the Minnesota central notification system
2.132014 proposal. The secretary of state shall notify the revisor of statutes when federal
2.14certification is obtained.
2.15 Sec. 3. Minnesota Statutes 2012, section 321.0810, is amended to read:
2.16321.0810 REINSTATEMENT FOLLOWING ADMINISTRATIVE
2.17DISSOLUTION OR REVOCATION.
2.18(a) A limited partnership that has been administratively dissolved or a foreign
2.19limited partnership that has had its certificate of authority revoked may reinstate after
2.20the effective date of dissolution.
2.21(1) To reinstate for failure to file the annual renewal, the annual renewal required by
2.22section
2.23fee of $25.
2.24(2) To reinstate for failure to appoint a registered agent after a prior registered agent
2.25has resigned pursuant to section 321.0116, subdivision 1, when the limited partnership
2.26has filed all previously required annual renewals, the limited partnership may appoint
2.27a new agent meeting the requirements of section 5.36 by filing with the secretary of
2.28state an appointment signed by one or more of the general partners at the time of the
2.29administrative dissolution.
2.30(3) To reinstate for both a failure to file the annual renewal and appoint a new
2.31registered agent following the resignation of the registered agent, the limited partnership
2.32must comply with clauses (1) and (2).
2.33(b) If the secretary of state determines that an annual renewal contains the
2.34information required by subsection (a) and that the information is correct and is
3.1accompanied by the appropriate fee, the secretary of state shall file the renewal and
3.2reinstate the limited partnership or foreign limited partnership.
3.3(c) When reinstatement becomes effective, it relates back to and takes effect as of the
3.4effective date of the administrative dissolution or revocation and the limited partnership
3.5may resume its activities as if the administrative dissolution or revocation had never
3.6occurred, except that for the purposes of section 321.0103(c) and (d) the reinstatement
3.7is effective only as of the date the reinstatement is filed.
3.8 Sec. 4. Minnesota Statutes 2012, section 323A.0903, is amended to read:
3.9323A.0903 CONVERSION OF LIMITED PARTNERSHIP TO PARTNERSHIP.
3.10(a) A limited partnership may be converted to a partnership pursuant to this section.
3.11(b) Notwithstanding a provision to the contrary in a limited partnership agreement,
3.12the terms and conditions of a conversion of a limited partnership to a partnership must be
3.13approved by all of the partners.
3.14(c) After the conversion is approved by the partners, the limited partnership shall
3.15
3.16section 321.0203 including a description of the conversion.
3.17(d) The conversion takes effect when the
3.18 statement of termination is effective.
3.19(e) A limited partner who becomes a general partner as a result of the conversion
3.20remains liable only as a limited partner for an obligation incurred by the limited
3.21partnership before the conversion takes effect. Except as otherwise provided in section
3.23incurred after the conversion takes effect.
3.24 Sec. 5. Minnesota Statutes 2012, section 336A.01, subdivision 16, is amended to read:
3.25 Subd. 16. Monthly list. "Monthly list" means information about debtors, secured
3.26parties, lienholders, and farm products that is produced by the secretary of state and
3.27distributed once a month
3.28EFFECTIVE DATE.This section is effective upon certification by the secretary
3.29of state that the United States Department of Agriculture, Grain Inspectors, Packers
3.30& Stockyards Administration has approved the Minnesota central notification system
3.312014 proposal. The secretary of state shall notify the revisor of statutes when federal
3.32certification is obtained.
4.1 Sec. 6. Minnesota Statutes 2012, section 336A.08, subdivision 4, is amended to read:
4.2 Subd. 4. Distribution of
4.3maintain and distribute the information on the effective financing statement master list to
4.4allow the buyer to sort:
4.5(1) by farm product arranged alphabetically by debtor;
4.6(2) by farm product arranged numerically by the unique identifier assigned by the
4.7secretary of state to, and associated with, the Social Security number or tax identification
4.8number of the debtor
4.9(3) by county arranged alphabetically by debtor.
4.10(b)
4.11
4.12the farm products statutory lien master list must be included in the effective financing
4.13statement master list, subject to the sort options in paragraphs (a), clauses (1) and (3).
4.14(c) The secretary of state shall distribute or make available the requested
4.15
4.17month or on the next business day thereafter if the tenth day is not a business day.
4.18(d) The secretary of state shall make the
4.19written or printed paper documents and
4.20
4.21
4.22
4.23(e) There shall be no fee for
4.24transmitted medium.
4.25annual fee for paper partial lists is $250 and $400 for paper master lists.
4.26(f) A farm products dealer shall register pursuant to section
4.27
4.28dealer
4.29in which registration takes place.
4.30(g) If a registered farm products dealer receives a monthly list that cannot be read or
4.31is incomplete, the farm products dealer must immediately inform the secretary of state
4.32by telephone or e-mail of the problem. The registered farm products dealer shall confirm
4.33the existence of the problem by writing to the secretary of state. The secretary of state
4.34shall provide the registered farm products dealer with new monthly lists in the medium
4.35chosen by the registered farm products dealer no later than five business days after receipt
4.36of the oral notice from the registered farm products dealer. A registered farm products
5.1dealer is not considered to have received notice of the information on the monthly lists
5.2until the duplicate list is received from the secretary of state or until five days have passed
5.3since the duplicate lists were deposited in the mail or delivered electronically by the
5.4secretary of state, whichever comes first.
5.5(h) On receipt of a written notice pursuant to section
5.6shall duplicate the monthly lists requested by the registered farm products dealer. The
5.7duplicate monthly lists must be
5.8registered farm products dealer no later than five business days after receipt of the written
5.9notice from the registered farm products dealer.
5.10(i) A registered farm products dealer may request monthly lists in one medium
5.11per registration.
5.12(j) Registered farm products dealers must
5.13
5.14registration or subsequent 12-month anniversaries. Failure to
5.15
5.16 monthly lists.
5.17(k) Registered farm products dealers
5.18
5.19 will receive all of the information for the monthly lists
5.20
5.21
5.22
5.23
5.24starting with the list created in the month following registration.
5.25EFFECTIVE DATE.This section is effective upon certification by the secretary
5.26of state that the United States Department of Agriculture, Grain Inspectors, Packers
5.27& Stockyards Administration has approved the Minnesota central notification system
5.282014 proposal. The secretary of state shall notify the revisor of statutes when federal
5.29certification is obtained.
5.30 Sec. 7. Minnesota Statutes 2012, section 336A.11, is amended to read:
5.31336A.11 REGISTRATION OF FARM PRODUCT DEALERS.
5.32 Subdivision 1. Requirements. Farm product dealers may register with the secretary
5.33of state to receive master lists of notices of security interests in farm products or farm
5.34products statutory liens. Registration must be made
6.112-month period. A registration is not complete until the online registration
6.2 process is properly completed and
6.3the registration fee.
6.4
6.5 Subd. 2. Registration forms or format. The secretary of state shall make
6.6registration forms or format available to farm product dealers. The registration form or
6.7format must include provisions for the name and address of the farm product dealer,
6.8including the e-mail address for list delivery, and a request for the
6.9
6.10 Subd. 3. Registration fee. The annual registration fee for farm product dealers is
6.11$25.
6.12 Subd. 4. Record of registered farm product dealers. The secretary of state shall
6.13maintain a record of the registered farm product dealers and
6.14the lists received by the registered farm product dealers for a period of five years after
6.15the lists are distributed.
6.16EFFECTIVE DATE.This section is effective upon certification by the secretary
6.17of state that the United States Department of Agriculture, Grain Inspectors, Packers
6.18& Stockyards Administration has approved the Minnesota central notification system
6.192014 proposal. The secretary of state shall notify the revisor of statutes when federal
6.20certification is obtained.
6.21 Sec. 8. REPEALER.
6.22Minnesota Statutes 2012, sections 336A.031; and 336A.08, subdivision 3, are
6.23repealed.
