1.1 	A bill for an act
1.2 	relating to the secretary of state; regulating various filings, forms, records, 
1.3 	submissions, motions, and orders; regulating certain dissolutions; defining a 
1.4 	term;amending Minnesota Statutes 2008, sections 5.15; 5.23, subdivisions 1, 4; 
1.5 	5.26, subdivision 1; 270C.63, subdivision 4; 272.488, subdivision 2; 302A.151; 
1.6 	303.06; 303.11; 308B.215; 321.0809; 321.0902; 321.0906; 321.0909; 322B.91, 
1.7 	subdivision 1; 322B.92; 336.9-519; 336.9-521; 336.9-525; 336A.03, subdivision 
1.8 	3; 545.05, subdivisions 1, 2, 4, 7, 10, 11, 13; repealing Minnesota Statutes 2008, 
1.9 	sections 5.03; 308B.121, subdivision 3; Minnesota Rules, part 8280.0470.
1.10 	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

1.11 	Section 1. Minnesota Statutes 2008, section 5.15, is amended to read:
1.12 	5.15 ONLINE SIGNATURES, ACKNOWLEDGMENT OR NOTARIZATION 
1.13 	ON DOCUMENTS; PENALTIES OF PERJURY.
1.14 	(a) No document submitted to the Office of the Secretary of State shall be required 
1.15 	to be notarized. Signing a document submitted to the secretary of state constitutes 
1.16 	"acknowledgment" as defined in section 358.41, clause (2), and "verification upon oath 
1.17 	or affirmation" as defined in section 358.41, clause (3). A person who signs a document 
1.18 	submitted to the secretary of state without authority to sign that document or who signs 
1.19 	the document knowing that the document is false in any material respect is subject to the 
1.20 	penalties of perjury set forth in section 609.48.  
1.21 	(b) Any document submitted to the Office of the Secretary of State online may be 
1.22 	signed by any person as agent of any person whose signature is required by law. The 
1.23 	signing party must indicate on the application that they are acting as the agent of the 
1.24 	person whose signature would be required and that they have been authorized to sign on 
1.25 	behalf of the applicant. The name of the person signing, entered on the online application, 
1.26 	constitutes a valid signature by such an agent.

2.1 	Sec. 2. Minnesota Statutes 2008, section 5.23, subdivision 1, is amended to read:
2.2 		Subdivision 1.Failure to pay filing fee. If a person files an instrument authorized to 
2.3 	be filed with the secretary of state has been submitted with a payment order or item that is 
2.4 	rejected or dishonored, the secretary must remove the instrument from the public record of 
2.5 	state is authorized to refuse the filing of further instruments submitted by that person or 
2.6 	on behalf of the business entity or notary on whose behalf the prior instrument was filed. 
2.7 	The secretary may also pursue collection of the rejected or dishonored payment order or 
2.8 	item and recover the face amount of the payment order or item, any service fee, and any 
2.9 	additional collection costs incurred to collect the amount. If the payment order or item is 
2.10 	honored, the instrument must be returned to the public record or the delinquent amount is 
2.11 	paid, the secretary of state must resume filing instruments submitted by that person or on 
2.12 	behalf of that business entity or notary as of the date the payment order or item is honored 
2.13 	and an instrument is presented for filing. The secretary may impose restrictions on the 
2.14 	manner of payment that will be accepted for any future filings. This subdivision does not 
2.15 	apply to financing statements filed under chapter 336. This subdivision does not apply 
2.16 	to financing statements filed under chapter 336 or to an effective financing statement 
2.17 	or lien notice filed under chapter 336A.

2.18 	EFFECTIVE DATE. This section is effective 30 days after the secretary of state 
2.19 	certifies that the information systems of the Office of the Secretary of State have been 
2.20 	modified to implement this section.

2.21 	Sec. 3. Minnesota Statutes 2008, section 5.23, subdivision 4, is amended to read:
2.22 		Subd. 4.Collection of all amounts. The secretary of state must collect the face 
2.23 	amount of the rejected or dishonored payment order or item, any service fee, and all 
2.24 	costs of collection in every possible instance. Collection must occur whether or not the 
2.25 	instrument is returned to the public record or the customer continues to receive the 
2.26 	information products or access to the database. Uncollectible payment orders and items 
2.27 	must be processed according to applicable Minnesota law.

2.28 	Sec. 4. Minnesota Statutes 2008, section 5.26, subdivision 1, is amended to read:
2.29 		Subdivision 1.Definition. "Good standing" means that a business entity has 
2.30 	complied with all of the filing and registration requirements with the Office of the 
2.31 	Secretary of State described in the entity's governing chapter. A business entity that 
2.32 	has submitted, or on whose behalf has been submitted, a payment order or item that is 
2.33 	rejected or dishonored, is not in good standing until the payment or item is honored or the 
3.1 	delinquent amount is paid. The secretary of state shall note on the record of the business 
3.2 	entity whether it is in good standing.

3.3 	Sec. 5. Minnesota Statutes 2008, section 270C.63, subdivision 4, is amended to read:
3.4 		Subd. 4.Entry of information into central database. County recorders and 
3.5 	the secretary of state shall enter information relative to lien notices, transcriptions, 
3.6 	renewals, and releases filed in their offices into the central database of the secretary of 
3.7 	state. For notices filed electronically with the county recorders, the date and time of 
3.8 	receipt transmission of the notice and county recorder's file number, and for notices filed 
3.9 	electronically with the secretary of state, the secretary of state's recording information, 
3.10 	must be entered by the filing officer into the central database before the close of the 
3.11 	working day following the day of the original data entry by the department. For notices 
3.12 	filed electronically with the county recorder, the date and time of filing is no later than 5:00 
3.13 	p.m. on the business day following transmission of the notice by the secretary of state.

3.14 	Sec. 6. Minnesota Statutes 2008, section 272.488, subdivision 2, is amended to read:
3.15 		Subd. 2.Central database. County recorders and the secretary of state shall enter 
3.16 	information relative to lien notices, releases, revocations of release, and refilings of any of 
3.17 	those items into the computerized database system of the secretary of state. For notices 
3.18 	transmitted electronically for filing with the county recorders, the date and time of filing of 
3.19 	the notice and county recorder's file number, and for notices transmitted electronically 
3.20 	for filing with the secretary of state, the secretary of state's filing information, must be 
3.21 	entered by the filing officer into the computerized database system before the close of the 
3.22 	fifth working day following the day of the original data transmission to the filing officer 
3.23 	by the Internal Revenue Service. When notices are transmitted electronically, the filing 
3.24 	officer must file the notices no later than 5:00 p.m. on the business day after they were 
3.25 	transmitted to the filing officer by the Internal Revenue Service. All other processing by 
3.26 	the county recorder of lien notices, releases, revocations of release and refilings of any of 
3.27 	those items must occur within the time period allowed in section 386.30.  

3.28 	Sec. 7. Minnesota Statutes 2008, section 302A.151, is amended to read:
3.29 	302A.151 FILING ARTICLES.
3.30 	Unless filed with the commissioner of commerce, pursuant to other law, articles of 
3.31 	incorporation and articles of amendment shall be filed with the secretary of state.

4.1 	Sec. 8. Minnesota Statutes 2008, section 303.06, is amended to read:
4.2 	303.06 APPLICATION FOR CERTIFICATE OF AUTHORITY.
4.3 		Subdivision 1.Contents. In order to procure a certificate of authority to transact 
4.4 	business in this state, a foreign corporation shall make application therefor to the secretary 
4.5 	of state, which application shall set forth:
4.6 	(1) the name of the corporation and the state or country under the laws of which 
4.7 	it is organized;
4.8 	(2) if the name of the corporation does not comply with section 303.05, then the 
4.9 	name which it agrees to use in this state;  
4.10 	(3) the address of its proposed registered office in this state and the name of its 
4.11 	proposed registered agent in this state;
4.12 	(4) that it irrevocably consents to the service of process upon it as set forth in section 
4.13 	5.25, or any amendment thereto; and
4.14 	(5) a statement that the officers executing the application have been duly authorized 
4.15 	so to do by the board of directors of the corporation.; and
4.16 	(6) that the corporation has complied with the organizational laws in the jurisdiction 
4.17 	in which it is organized.
4.18 		Subd. 2.Forms. Such application shall be made on forms prescribed and furnished 
4.19 	by the secretary of state, and shall be executed by its president, vice-president, secretary, 
4.20 	or assistant secretary, and delivered to the secretary of state with a certificate of existence 
4.21 	from the filing officer in the state, province, or country of incorporation.

4.22 	Sec. 9. Minnesota Statutes 2008, section 303.11, is amended to read:
4.23 	303.11 NOTICE OF NAME CHANGES, WHERE FILED. 
4.24 	Each foreign corporation authorized to transact business in this state, shall, whenever 
4.25 	it changes its name, dissolves, or merges, certify to the secretary of state that it has 
4.26 	obtained and possesses a certificate to that effect authenticated by the proper officer of the 
4.27 	state or country under the laws of which the foreign corporation is organized has changed 
4.28 	its name, dissolved, or merged and is listing its new status and name. 

4.29 	Sec. 10. Minnesota Statutes 2008, section 308B.215, is amended to read:
4.30 	308B.215 ARTICLES OF ORGANIZATION.
4.31 		Subdivision 1.Requirements. (a) The articles of the cooperative shall include:
4.32 	(1) the name of the cooperative;
4.33 	(2) the purpose of the cooperative;
5.1 	(3) the name and address of each organizer; and
5.2 	(4) the period of duration for the cooperative, if the duration is not to be perpetual.;
5.3 	(5) the name of the registered agent; and
5.4 	(6) the address of the registered office.
5.5 	(b) The articles may contain any other lawful provision.
5.6 	(c) The articles shall be signed by the organizers.
5.7 		Subd. 2.Filing. The original articles and a designation of the cooperative's 
5.8 	registered office and agent shall be filed with the secretary of state. The fee for filing the 
5.9 	articles with the secretary of state is $60. 
5.10 		Subd. 3.Effect of filing. When the articles, the registration form under section 
5.11 	308B.121, and the designation of the cooperative's registered office and agent have been 
5.12 	filed with the secretary of state and the required fee has been paid to the secretary of 
5.13 	state, it shall be presumed that:  
5.14 	(1) all conditions precedent that are required to be performed by the organizers 
5.15 	have been complied with;
5.16 	(2) the organization of the cooperative has been chartered by the state as a separate 
5.17 	legal entity; and
5.18 	(3) the secretary of state shall issue a certificate of organization to the cooperative.

5.19 	EFFECTIVE DATE. This section is effective retroactively from January 1, 2009.

5.20 	Sec. 11. Minnesota Statutes 2008, section 321.0809, is amended to read:
5.21 	321.0809 ADMINISTRATIVE DISSOLUTION.
5.22 	(a) A limited partnership that has failed to deliver for filing a registration pursuant 
5.23 	to the requirements of section 321.0210 must be dissolved by the secretary of state as 
5.24 	described in this section.  
5.25 	(b) If the limited partnership has not filed the delinquent registration, the secretary of 
5.26 	state must issue a certificate of administrative dissolution and the certificate must be filed 
5.27 	in the Office of the Secretary of State. The secretary of state must annually inform the 
5.28 	attorney general and the commissioner of revenue of the methods by which the names of 
5.29 	limited partnerships administratively dissolved under this section during the preceding 
5.30 	year may be determined. The secretary of state must also make available in an electronic 
5.31 	format the names of the administratively dissolved limited partnerships.
5.32 	(c) A limited partnership administratively dissolved continues its existence but 
5.33 	may carry on only activities necessary to wind up its activities and liquidate its assets 
6.1 	under sections 321.0803 and 321.0812 and to notify claimants under sections 321.0806
6.2 	and 321.0807.  
6.3 	(d) The administrative dissolution of a limited partnership does not terminate the 
6.4 	authority of its agent for service of process.

6.5 	EFFECTIVE DATE. This section is effective retroactively from January 1, 2008.

6.6 	Sec. 12. Minnesota Statutes 2008, section 321.0902, is amended to read:
6.7 	321.0902 APPLICATION FOR CERTIFICATE OF AUTHORITY.
6.8 	(a) A foreign limited partnership may apply for a certificate of authority to transact 
6.9 	business in this state by delivering an application to the secretary of state for filing. The 
6.10 	application must state:
6.11 	(1) the name of the foreign limited partnership and, if the name does not comply 
6.12 	with section 321.0108, an alternate name adopted pursuant to section 321.0905(a);  
6.13 	(2) the name of the state or other jurisdiction under whose law the foreign limited 
6.14 	partnership is organized;
6.15 	(3) the street and mailing address of the foreign limited partnership's principal office 
6.16 	and, if the laws of the jurisdiction under which the foreign limited partnership is organized 
6.17 	require the foreign limited partnership to maintain an office in that jurisdiction, the street 
6.18 	and mailing address of the required office;
6.19 	(4) the name and street and mailing address of the foreign limited partnership's initial 
6.20 	agent for service of process in this state;
6.21 	(5) the name and street and mailing address of each of the foreign limited 
6.22 	partnership's general partners; and
6.23 	(6) whether the foreign limited partnership is a foreign limited liability limited 
6.24 	partnership.; and
6.25 	(b) A foreign limited partnership shall deliver with the completed application a 
6.26 	certificate of existence or a record of similar import signed by the secretary of state or 
6.27 	other official having custody of the foreign limited partnership's publicly filed records in 
6.28 	the state or other jurisdiction under whose law the foreign limited partnership is organized.
6.29 	(7) that the foreign limited partnership has complied with the organizational laws in 
6.30 	the jurisdiction in which it is organized.

6.31 	Sec. 13. Minnesota Statutes 2008, section 321.0906, is amended to read:
6.32 	321.0906 REVOCATION OF CERTIFICATE OF AUTHORITY.
7.1 	(a) A foreign limited partnership that has failed to deliver for filing a registration
7.2 	renewal pursuant to the requirements of section 321.0210 must have its certificate of 
7.3 	authority to transact business in Minnesota revoked as described in this section.  
7.4 	(b) If the foreign limited partnership has not filed the delinquent registration, the 
7.5 	secretary of state must issue a certificate of revocation and the certificate must be filed 
7.6 	in the Office of the Secretary of State. The secretary of state must annually inform the 
7.7 	attorney general and the commissioner of revenue of the methods by which the names of 
7.8 	limited partnerships whose certificates of authority have been revoked under this section 
7.9 	during the preceding year may be determined. The secretary of state must also make 
7.10 	available in an electronic format the names of the foreign limited partnerships whose 
7.11 	certificates have been revoked.

7.12 	EFFECTIVE DATE. This section is effective retroactively from January 1, 2008.

7.13 	Sec. 14. Minnesota Statutes 2008, section 321.0909, is amended to read:
7.14 	321.0909 NAME CHANGES FILED IN HOME STATE.
7.15 	A foreign limited partnership shall notify the secretary of state of any changes to 
7.16 	the partnership name filed with the state of formation by filing a certificate from the state 
7.17 	of formation certifying to the change of name secretary of state that the foreign limited 
7.18 	partnership has changed the name and is listing the new name.

7.19 	Sec. 15. Minnesota Statutes 2008, section 322B.91, subdivision 1, is amended to read:
7.20 		Subdivision 1.Application information. Before transacting business in this state, 
7.21 	a foreign limited liability company shall obtain a certificate of authority. An applicant 
7.22 	for the certificate shall file with the secretary of state a certificate of status from the filing 
7.23 	office in the jurisdiction in which the foreign limited liability company is organized and an 
7.24 	application executed by an authorized person and setting forth:
7.25 	(1) the name of the foreign limited liability company and, if different, the name 
7.26 	under which it proposes to transact business in this state;
7.27 	(2) the jurisdiction of its organization;
7.28 	(3) the name and business address of the proposed registered agent in this state, 
7.29 	which agent shall be an individual resident of this state, a domestic corporation, or a 
7.30 	foreign corporation having a place of business in, and authorized to do business in, this 
7.31 	state;
8.1 	(4) the address of the office required to be maintained in the jurisdiction of its 
8.2 	organization by the laws of that jurisdiction or, if not so required, of the principal place 
8.3 	of business of the foreign limited liability company; and
8.4 	(5) the date the foreign limited liability company expires in the jurisdiction of its 
8.5 	organization; and
8.6 	(6) that the foreign limited liability company has complied with the organizational 
8.7 	laws in the jurisdiction of its organization.

8.8 	Sec. 16. Minnesota Statutes 2008, section 322B.92, is amended to read:
8.9 	322B.92 AMENDMENTS TO THE CERTIFICATE OF AUTHORITY.
8.10 	If any statement in the application for a certificate of authority by a foreign limited 
8.11 	liability company was false when made or any arrangements or other facts described have 
8.12 	changed, making the application inaccurate in any respect, the foreign limited liability 
8.13 	company shall promptly file with the secretary of state:
8.14 	(1) in the case of a change in its name, a termination or a merger, a certificate
8.15 	statement to that effect authenticated by the proper officer of the state or country under the 
8.16 	laws of which the foreign limited liability company is organized;
8.17 	(2) in the case of a change in the name or address of the registered agent required to 
8.18 	be maintained by section 322B.925, an amendment to the certificate of authority signed by 
8.19 	an authorized person; or  
8.20 	(3) in the case of an election, rescission, or change in the specification of professional 
8.21 	services under section 319B.04, a notice which:  
8.22 	(i) states the election, rescission, or change in specification;
8.23 	(ii) has been approved in accordance with the foreign limited liability company's 
8.24 	generally applicable governing law, as that term is defined in section 319B.02, subdivision 
8.25 	8; and  
8.26 	(iii) has been signed on behalf of the foreign limited liability company.
8.27 	The fee for filing the document is the same as for filing an amendment.

8.28 	Sec. 17. Minnesota Statutes 2008, section 336.9-519, is amended to read:
8.29 	336.9-519 NUMBERING, MAINTAINING, AND INDEXING RECORDS; 
8.30 	COMMUNICATING INFORMATION PROVIDED IN RECORDS.
8.31 	(a)  Filing office duties. For each record filed in a filing office, the filing office shall: 
8.32 	(1) assign a unique number to the filed record;
8.33 	(2) create a record that bears the number assigned to the filed record and the date 
8.34 	and time of filing;
9.1 	(3) maintain the filed record for public inspection; and
9.2 	(4) index the filed record in accordance with subsections (c), (d), and (e).
9.3 	(b)  File number. A file number assigned after July 1, 2001, must include a digit that: 
9.4 	(1) is mathematically derived from or related to the other digits of the file number; 
9.5 	and
9.6 	(2) enables the filing office to detect whether a number communicated as the file 
9.7 	number includes a single-digit or transpositional error.
9.8 	Notwithstanding Minnesota Rules, part 8280.0015, subpart 8, the first four digits of 
9.9 	the number need not reflect the year of filing.
9.10 	(c)  Indexing: general. Except as otherwise provided in subsections (d) and (e), the 
9.11 	filing office shall: 
9.12 	(1) index an initial financing statement according to the name of the debtor and 
9.13 	index all filed records relating to the initial financing statement in a manner that associates 
9.14 	with one another an initial financing statement and all filed records relating to the initial 
9.15 	financing statement; and
9.16 	(2) index a record that provides a name of a debtor which was not previously 
9.17 	provided in the financing statement to which the record relates also according to the 
9.18 	name that was not previously provided.
9.19 	(d)  Indexing: real property-related financing statement. If a financing statement 
9.20 	is filed as a fixture filing or covers as-extracted collateral or timber to be cut, it must be 
9.21 	filed for record and the filing office shall index it: 
9.22 	(1) under the names of the debtor and of each owner of record shown on the 
9.23 	financing statement as if they were the mortgagors under a mortgage of the real property 
9.24 	described; and
9.25 	(2) to the extent that the law of this state provides for indexing of records of 
9.26 	mortgages under the name of the mortgagee, under the name of the secured party as if the 
9.27 	secured party were the mortgagee thereunder, or, if indexing is by description, as if the 
9.28 	financing statement were a record of a mortgage of the real property described.
9.29 	(e)  Indexing: real property-related assignment. If a financing statement is filed 
9.30 	as a fixture filing or covers as-extracted collateral or timber to be cut, the filing office 
9.31 	shall index an assignment filed under section 336.9-514(a) or an amendment filed under 
9.32 	section 336.9-514(b): 
9.33 	(1) under the name of the assignor as grantor; and
9.34 	(2) to the extent that the law of this state provides for indexing a record of the 
9.35 	assignment of a mortgage under the name of the assignee, under the name of the assignee.
10.1 	(f)  Retrieval and association capability. The filing office shall maintain a 
10.2 	capability: 
10.3 	(1) to retrieve a record by the name of the debtor and by the file number assigned to 
10.4 	the initial financing statement to which the record relates; and
10.5 	(2) to associate and retrieve with one another an initial financing statement and each 
10.6 	filed record relating to the initial financing statement.
10.7 	(g)  Removal of debtor's name. The filing office may not remove a debtor's name 
10.8 	from the index until one year after the effectiveness of a financing statement naming the 
10.9 	debtor lapses under section 336.9-515 with respect to all secured parties of record. 
10.10 	(h)  Timeliness of filing office performance. The filing office shall perform the 
10.11 	acts required by subsections (a) through (e) at the time and in the manner prescribed by 
10.12 	filing office rule, but not later than two business days after the filing office receives the 
10.13 	record in question. 
10.14 	(i)  Inapplicability to real property-related filing office. Subsections (b) and (h) do 
10.15 	not apply to a filing office described in section 336.9-501(a)(1). 

10.16 	Sec. 18. Minnesota Statutes 2008, section 336.9-521, is amended to read:
10.17 	336.9-521 UNIFORM FORM OF WRITTEN FINANCING STATEMENT 
10.18 	AND AMENDMENT.
10.19 	(a)  Initial financing statement form. A filing office that accepts written records 
10.20 	may not refuse to accept a written initial financing statement in the form and format 
10.21 	adopted by the National Conference of Commissioners on Uniform State Laws, except for 
10.22 	a reason set forth in section 336.9-516(b). 
10.23 	(b)  Amendment form. A filing office that accepts written records may not refuse to 
10.24 	accept a written amendment of an initial financing statement record in the form and format 
10.25 	adopted by the National Conference of Commissioners on Uniform State Laws, except for 
10.26 	a reason set forth in section 336.9-516(b). 
10.27 	(c) Notwithstanding Minnesota Rules, part 8280.0040, subpart 1, forms adopted by 
10.28 	the International Association of Corporation Administrators are accepted for filing, except 
10.29 	for a reason set forth in section 336.9-516(b).

10.30 	Sec. 19. Minnesota Statutes 2008, section 336.9-525, is amended to read:
10.31 	336.9-525 FEES.
10.32 	(a)  Initial financing statement or other record: general rule. Except as otherwise 
10.33 	provided in subsection (d), the fee for filing and indexing a record under this part is $20. 
11.1 	$5 of the fee collected for each filing made online must be deposited in the uniform 
11.2 	commercial code account.
11.3 	(b)  Number of names. The number of names required to be indexed does not 
11.4 	affect the amount of the fee in subsection (a). 
11.5 	(c)  Response to information request. The fee for responding to a request for 
11.6 	information from the filing office, including for issuing a certificate showing whether there 
11.7 	is on file any financing statement naming a particular debtor and providing images of that 
11.8 	financing statement, if requested, is $20. $5 of the fee collected for each request delivered 
11.9 	online must be deposited in the uniform commercial code account.
11.10 	(d)  Record of mortgage. This section does not require a fee with respect to a record 
11.11 	of a mortgage which is effective as a financing statement filed as a fixture filing or as a 
11.12 	financing statement covering as-extracted collateral or timber to be cut under section 
11.13 	336.9-502(c). However, the recording and satisfaction fees that otherwise would be 
11.14 	applicable to the record of the mortgage apply.

11.15 	Sec. 20. Minnesota Statutes 2008, section 336A.03, subdivision 3, is amended to read:
11.16 		Subd. 3.Signatures. A lien notice must be signed, authorized, or otherwise 
11.17 	authenticated by the lienholder. An effective financing statement must be signed, 
11.18 	authorized, or otherwise authenticated by:
11.19 	(1) the secured party; and
11.20 	(2) the debtor, except that an effective financing statement filed online need not be 
11.21 	signed by the debtor if the secured party obtains the debtor's signature on a paper effective 
11.22 	financing statement for this lien.

11.23 	Sec. 21. Minnesota Statutes 2008, section 545.05, subdivision 1, is amended to read:
11.24 		Subdivision 1. Definitions. (a) As used in this section, a financing statement or 
11.25 	other record filed in the manner provided by sections 336.9-501 to 336.9-531 (Uniform 
11.26 	Commercial Code - Secured Transactions) to perfect a security interest is fraudulent or 
11.27 	otherwise improper if it is filed without the authorization of the obligor, person named as 
11.28 	debtor, or owner of collateral described or indicated in the financing statement or other 
11.29 	record, or by consent of an agent, fiduciary, or other representative of that person or without 
11.30 	the consent of the secured party of record in the case of an amendment or termination.
11.31 	(b) All other financing statements filed in the manner provided by sections 
11.32 	336.9-501 to 336.9-531 to perfect agricultural liens or for purposes outside of the Uniform 
11.33 	Commercial Code - Secured Transactions are also fraudulent or otherwise improper and 
11.34 	subject to this section if there is no statutory or other legal authority therefor.
12.1 	(b) (c) As used in this section, filing office or filing officer refers to the office or 
12.2 	officer where a financing statement or other record is appropriately filed or recorded as 
12.3 	provided by law, including, but not limited to, the county recorder, the secretary of state, 
12.4 	and other related filing officers.

12.5 	Sec. 22. Minnesota Statutes 2008, section 545.05, subdivision 2, is amended to read:
12.6 		Subd. 2. Motion. An obligor, person named as a debtor, or owner of collateral 
12.7 	described or indicated in a financing statement or other record filed under in the manner 
12.8 	provided by sections 336.9-101 to 336.9-709 (Uniform Commercial Code - Secured 
12.9 	Transactions) 336.9-501 to 336.9-531, who has reason to believe that the financing 
12.10 	statement or other record is fraudulent or otherwise improper may complete and file at 
12.11 	any time a motion for judicial review of the effectiveness of the financing statement or 
12.12 	other record. A secured party of record who believes that an amendment or termination 
12.13 	of a financing statement or other record is fraudulent or otherwise improper may also 
12.14 	file a motion. 

12.15 	Sec. 23. Minnesota Statutes 2008, section 545.05, subdivision 4, is amended to read:
12.16 		Subd. 4.Motion form.  The motion must be in substantially the following form:
12.17 	 In Re: A Purported Financing Statement in the district court of            ............. County,  
12.18 	Minnesota, Against [Name of person who filed the financing statement] 
12.19 	MOTION FOR JUDICIAL REVIEW OF A FINANCING STATEMENT FILED UNDER 
12.20 	THE UNIFORM COMMERCIAL CODE - SECURED TRANSACTIONS 
12.21 	 .................................... (name of moving party) files this motion requesting a judicial 
12.22 	determination of the effectiveness of a financing statement or other record filed under in 
12.23 	the manner provided by sections 336.9-501 to 336.9-531 of the Uniform Commercial 
12.24 	Code - Secured Transactions in the office of the ............... (filing office and location) and 
12.25 	in support of the motion provides as follows:
12.26 	I.
12.27 	 ................. (name), the moving party, is the [obligor, person named as a debtor, or 
12.28 	owner of collateral described or indicated in] [secured party of record listed in] a financing 
12.29 	statement or other record filed under in the manner provided in sections 336.9-501 to 
12.30 	336.9-531 of the Uniform Commercial Code.
12.31 	II.
12.32 	 On ............. (date), in the exercise of the filing officer's official duties as .................. 
12.33 	(filing officer's position), the filing officer received and filed or recorded the financing 
12.34 	statement or other record, a copy which is attached, that purports to [perfect a security 
13.1 	interest or agricultural lien against the obligor, person named as debtor, or the owner of 
13.2 	collateral described or indicated in the financing statement or other record] or [amend 
13.3 	or terminate the financing statement in which the moving party is listed as the secured 
13.4 	party of record] or [be for a purpose outside of the Uniform Commercial Code - Secured 
13.5 	Transactions].
13.6 	III.
13.7 	The moving party alleges that the financing statement or other record is fraudulent 
13.8 	or otherwise improper and that this court should declare the financing statement or other 
13.9 	record ineffective.
13.10 	IV.
13.11 	The moving party attests that the assertions in this motion are true and correct.
13.12 	V.
13.13 	The moving party does not request the court to make a finding as to any underlying 
13.14 	claim of the parties involved and acknowledges that this motion does not seek review of 
13.15 	an effective financing statement. The moving party further acknowledges that the moving 
13.16 	party may be subject to sanctions if this motion is determined to be frivolous. The moving 
13.17 	party may be contacted by the respondent at:
13.18 	Mailing Address: (required) 
13.19 	Telephone Number:
13.20 	Facsimile Number: (either facsimile or e-mail contact is required) 
13.21 	E-Mail Address: (either facsimile or e-mail contact is required) 
13.22 	REQUEST FOR RELIEF
13.23 	The moving party requests the court to review the attached documentation and enter 
13.24 	an order finding that the financing statement or other record is ineffective together with 
13.25 	other findings as the court deems appropriate.
13.26 	Respectfully submitted, .......................... (Signature and typed name and address).

13.27 	Sec. 24. Minnesota Statutes 2008, section 545.05, subdivision 7, is amended to read:
13.28 		Subd. 7.Response form. The person listed as [the secured party in] [filing] the 
13.29 	record for which the moving party has requested review may respond to the motion and 
13.30 	accompanying materials to request an actual hearing within 20 days from the mailing by 
13.31 	certified United States mail by the moving party. The form for use by the person listed as 
13.32 	[the secured party in] [filing] the record in question to respond to the motion for judicial 
13.33 	review must be in substantially the following form:
13.34 	In Re: A Purported  Financing Statement in the district court                              of ............. County,   
13.35 	Minnesota, Against [Name of person who filed the financing statement] 
14.1 	RESPONSE TO MOTION FOR JUDICIAL REVIEW OF A FINANCING 
14.2 	STATEMENT FILED UNDER THE UNIFORM COMMERCIAL CODE 
14.3 	- SECURED TRANSACTIONS 
14.4 	 ............................ (name) files this response to a motion requesting a judicial 
14.5 	determination of the effectiveness of a financing statement or other record filed under in 
14.6 	the manner provided by sections 336.9-501 to 336.9-531 of the Uniform Commercial 
14.7 	Code - Secured Transactions in the office of the ............... (filing office and location) and 
14.8 	in support of the motion provides as follows:
14.9 	I.
14.10 	 ................. (name), the respondent, is the person listed as [the secured party in] 
14.11 	[filing] the record for which review has been requested by the moving party.
14.12 	II.
14.13 	On ............. (date), in the exercise of the filing officer's official duties as .................. 
14.14 	(filing officer's position), the filing officer received and filed or recorded the financing 
14.15 	statement or other record, a copy which is attached, that purports to [perfect a security 
14.16 	interest or agricultural lien against] [amend or terminate a record filed by] [be for a purpose 
14.17 	outside of the Uniform Commercial Code - Secured Transactions as to] the moving party.
14.18 	III.
14.19 	Respondent states that the financing statement or other record is not fraudulent 
14.20 	or otherwise improper and that this court should not declare the financing statement or 
14.21 	other record ineffective.
14.22 	IV.
14.23 	Respondent attests that assertions in this response are true and correct.
14.24 	V.
14.25 	Respondent does not request the court to make a finding as to any underlying claim 
14.26 	of the parties involved. Respondent further acknowledges that respondent may be subject 
14.27 	to sanctions if this response is determined to be frivolous.
14.28 	REQUEST FOR RELIEF
14.29 	Respondent requests the court to review the attached documentation, to set a hearing 
14.30 	for no later than five days after the date of this response or as soon after that as the court 
14.31 	shall order and to enter an order finding that the financing statement or other record is 
14.32 	not ineffective together with other findings as the court deems appropriate. Respondent 
14.33 	may be contacted at:
14.34 	 Mailing Address: (required) 
14.35 	 Telephone Number:
14.36 	 Facsimile Number: (either facsimile or e-mail contact is required) 
15.1 	 E-Mail Address: (either facsimile or e-mail contact is required) 
15.2 	 Respectfully submitted, .........................
15.3 	 (Signature and typed name and address).

15.4 	Sec. 25. Minnesota Statutes 2008, section 545.05, subdivision 10, is amended to read:
15.5 		Subd. 10.Hearing. (a) If a hearing is timely requested, the court shall hold that 
15.6 	hearing within five days after the mailing of the response by the respondent or as soon 
15.7 	after that as ordered by the court. After the hearing, the court shall enter appropriate 
15.8 	findings of fact and conclusions of law regarding the financing statement or other record 
15.9 	filed under in the manner provided by sections 336.9-501 to 336.9-531 of the Uniform 
15.10 	Commercial Code. 
15.11 	 (b) If a hearing request under subdivision 7 is not received by the court by the 
15.12 	20th day following the mailing of the original motion, the court's finding may be made 
15.13 	solely on a review of the documentation attached to the motion and without hearing any 
15.14 	testimonial evidence. After that review, which must be conducted no later than five days 
15.15 	after the 20-day period has expired, the court shall enter appropriate findings of fact and 
15.16 	conclusions of law as provided in subdivision 11 regarding the financing statement or 
15.17 	other record filed under in the manner provided by sections 336.9-501 to 336.9-531 of
15.18 	the Uniform Commercial Code. 
15.19 	(c) A copy of the findings of fact and conclusions of law must be sent to the moving 
15.20 	party, the respondent, and the person who filed the financing statement or other record at 
15.21 	the address listed in the motion or response of each person within seven days of the date 
15.22 	that the findings of fact and conclusions of law are issued by the court.
15.23 	(d) In all cases, the moving party shall file or record an attested copy of the findings 
15.24 	of fact and conclusions of law in the filing office in the appropriate class of records in 
15.25 	which the original financing statement or other record was filed or recorded. The filing 
15.26 	officer shall not collect a filing fee for filing a court's finding of fact and conclusion of 
15.27 	law as provided in this section except as specifically directed by the court in its findings 
15.28 	and conclusions. 

15.29 	Sec. 26. Minnesota Statutes 2008, section 545.05, subdivision 11, is amended to read:
15.30 		Subd. 11.Order form; no hearing. The findings of fact and conclusion of law 
15.31 	for an expedited review where no hearing has been requested must be in substantially 
15.32 	the following form:
15.33 	MISCELLANEOUS DOCKET No. ...........
16.1 	In Re: A Purported Financing Statement or Other Record in the district court 
16.2 	of ........................... County,                           Minnesota, Against [Name of person who filed financing 
16.3 	statement] 
16.4 	Judicial Finding of Fact and Conclusion of Law Regarding a Financing Statement 
16.5 	or Other Record Filed Under in the manner provided by sections 336.9-501 to 
16.6 	336.9-531 of the Uniform Commercial Code - Secured Transactions 
16.7 	On the (number) day of (month), (year), in the above entitled and numbered cause, 
16.8 	this court reviewed a motion, verified by affidavit, of (name) and the documentation 
16.9 	attached. The respondent did not respond within the required 20-day period. No testimony 
16.10 	was taken from any party, nor was there any notice of the court's review, the court 
16.11 	having made the determination that a decision could be made solely on review of the 
16.12 	documentation as provided in Minnesota Statutes, section 545.05.
16.13 	The court finds as follows (only an item or subitem checked and initialed is a valid 
16.14 	court ruling):
16.15 	[..] The documentation attached to the motion IS filed or recorded with the 
16.16 	authorization of the obligor, person named as debtor, or owner of collateral described or 
16.17 	indicated in the financing statement or other record, or by consent of an agent, fiduciary, or 
16.18 	other representative of that person, or with the authorization of the secured party of record 
16.19 	in the case of an amendment or termination, and is a legally valid financing statement or 
16.20 	other record under the Uniform Commercial Code - Secured Transactions law of this state.
16.21 	[..] The documentation attached to the motion IS NOT filed or recorded with the 
16.22 	authorization of the obligor, person named as debtor, or owner of collateral described or 
16.23 	indicated in the documentation, or by consent of an agent, fiduciary, or other representative 
16.24 	of that person, or with the authorization of the secured party of record in the case of an 
16.25 	amendment or termination and, IS NOT an effective a legally valid financing statement or 
16.26 	other record under the Uniform Commercial Code - Secured Transactions law of this state.
16.27 	[..] The documentation attached to the motion is filed to perfect an agricultural lien 
16.28 	or for a purpose outside of the Uniform Commercial Code - Secured Transactions and 
16.29 	there IS statutory or other legal authority therefor.
16.30 	[..] The documentation attached to the motion is filed to perfect an agricultural lien 
16.31 	or for a purpose outside of the Uniform Commercial Code - Secured Transactions and 
16.32 	there IS NOT statutory or other legal authority therefor.
16.33 	[..] This court makes no finding as to any underlying claims of the parties involved 
16.34 	and expressly limits its findings of fact and conclusions of law to the review of a 
16.35 	ministerial act. The filing officer shall remove the subject financing statement or other 
16.36 	record so that the record is not reflected in or obtained as a result of any search, standard 
17.1 	or otherwise, conducted of those records, but shall retain them and these findings of fact 
17.2 	and conclusions of law in the filing office for the duration of the period for which they 
17.3 	would have otherwise been filed.
17.4 	SIGNED ON THIS THE ...... DAY of .......
17.5 	............. District Judge 
17.6 	............. District 
17.7 	............. County, Minnesota 

17.8 	Sec. 27. Minnesota Statutes 2008, section 545.05, subdivision 13, is amended to read:
17.9 		Subd. 13.Subsequent motion. If the moving party files a subsequent motion under 
17.10 	this section against a person filing a financing statement or other record that is reviewed 
17.11 	under this section and found to be filed or recorded with the authorization of the obligor, 
17.12 	person named as debtor, or owner of collateral described or indicated in the financing 
17.13 	statement or other record, or by consent of an agent, fiduciary, or other representative of 
17.14 	that person, or with the authorization of the secured party of record in the case of an 
17.15 	amendment or termination legally valid under the Uniform Commercial Code - Secured 
17.16 	Transactions law of this state or under other statutory or legal authority, the court may, in 
17.17 	addition to assessing costs, order other equitable relief against the moving party or enter 
17.18 	other sanctions against the moving party.

17.19 	Sec. 28.  REPEALER.
 17.20 	(a) Minnesota Statutes 2008, sections 5.03; and 308B.121, subdivision 3, are 
17.21 	repealed.
17.22 	(b) Minnesota Rules, part 8280.0470, is repealed.