1.1.................... moves to amend H.F. No. 1532 as follows:
1.2Page 1, after line 26 insert:
1.3"EFFECTIVE DATE.This section is effective 30 days after the secretary of state
1.4certifies that the information systems of the Office of the Secretary of State have been
1.5modified to implement this section."
1.6Page 2, line 6, after "filed" insert "or relating to the same assumed name or
1.7trademark filing"
1.8Page 2, line 12, after "notary" insert "or relating to the same assumed name or
1.9trademark filing"
1.10Page 2, line 29, after "business entity" insert "or other filer of an assumed name
1.11or trademark filing"
1.12Page 2, line 31, after "business entity" insert "or other filer of an assumed name
1.13or trademark filing"
1.14Page 3, after line 2 insert:
1.15"EFFECTIVE DATE.This section is effective 30 days after the secretary of state
1.16certifies that the information systems of the Office of the Secretary of State have been
1.17modified to implement this section.

1.18    Sec. 5. [5.35] AUTOMATIC NAME RESERVATION.
1.19Upon the dissolution or termination of the filing of any business entity for failure to
1.20file the annual renewal described in section 5.34, the secretary of state shall automatically
1.21file a name reservation to hold that name on behalf of the dissolved or terminated entity
1.22for a period of one year from the date of the dissolution or termination.
1.23EFFECTIVE DATE.This section is effective 30 days after the secretary of state
1.24certifies that the information systems of the Office of the Secretary of State have been
1.25modified to implement this section."
1.26Page 3, after line 27 insert:

2.1    "Sec. 8. Minnesota Statutes 2008, section 302A.115, subdivision 1, is amended to read:
2.2    Subdivision 1. Requirements; prohibitions. The corporate name:
2.3(a) Shall be in the English language or in any other language expressed in English
2.4letters or characters;
2.5(b) Shall contain the word "corporation," "incorporated," or "limited," or shall
2.6contain an abbreviation of one or more of these words, or the word "company" or the
2.7abbreviation "Co." if that word or abbreviation is not immediately preceded by the word
2.8"and" or the character "&";
2.9(c) Shall not contain a word or phrase that indicates or implies that it is incorporated
2.10for a purpose other than a legal business purpose;
2.11(d) Shall be distinguishable upon the records in the Office of the Secretary of
2.12State from the name of each domestic corporation, limited partnership, limited liability
2.13partnership, and limited liability company, whether profit or nonprofit, and each foreign
2.14corporation, limited partnership, limited liability partnership, and limited liability
2.15company on file, authorized or registered to do business in this state at the time of
2.16filing, whether profit or nonprofit, and each name the right to which is, at the time of
2.17incorporation, reserved as provided for in sections 5.35, 302A.117, 321.0109, 322B.125,
2.18or 333.001 to 333.54, unless there is filed with the articles one of the following:
2.19(1) The written consent of the domestic corporation, limited partnership, limited
2.20liability partnership, or limited liability company, or the foreign corporation, limited
2.21partnership, limited liability partnership, or limited liability company authorized or
2.22registered to do business in this state or the holder of a reserved name or a name filed by
2.23or registered with the secretary of state under sections 333.001 to 333.54 having a name
2.24that is not distinguishable;
2.25(2) A certified copy of a final decree of a court in this state establishing the prior
2.26right of the applicant to the use of the name in this state; or
2.27(3) The applicant's affidavit that the domestic or foreign corporation, limited
2.28partnership, or limited liability company with the name that is not distinguishable has
2.29been incorporated or on file in this state for at least three years prior to the affidavit, if it
2.30is a domestic corporation, limited partnership, or limited liability company, or has been
2.31authorized or registered to do business in this state for at least three years prior to the
2.32affidavit, if it is a foreign corporation, limited partnership, or limited liability company,
2.33or that the holder of a name filed or registered with the secretary of state under sections
2.34333.001 to 333.54 filed or registered that name at least three years prior to the affidavit;
2.35that the domestic or foreign corporation, limited partnership, or limited liability company
2.36or holder has not during the three-year period before the affidavit filed any document with
3.1the secretary of state; that the applicant has mailed written notice to the domestic or
3.2foreign corporation, limited partnership, or limited liability company or the holder of a
3.3name filed or registered with the secretary of state under sections 333.001 to 333.54 by
3.4certified mail, return receipt requested, properly addressed to the registered office of the
3.5domestic or foreign corporation or limited liability company or in care of the agent of the
3.6limited partnership, or the address of the holder of a name filed or registered with the
3.7secretary of state under sections 333.001 to 333.54, shown in the records of the secretary
3.8of state, stating that the applicant intends to use a name that is not distinguishable and the
3.9notice has been returned to the applicant as undeliverable to the addressee domestic or
3.10foreign corporation, limited partnership, limited liability company, or holder of a name
3.11filed or registered with the secretary of state under sections 333.001 to 333.54; that the
3.12applicant, after diligent inquiry, has been unable to find any telephone listing for the
3.13domestic or foreign corporation, limited partnership, or limited liability company with
3.14the name that is not distinguishable in the county in which is located the registered office
3.15of the domestic or foreign corporation, limited partnership, or limited liability company
3.16shown in the records of the secretary of state or has been unable to find any telephone
3.17listing for the holder of a name filed or registered with the secretary of state under sections
3.18333.001 to 333.54 in the county in which is located the address of the holder shown in
3.19the records of the secretary of state; and that the applicant has no knowledge that the
3.20domestic or foreign corporation, limited partnership, limited liability company, or holder
3.21of a name filed or registered with the secretary of state under sections 333.001 to 333.54 is
3.22currently engaged in business in this state.
3.23EFFECTIVE DATE.This section is effective 30 days after the secretary of state
3.24certifies that the information systems of the Office of the Secretary of State have been
3.25modified to implement this section."
3.26Page 4, after line 28 insert:

3.27    "Sec. 13. Minnesota Statutes 2008, section 308A.121, subdivision 1, is amended to
3.28read:
3.29    Subdivision 1. Name. The name of a cooperative must distinguish the cooperative
3.30upon the records in the Office of the Secretary of State from the name of a domestic
3.31corporation, whether profit or nonprofit, or a limited partnership, or a foreign corporation
3.32or a limited partnership authorized or registered to do business in this state, whether
3.33profit or nonprofit, a limited liability company, whether domestic or foreign, a limited
3.34liability partnership, whether domestic or foreign, on file, authorized or registered to do
3.35business in this state at the time of filing or a name the right to which is, at the time of
4.1incorporation, reserved or provided for in sections 5.35, 302A.117, 317A.117, 321.0109,
4.2322B.125 , or 333.001 to 333.54.
4.3EFFECTIVE DATE.This section is effective 30 days after the secretary of state
4.4certifies that the information systems of the Office of the Secretary of State have been
4.5modified to implement this section.

4.6    Sec. 14. Minnesota Statutes 2008, section 308B.211, subdivision 1, is amended to read:
4.7    Subdivision 1. Distinguished name. The name of a cooperative shall distinguish
4.8the cooperative upon the records in the Office of the Secretary of State from the name of a
4.9domestic business entity or a foreign business entity, on file, authorized or registered to do
4.10business in this state at the time of filing, or a name the right to which is, at the time of
4.11organization, reserved or provided for by law.
4.12EFFECTIVE DATE.This section is effective 30 days after the secretary of state
4.13certifies that the information systems of the Office of the Secretary of State have been
4.14modified to implement this section."
4.15Page 5, after line 19 insert:

4.16    "Sec. 15. Minnesota Statutes 2008, section 317A.115, subdivision 2, is amended to
4.17read:
4.18    Subd. 2. Name must be distinguishable. (a) A corporate name must be
4.19distinguishable upon the records in the Office of the Secretary of State from the name of a
4.20domestic corporation or limited partnership, a foreign corporation or limited partnership
4.21authorized or registered to do business in this state, whether profit or nonprofit, a limited
4.22liability company, whether domestic or foreign, on file, authorized to do business in this
4.23state at the time of filing, a limited liability partnership, whether domestic or foreign, or a
4.24name the right to which is, at the time of incorporation, reserved, registered, or provided
4.25for in section 5.35, 317A.117, 302A.117, 321.0109, 322B.125, or sections 333.001 to
4.26333.54 , unless one of the following is filed with the articles:
4.27(1) the written consent of the organization having the name that is not distinguishable;
4.28(2) a certified copy of a final decree of a court in this state establishing the prior right
4.29of the applicant to use its corporate name in this state; or
4.30(3) an affidavit of nonuse of the kind required by section 302A.115, subdivision 1,
4.31paragraph (d), clause (3).
4.32(b) The secretary of state shall determine whether a name is distinguishable from
4.33another name for purposes of this section and section 317A.117.
5.1(c) This subdivision does not affect the right of a corporation existing on January
5.21, 1991, or a foreign corporation authorized to do business in this state on that date, to
5.3use its corporate name.
5.4EFFECTIVE DATE.This section is effective 30 days after the secretary of state
5.5certifies that the information systems of the Office of the Secretary of State have been
5.6modified to implement this section.

5.7    Sec. 16. Minnesota Statutes 2008, section 321.0108, is amended to read:
5.8321.0108 NAME.
5.9(a) The name of a limited partnership may contain the name of any partner.
5.10(b) The name of a limited partnership that is not a limited liability limited partnership
5.11must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP" and may
5.12not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP"
5.13or "L.L.L.P."
5.14(c) Except as provided in section 321.1206(e)(1), the name of a limited liability
5.15limited partnership must contain the phrase "limited liability limited partnership" or the
5.16abbreviation "LLLP" or "L.L.L.P." and must not otherwise contain the abbreviation
5.17"L.P." or "LP."
5.18(d) The limited partnership name shall not contain a word or phrase that indicates or
5.19implies that it is formed for a purpose other than a legal purpose.
5.20(e) The limited partnership name shall be distinguishable upon the records in the
5.21Office of the Secretary of State from the name of each domestic corporation, limited
5.22partnership, limited liability partnership, and limited liability company, whether profit or
5.23nonprofit, and each foreign corporation, limited partnership, limited liability partnership,
5.24and limited liability company on file, authorized or registered to do business in this state
5.25at the time of filing, whether profit or nonprofit, and each name the right to which is, at
5.26the time of formation, reserved as provided for in sections 5.35, 302A.117, 322A.03,
5.27322B.125 , or 333.001 to 333.54, unless there is filed with the certificate of limited
5.28partnership one of the following:
5.29(1) the written consent of the domestic corporation, limited partnership, limited
5.30liability partnership, or limited liability company, or the foreign corporation, limited
5.31partnership, limited liability partnership, or limited liability company authorized or
5.32registered to do business in this state or the holder of a reserved name or a name filed by
5.33or registered with the secretary of state under sections 333.001 to 333.54 having a name
5.34that is not distinguishable;
6.1(2) a certified copy of a final decree of a court in this state establishing the prior right
6.2of the applicant to the use of the name in this state; or
6.3(3) the applicant's affidavit that the corporation, limited partnership, or limited
6.4liability company with the name that is not distinguishable has been incorporated or on file
6.5in this state for at least three years prior to the affidavit, if it is a domestic corporation,
6.6limited partnership, or limited liability company, or has been authorized or registered to
6.7do business in this state for at least three years prior to the affidavit, if it is a foreign
6.8corporation, limited partnership, or limited liability company, or that the holder of a name
6.9filed or registered with the secretary of state under sections 333.001 to 333.54 filed or
6.10registered that name at least three years prior to the affidavit; that the corporation, limited
6.11partnership, or limited liability company or holder has not during the three-year period
6.12before the affidavit filed any document with the secretary of state; that the applicant has
6.13mailed written notice to the corporation, limited partnership, or limited liability company
6.14or the holder of a name filed or registered with the secretary of state under sections
6.15333.001 to 333.54 by certified mail, return receipt requested, properly addressed to the
6.16registered office of the corporation or limited liability company or in care of the agent of
6.17the limited partnership, or the address of the holder of a name filed or registered with the
6.18secretary of state under sections 333.001 to 333.54, shown in the records of the secretary
6.19of state, stating that the applicant intends to use a name that is not distinguishable and the
6.20notice has been returned to the applicant as undeliverable to the addressee corporation,
6.21limited partnership, limited liability company, or holder of a name filed or registered
6.22with the secretary of state under sections 333.001 to 333.54; that the applicant, after
6.23diligent inquiry, has been unable to find any telephone listing for the corporation, limited
6.24partnership, or limited liability company with the name that is not distinguishable in the
6.25county in which is located the registered office of the corporation, limited partnership, or
6.26limited liability company shown in the records of the secretary of state or has been unable
6.27to find any telephone listing for the holder of a name filed or registered with the secretary
6.28of state under sections 333.001 to 333.54 in the county in which is located the address
6.29of the holder shown in the records of the secretary of state; and that the applicant has no
6.30knowledge that the corporation, limited partnership, limited liability company, or holder
6.31of a name filed or registered with the secretary of state under sections 333.001 to 333.54 is
6.32currently engaged in business in this state.
6.33(f) The secretary of state shall determine whether a name is distinguishable from
6.34another name for purposes of this section and section 321.0109.
6.35(g) This section and section 321.0109 do not abrogate or limit the law of unfair
6.36competition or unfair practices; nor sections 333.001 to 333.54; nor the laws of the United
7.1States with respect to the right to acquire and protect copyrights, trade names, trademarks,
7.2service names, service marks, or any other rights to the exclusive use of names or symbols;
7.3nor derogate the common law or the principles of equity.
7.4(h) A limited partnership that is the surviving organization in a merger with one
7.5or more other organizations, or that is formed by the reorganization of one or more
7.6organizations, or that acquires by sale, lease, or other disposition to or exchange with an
7.7organization all or substantially all of the assets of another organization, including its
7.8name, may have the same name as that used in this state by any of the other organizations,
7.9if the other organization whose name is sought to be used was organized under the laws
7.10of, or is authorized to transact business in, this state.
7.11(i) The use of a name by a limited partnership in violation of this section does not
7.12affect or vitiate its existence, but a court in this state may, upon application of the state or
7.13of a person interested or affected, enjoin the limited partnership from doing business under
7.14a name assumed in violation of this section, although its certificate of limited partnership
7.15may have been filed with the secretary of state and a certificate of formation issued.
7.16EFFECTIVE DATE.This section is effective 30 days after the secretary of state
7.17certifies that the information systems of the Office of the Secretary of State have been
7.18modified to implement this section."
7.19Page 7, after line 18 insert:

7.20    "Sec. 21. Minnesota Statutes 2008, section 322B.12, subdivision 1, is amended to read:
7.21    Subdivision 1. Requirements and prohibitions. The limited liability company
7.22name must:
7.23(1) be in the English language or in any other language expressed in English letters
7.24or characters;
7.25(2) contain the words "limited liability company," or must contain the abbreviation
7.26"LLC" or, in the case of an organization formed pursuant to chapter 319B, must meet the
7.27requirements of section 319B.05 applicable to a limited liability company;
7.28(3) not contain the word corporation or incorporated and must not contain the
7.29abbreviation of either or both of these words;
7.30(4) not contain a word or phrase that indicates or implies that it is organized for a
7.31purpose other than a legal business purpose; and
7.32(5) be distinguishable upon the records in the Office of the Secretary of State
7.33from the name of each domestic limited liability company, limited liability partnership,
7.34corporation, and limited partnership, whether profit or nonprofit, and each foreign limited
7.35liability company, limited liability partnership, corporation, and limited partnership on
7.36file, authorized or registered to do business in this state at the time of filing, whether profit
8.1or nonprofit, and each name the right to which is, at the time of organization, reserved as
8.2provided for in sections 5.35, 302A.117, 317A.117, 321.0109, 322B.125, or 333.001 to
8.3333.54 , unless there is filed with the articles of organization one of the following:
8.4(i) the written consent of the domestic limited liability company, limited liability
8.5partnership, corporation, or limited partnership or the foreign limited liability company,
8.6limited liability partnership, corporation, or limited partnership authorized or registered to
8.7do business in this state or the holder of a reserved name or a name filed by or registered
8.8with the secretary of state under sections 333.001 to 333.54 having a name that is not
8.9distinguishable;
8.10(ii) a certified copy of a final decree of a court in this state establishing the prior right
8.11of the applicant to the use of the name in this state; or
8.12(iii) the applicant's affidavit that the domestic or foreign limited liability company,
8.13domestic or foreign corporation, or domestic or foreign limited partnership with the
8.14name that is not distinguishable has been organized, incorporated, or on file in this
8.15state for at least three years prior to the affidavit, if it is a domestic limited liability
8.16company, corporation, or limited partnership, or has been authorized or registered to
8.17do business in this state for at least three years prior to the affidavit, if it is a foreign
8.18limited liability company, corporation, or limited partnership, or that the holder of a name
8.19filed or registered with the secretary of state under sections 333.001 to 333.54 filed
8.20or registered that name at least three years prior to the affidavit, that the domestic or
8.21foreign limited liability company, domestic or foreign corporation, or domestic or foreign
8.22limited partnership or holder has not during the three-year period before the affidavit filed
8.23any document with the secretary of state; that the applicant has mailed written notice
8.24to the domestic or foreign limited liability company, domestic or foreign corporation,
8.25or domestic or foreign limited partnership or the holder of a name filed or registered
8.26with the secretary of state under sections 333.001 to 333.54 by certified mail, return
8.27receipt requested, properly addressed to the registered office of the domestic or foreign
8.28limited liability company or domestic or foreign corporation or in care of the agent of the
8.29domestic or foreign limited partnership, or the address of the holder of a name filed or
8.30registered with the secretary of state under sections 333.001 to 333.54, shown in the
8.31records of the secretary of state, stating that the applicant intends to use a name that is
8.32not distinguishable and the notice has been returned to the applicant as undeliverable to
8.33the addressee of the domestic or foreign limited liability company, domestic or foreign
8.34corporation, or domestic or foreign limited partnership or holder of a name filed or
8.35registered with the secretary of state under sections 333.001 to 333.54; that the applicant,
8.36after diligent inquiry, has been unable to find any telephone listing for the domestic or
9.1foreign limited liability company, domestic or foreign corporation, or domestic or foreign
9.2limited partnership with the name that is not distinguishable in the county in which is
9.3located the registered office of the domestic or foreign limited liability company, domestic
9.4or foreign corporation, or domestic or foreign limited partnership shown in the records of
9.5the secretary of state or has been unable to find any telephone listing for the holder of a
9.6name filed or registered with the secretary of state under sections 333.001 to 333.54
9.7in the county in which is located the address of the holder shown in the records of the
9.8secretary of state; and that the applicant has no knowledge that the domestic or foreign
9.9limited liability company, domestic or foreign corporation, or domestic or foreign limited
9.10partnership or holder of a name filed or registered with the secretary of state under sections
9.11333.001 to 333.54 is currently engaged in business in this state.
9.12EFFECTIVE DATE.This section is effective 30 days after the secretary of state
9.13certifies that the information systems of the Office of the Secretary of State have been
9.14modified to implement this section."
9.15Page 10, line 28, delete "Corporation" and insert "Commercial"
9.16Page 11, after line 22 insert:

9.17    "Sec. 28. Minnesota Statutes 2008, section 336A.09, subdivision 1, is amended to read:
9.18    Subdivision 1. Procedure. (a) Oral and written inquiries regarding information
9.19provided by the filing of effective financing statements or lien notices may be made at any
9.20filing office during regular business hours.
9.21(b) A filing office receiving an oral or written inquiry shall, upon request, provide an
9.22oral or facsimile response to the inquiry and must send a confirmation of the inquiry in
9.23writing by the end of the next business day after the inquiry is received.
9.24(c) A filing office shall maintain a record of inquiries made under this section
9.25including:
9.26(1) the date of the inquiry;
9.27(2) the name of the debtor inquired about; and
9.28(3) identification of the person making the request for inquiry."
9.29Page 11, line 24, strike "Definitions" and insert "Scope"
9.30Page 11, line 25, delete "(" and insert "of the"
9.31Page 11, line 26, delete ")"
9.32Page 13, line 4, delete "or"
9.33Page 13, line 14, strike everything after "involved"
9.34Page 13, line 15, strike everything before the period
9.35Page 16, line 19, delete "is" and insert "IS"
9.36Page 16, line 27, delete "is" and insert "IS"
10.1Page 16, line 30, delete "is filed" and insert "purports"
10.2Page 16, line 31, after "Transactions" insert a comma
10.3Page 17, after line 22 insert:

10.4    "Sec. 37. EFFECTIVE DATE.
10.5Sections 22 to 36 are effective the day after final enactment."
10.6Renumber the sections in sequence and correct the internal references
10.7Amend the title accordingly