Bill Text: MN HF2989 | 2013-2014 | 88th Legislature | Engrossed
Bill Title: Secretary of state filings, recordings, and registrations regulated.
Spectrum: Moderate Partisan Bill (Republican 7-1)
Status: (Passed) 2014-05-21 - Secretary of State Chapter 283 [HF2989 Detail]
Download: Minnesota-2013-HF2989-Engrossed.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; 321.0810; 323A.0903; 336A.01, subdivision 16;
1.5336A.08, subdivision 4; 336A.11; 336A.13; repealing Minnesota Statutes 2012,
1.6sections 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.
2.1 Sec. 2. Minnesota Statutes 2012, section 321.0810, is amended to read:
2.2321.0810 REINSTATEMENT FOLLOWING ADMINISTRATIVE
2.3DISSOLUTION OR REVOCATION.
2.4(a) A limited partnership that has been administratively dissolved or a foreign
2.5limited partnership that has had its certificate of authority revoked may reinstate after
2.6the effective date of dissolution.
2.7(1) To reinstate for failure to file the annual renewal, the annual renewal required by
2.8section5.34 must be delivered to the secretary of state for filing with the reinstatement
2.9fee of $25.
2.10(2) To reinstate for failure to appoint a registered agent after a prior registered agent
2.11has resigned pursuant to section 321.0116, subdivision 1, when the limited partnership
2.12has filed all previously required annual renewals, the limited partnership may appoint
2.13a new agent meeting the requirements of section 5.36 by filing with the secretary of
2.14state an appointment signed by one or more of the general partners at the time of the
2.15administrative dissolution.
2.16(3) To reinstate for both a failure to file the annual renewal and appoint a new
2.17registered agent following the resignation of the registered agent, the limited partnership
2.18must comply with clauses (1) and (2).
2.19(b) If the secretary of state determines that an annual renewal contains the
2.20information required by subsection (a) and that the information is correct and is
2.21accompanied by the appropriate fee, the secretary of state shall file the renewal and
2.22reinstate the limited partnership or foreign limited partnership.
2.23(c) When reinstatement becomes effective, it relates back to and takes effect as of the
2.24effective date of the administrative dissolution or revocation and the limited partnership
2.25may resume its activities as if the administrative dissolution or revocation had never
2.26occurred, except that for the purposes of section 321.0103(c) and (d) the reinstatement
2.27is effective only as of the date the reinstatement is filed.
2.28 Sec. 3. Minnesota Statutes 2012, section 323A.0903, is amended to read:
2.29323A.0903 CONVERSION OF LIMITED PARTNERSHIP TO PARTNERSHIP.
2.30(a) A limited partnership may be converted to a partnership pursuant to this section.
2.31(b) Notwithstanding a provision to the contrary in a limited partnership agreement,
2.32the terms and conditions of a conversion of a limited partnership to a partnership must be
2.33approved by all of the partners.
3.1(c) After the conversion is approved by the partners, the limited partnership shall
3.2cancel its certificate of limited partnership file a statement of termination pursuant to
3.3section 321.0203 including a description of the conversion.
3.4(d) The conversion takes effect when thecertificate of limited partnership is canceled
3.5 statement of termination is effective.
3.6(e) A limited partner who becomes a general partner as a result of the conversion
3.7remains liable only as a limited partner for an obligation incurred by the limited
3.8partnership before the conversion takes effect. Except as otherwise provided in section
3.9323A.0306
, the partner is liable as a general partner for an obligation of the partnership
3.10incurred after the conversion takes effect.
3.11 Sec. 4. Minnesota Statutes 2012, section 336A.01, subdivision 16, is amended to read:
3.12 Subd. 16. Monthly list. "Monthly list" means information about debtors, secured
3.13parties, lienholders, and farm products that is produced by the secretary of state and
3.14distributed once a monthin the form of master or partial master lists.
3.15EFFECTIVE DATE.This section is effective upon certification by the secretary
3.16of state that the United States Department of Agriculture, Grain Inspectors, Packers
3.17& Stockyards Administration has approved the Minnesota central notification system
3.182014 proposal. The secretary of state shall notify the revisor of statutes when federal
3.19certification is obtained.
3.20 Sec. 5. Minnesota Statutes 2012, section 336A.08, subdivision 4, is amended to read:
3.21 Subd. 4. Distribution ofmaster and partial lists. (a) The secretary of state shall
3.22maintain and distribute the information on the effective financing statement master list to
3.23allow the buyer to sort:
3.24(1) by farm product arranged alphabetically by debtor;and
3.25(2) by farm product arranged numerically by the unique identifier assigned by the
3.26secretary of state to, and associated with, the Social Security number or tax identification
3.27number of the debtor.; and
3.28(3) by county arranged alphabetically by debtor.
3.29(b)The secretary of state shall maintain the information in the farm products
3.30statutory lien master list by county arranged alphabetically by debtor Information in
3.31the farm products statutory lien master list must be included in the effective financing
3.32statement master list, subject to the sort options in paragraphs (a), clauses (1) and (3).
3.33(c) The secretary of state shall distribute or make available the requestedmaster and
3.34partial master lists on a monthly basis to farm product dealers registered under section
4.1336A.11
. Lists will be distributed or made available on or before the tenth day of each
4.2month or on the next business day thereafter if the tenth day is not a business day.
4.3(d) The secretary of state shall make themaster and partial master lists available as
4.4written or printed paper documents andmay make lists available in other forms or media,
4.5including: in an electronically transmitted medium.
4.6(1) any electronically transmitted medium; or
4.7(2) any form of digital media.
4.8(e) There shall be no fee forpartial or master lists distributed via an electronically
4.9transmitted medium.The annual fee for any other form of digital media is $200. The
4.10annual fee for paper partial lists is $250 and $400 for paper master lists.
4.11(f) A farm products dealer shall register pursuant to section336A.11 by the last
4.12business day of the month to receive the monthly lists requested by the farm products
4.13dealerfor that month starting with the lists created in the month following the month
4.14in which registration takes place.
4.15(g) If a registered farm products dealer receives a monthly list that cannot be read or
4.16is incomplete, the farm products dealer must immediately inform the secretary of state
4.17by telephone or e-mail of the problem. The registered farm products dealer shall confirm
4.18the existence of the problem by writing to the secretary of state. The secretary of state
4.19shall provide the registered farm products dealer with new monthly lists in the medium
4.20chosen by the registered farm products dealer no later than five business days after receipt
4.21of the oral notice from the registered farm products dealer. A registered farm products
4.22dealer is not considered to have received notice of the information on the monthly lists
4.23until the duplicate list is received from the secretary of state or until five days have passed
4.24since the duplicate lists were deposited in the mail or delivered electronically by the
4.25secretary of state, whichever comes first.
4.26(h) On receipt of a written notice pursuant to section336A.13 , the secretary of state
4.27shall duplicate the monthly lists requested by the registered farm products dealer. The
4.28duplicate monthly lists must besent deposited in the mail or delivered electronically to the
4.29registered farm products dealer no later than five business days after receipt of the written
4.30notice from the registered farm products dealer.
4.31(i) A registered farm products dealer may request monthly lists in one medium
4.32per registration.
4.33(j) Registered farm products dealers musthave renewed renew their registration
4.34before the first day of July each year on or before the 12-month anniversary of their
4.35registration or subsequent 12-month anniversaries. Failure tosend in the registration
5.1before that date renew will result in the farm products dealer not receiving the requested
5.2 monthly lists.
5.3(k) Registered farm products dealerschoosing to obtain monthly lists via an
5.4electronically transmitted medium or in any form of digital media may choose to receive
5.5 will receive all of the information for the monthly listsrequested the first month and then
5.6only additions and deletions to the database for the remaining 11 months of the year.
5.7Following the first year of registration, the registered farm products dealer may choose to
5.8continue to receive one copy of the full monthly list at the beginning of each year or may
5.9choose to receive only additions and deletions. New registrants shall receive monthly lists
5.10starting with the list created in the month following registration.
5.11EFFECTIVE DATE.This section is effective upon certification by the secretary
5.12of state that the United States Department of Agriculture, Grain Inspectors, Packers
5.13& Stockyards Administration has approved the Minnesota central notification system
5.142014 proposal. The secretary of state shall notify the revisor of statutes when federal
5.15certification is obtained.
5.16 Sec. 6. Minnesota Statutes 2012, section 336A.11, is amended to read:
5.17336A.11 REGISTRATION OF FARM PRODUCT DEALERS.
5.18 Subdivision 1. Requirements. Farm product dealers may register with the secretary
5.19of state to receive master lists of notices of security interests in farm products or farm
5.20products statutory liens. Registration must be madeon an annual calendar year basis for a
5.2112-month period. A registration is not complete until the online registrationform or format
5.22 process is properly completed andreceived by the secretary of state and accompanied by
5.23the registration fee.Registration entitles a farm product dealer to receive lists for those
5.24farm products specified by the registrant at the time of registration.
5.25 Subd. 2. Registration forms or format. The secretary of state shall make
5.26registration forms or format available to farm product dealers. The registration form or
5.27format must include provisions for the name and address of the farm product dealer,
5.28including the e-mail address for list delivery, and a request for themaster or partial master
5.29lists, and the medium on which the farm product dealer desires to receive the master list.
5.30 Subd. 3. Registration fee. The annual registration fee for farm product dealers is
5.31$25.
5.32 Subd. 4. Record of registered farm product dealers. The secretary of state shall
5.33maintain a record of the registered farm product dealers andthe lists and contents of
6.1the lists received by the registered farm product dealers for a period of five years after
6.2the lists are distributed.
6.3EFFECTIVE DATE.This section is effective upon certification by the secretary
6.4of state that the United States Department of Agriculture, Grain Inspectors, Packers
6.5& Stockyards Administration has approved the Minnesota central notification system
6.62014 proposal. The secretary of state shall notify the revisor of statutes when federal
6.7certification is obtained.
6.8 Sec. 7. Minnesota Statutes 2012, section 336A.13, is amended to read:
6.9336A.13 RECEIPT OF WRITTEN NOTICE.
6.10For purposes of United States Code, title 7, section 1631, and this chapter, receipt
6.11of written notice means the date the notice is actually received by a farm product dealer
6.12or the first date that delivery is attempted by a carrier.A farm product dealer must act in
6.13good faith. For a mailed notice, a farm product dealer is presumed to have received the
6.14notice by five business days after it was mailed unless by ten days after it was mailed the
6.15farm product dealer notifies the secretary of state in writing that it has not received the
6.16notice by that time. For a notice provided by electronic transmission or posting, a farm
6.17product dealer is presumed to have received the notice five business days after the list
6.18required to be distributed or made available by section 336A.08, subdivision 4, is posted
6.19on an electronic network or site accessible via the Internet, mobile application, computer,
6.20mobile device, tablet, or other electronic device, together with a separate notice of posting,
6.21which is provided by the secretary of state by electronic mail to the address at which the
6.22farm product dealer has consented to receive notice of posting.
6.23EFFECTIVE DATE.This section is effective upon certification by the secretary
6.24of state that the United States Department of Agriculture, Grain Inspections, Packers
6.25and Stockyards Administration has approved the Minnesota central notification system
6.262014 proposal. The secretary of state shall notify the revisor of statutes when federal
6.27certification is obtained.
6.28 Sec. 8. REPEALER.
6.29Minnesota Statutes 2012, sections 336A.031; and 336A.08, subdivision 3, are
6.30repealed.
1.3registrations with the secretary of state;amending Minnesota Statutes 2012,
1.4sections 49.215, subdivision 3; 321.0810; 323A.0903; 336A.01, subdivision 16;
1.5336A.08, subdivision 4; 336A.11; 336A.13; repealing Minnesota Statutes 2012,
1.6sections 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
1.20the 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.
2.1 Sec. 2. Minnesota Statutes 2012, section 321.0810, is amended to read:
2.2321.0810 REINSTATEMENT FOLLOWING ADMINISTRATIVE
2.3DISSOLUTION OR REVOCATION.
2.4(a) A limited partnership that has been administratively dissolved or a foreign
2.5limited partnership that has had its certificate of authority revoked may reinstate after
2.6the effective date of dissolution.
2.7(1) To reinstate for failure to file the annual renewal, the annual renewal required by
2.8section
2.9fee of $25.
2.10(2) To reinstate for failure to appoint a registered agent after a prior registered agent
2.11has resigned pursuant to section 321.0116, subdivision 1, when the limited partnership
2.12has filed all previously required annual renewals, the limited partnership may appoint
2.13a new agent meeting the requirements of section 5.36 by filing with the secretary of
2.14state an appointment signed by one or more of the general partners at the time of the
2.15administrative dissolution.
2.16(3) To reinstate for both a failure to file the annual renewal and appoint a new
2.17registered agent following the resignation of the registered agent, the limited partnership
2.18must comply with clauses (1) and (2).
2.19(b) If the secretary of state determines that an annual renewal contains the
2.20information required by subsection (a) and that the information is correct and is
2.21accompanied by the appropriate fee, the secretary of state shall file the renewal and
2.22reinstate the limited partnership or foreign limited partnership.
2.23(c) When reinstatement becomes effective, it relates back to and takes effect as of the
2.24effective date of the administrative dissolution or revocation and the limited partnership
2.25may resume its activities as if the administrative dissolution or revocation had never
2.26occurred, except that for the purposes of section 321.0103(c) and (d) the reinstatement
2.27is effective only as of the date the reinstatement is filed.
2.28 Sec. 3. Minnesota Statutes 2012, section 323A.0903, is amended to read:
2.29323A.0903 CONVERSION OF LIMITED PARTNERSHIP TO PARTNERSHIP.
2.30(a) A limited partnership may be converted to a partnership pursuant to this section.
2.31(b) Notwithstanding a provision to the contrary in a limited partnership agreement,
2.32the terms and conditions of a conversion of a limited partnership to a partnership must be
2.33approved by all of the partners.
3.1(c) After the conversion is approved by the partners, the limited partnership shall
3.2
3.3section 321.0203 including a description of the conversion.
3.4(d) The conversion takes effect when the
3.5 statement of termination is effective.
3.6(e) A limited partner who becomes a general partner as a result of the conversion
3.7remains liable only as a limited partner for an obligation incurred by the limited
3.8partnership before the conversion takes effect. Except as otherwise provided in section
3.10incurred after the conversion takes effect.
3.11 Sec. 4. Minnesota Statutes 2012, section 336A.01, subdivision 16, is amended to read:
3.12 Subd. 16. Monthly list. "Monthly list" means information about debtors, secured
3.13parties, lienholders, and farm products that is produced by the secretary of state and
3.14distributed once a month
3.15EFFECTIVE DATE.This section is effective upon certification by the secretary
3.16of state that the United States Department of Agriculture, Grain Inspectors, Packers
3.17& Stockyards Administration has approved the Minnesota central notification system
3.182014 proposal. The secretary of state shall notify the revisor of statutes when federal
3.19certification is obtained.
3.20 Sec. 5. Minnesota Statutes 2012, section 336A.08, subdivision 4, is amended to read:
3.21 Subd. 4. Distribution of
3.22maintain and distribute the information on the effective financing statement master list to
3.23allow the buyer to sort:
3.24(1) by farm product arranged alphabetically by debtor;
3.25(2) by farm product arranged numerically by the unique identifier assigned by the
3.26secretary of state to, and associated with, the Social Security number or tax identification
3.27number of the debtor
3.28(3) by county arranged alphabetically by debtor.
3.29(b)
3.30
3.31the farm products statutory lien master list must be included in the effective financing
3.32statement master list, subject to the sort options in paragraphs (a), clauses (1) and (3).
3.33(c) The secretary of state shall distribute or make available the requested
3.34
4.2month or on the next business day thereafter if the tenth day is not a business day.
4.3(d) The secretary of state shall make the
4.4written or printed paper documents and
4.5
4.6
4.7
4.8(e) There shall be no fee for
4.9transmitted medium.
4.10annual fee for paper partial lists is $250 and $400 for paper master lists.
4.11(f) A farm products dealer shall register pursuant to section
4.12
4.13dealer
4.14in which registration takes place.
4.15(g) If a registered farm products dealer receives a monthly list that cannot be read or
4.16is incomplete, the farm products dealer must immediately inform the secretary of state
4.17by telephone or e-mail of the problem. The registered farm products dealer shall confirm
4.18the existence of the problem by writing to the secretary of state. The secretary of state
4.19shall provide the registered farm products dealer with new monthly lists in the medium
4.20chosen by the registered farm products dealer no later than five business days after receipt
4.21of the oral notice from the registered farm products dealer. A registered farm products
4.22dealer is not considered to have received notice of the information on the monthly lists
4.23until the duplicate list is received from the secretary of state or until five days have passed
4.24since the duplicate lists were deposited in the mail or delivered electronically by the
4.25secretary of state, whichever comes first.
4.26(h) On receipt of a written notice pursuant to section
4.27shall duplicate the monthly lists requested by the registered farm products dealer. The
4.28duplicate monthly lists must be
4.29registered farm products dealer no later than five business days after receipt of the written
4.30notice from the registered farm products dealer.
4.31(i) A registered farm products dealer may request monthly lists in one medium
4.32per registration.
4.33(j) Registered farm products dealers must
4.34
4.35registration or subsequent 12-month anniversaries. Failure to
5.1
5.2 monthly lists.
5.3(k) Registered farm products dealers
5.4
5.5 will receive all of the information for the monthly lists
5.6
5.7
5.8
5.9
5.10starting with the list created in the month following registration.
5.11EFFECTIVE DATE.This section is effective upon certification by the secretary
5.12of state that the United States Department of Agriculture, Grain Inspectors, Packers
5.13& Stockyards Administration has approved the Minnesota central notification system
5.142014 proposal. The secretary of state shall notify the revisor of statutes when federal
5.15certification is obtained.
5.16 Sec. 6. Minnesota Statutes 2012, section 336A.11, is amended to read:
5.17336A.11 REGISTRATION OF FARM PRODUCT DEALERS.
5.18 Subdivision 1. Requirements. Farm product dealers may register with the secretary
5.19of state to receive master lists of notices of security interests in farm products or farm
5.20products statutory liens. Registration must be made
5.2112-month period. A registration is not complete until the online registration
5.22 process is properly completed and
5.23the registration fee.
5.24
5.25 Subd. 2. Registration forms or format. The secretary of state shall make
5.26registration forms or format available to farm product dealers. The registration form or
5.27format must include provisions for the name and address of the farm product dealer,
5.28including the e-mail address for list delivery, and a request for the
5.29
5.30 Subd. 3. Registration fee. The annual registration fee for farm product dealers is
5.31$25.
5.32 Subd. 4. Record of registered farm product dealers. The secretary of state shall
5.33maintain a record of the registered farm product dealers and
6.1the lists received by the registered farm product dealers for a period of five years after
6.2the lists are distributed.
6.3EFFECTIVE DATE.This section is effective upon certification by the secretary
6.4of state that the United States Department of Agriculture, Grain Inspectors, Packers
6.5& Stockyards Administration has approved the Minnesota central notification system
6.62014 proposal. The secretary of state shall notify the revisor of statutes when federal
6.7certification is obtained.
6.8 Sec. 7. Minnesota Statutes 2012, section 336A.13, is amended to read:
6.9336A.13 RECEIPT OF WRITTEN NOTICE.
6.10For purposes of United States Code, title 7, section 1631, and this chapter, receipt
6.11of written notice means the date the notice is actually received by a farm product dealer
6.12or the first date that delivery is attempted by a carrier.
6.13
6.14notice by five business days after it was mailed unless by ten days after it was mailed the
6.15farm product dealer notifies the secretary of state in writing that it has not received the
6.16notice by that time. For a notice provided by electronic transmission or posting, a farm
6.17product dealer is presumed to have received the notice five business days after the list
6.18required to be distributed or made available by section 336A.08, subdivision 4, is posted
6.19on an electronic network or site accessible via the Internet, mobile application, computer,
6.20mobile device, tablet, or other electronic device, together with a separate notice of posting,
6.21which is provided by the secretary of state by electronic mail to the address at which the
6.22farm product dealer has consented to receive notice of posting.
6.23EFFECTIVE DATE.This section is effective upon certification by the secretary
6.24of state that the United States Department of Agriculture, Grain Inspections, Packers
6.25and Stockyards Administration has approved the Minnesota central notification system
6.262014 proposal. The secretary of state shall notify the revisor of statutes when federal
6.27certification is obtained.
6.28 Sec. 8. REPEALER.
6.29Minnesota Statutes 2012, sections 336A.031; and 336A.08, subdivision 3, are
6.30repealed.
