1.1 A bill for an act
1.2 relating to state government; establishing a process for removing fraudulent business
1.3 filings; authorizing rulemaking; appropriating money; amending Minnesota Statutes
1.4 2024, sections 13.485, subdivision 1, by adding a subdivision; 609.48, subdivision
1.5 1; proposing coding for new law in Minnesota Statutes, chapter 300.
1.6BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
1.7 ARTICLE 1
1.8 MINNESOTA BUSINESS FILING FRAUD PREVENTION ACT
1.9 Section 1. [300.70] CITATION AND DEFINITIONS.
1.10 Subdivision 1.Citation.Sections 300.70 to 300.78 may be cited as the "Minnesota
1.11Business Filing Fraud Prevention Act."
1.12 Subd. 2.Definitions.(a) For purposes of sections 300.70 to 300.78, the following terms
1.13have the meanings given.
1.14 (b) "Complainant" means a person who (1) delivers a declaration of wrongful filing, and
1.15(2) has a connection to the allegedly wrongful filing or the related business.
1.16 (c) "Filer" means the person who has allegedly made a wrongful filing.
1.17 (d) "Office" means the Office of the Secretary of State.
1.18 Sec. 2. [300.71] DECLARATION OF WRONGFUL FILING.
1.19 Subdivision 1.Form and contents of declaration.(a) A complainant may deliver a
1.20declaration of wrongful filing to the office if the complainant believes that a document filed
1.21under chapters 301 to 323A:
1Article 1 Sec. 2.
25-01815 as introduced02/12/25 REVISOR RSI/MI
SENATE
STATE OF MINNESOTA
S.F. No. 1734NINETY-FOURTH SESSION
(SENATE AUTHORS: KLEIN)
OFFICIAL STATUSD-PGDATE
Introduction and first reading02/20/2025
Referred to Judiciary and Public Safety 2.1 (1) was not authorized to be filed; and
2.2 (2) was filed with the intent to: (i) modify the ownership, registered agent, business
2.3address, contact information, or other information of a business on record; or (ii) register a
2.4business using another person's name, address, or identity.
2.5 (b) A declaration of wrongful filing must include:
2.6 (1) the file number of the allegedly wrongful filing;
2.7 (2) the complainant's name, mailing address, and email address;
2.8 (3) whether the complainant is employed by or has an ownership interest in the business
2.9that is the subject of the filing;
2.10 (4) any information or evidence supporting the complainant's allegations under this
2.11section;
2.12 (5) a statement verifying the complainant believes in good faith that the facts stated in
2.13the declaration are true; and
2.14 (6) any other information the office deems necessary.
2.15 (c) The office must provide a form for declarations filed under this section. A complainant
2.16must use the provided form when submitting a declaration of wrongful filing.
2.17 (d) A false material statement of fact in a declaration of wrongful filing or any other
2.18document submitted under sections 300.70 to 300.78 is a violation of section 609.48.
2.19 Subd. 2.Review of declaration.(a) The office must promptly accept or reject a
2.20declaration of wrongful filing.
2.21 (b) The office may reject a declaration of wrongful filing that is incomplete, does not
2.22use the provided form, or the office reasonably believes was delivered with the intent to
2.23harass or defraud the filer. The office may reject a declaration of wrongful filing if the office
2.24has already issued a final order on the filing identified in the declaration.
2.25 Sec. 3. [300.72] NOTICE.
2.26 (a) When the office accepts a declaration of wrongful filing, the office must provide
2.27notice of the declaration to the complainant and the filer. The notice must describe the
2.28allegations made in the declaration and the process used to resolve the allegations. The
2.29notice must prominently state the response timeline in section 300.73 and the consequences
2.30if the filer does not respond. The notice must prominently state that a false statement of
2Article 1 Sec. 3.
25-01815 as introduced02/12/25 REVISOR RSI/MI 3.1material fact in any documents submitted under sections 300.70 to 300.78 is a violation of
3.2section 609.48.
3.3 (b) The office must send the notice by first class mail, postage prepaid, to:
3.4 (1) the complainant at the mailing address provided in the declaration; and
3.5 (2) to the filer at:
3.6 (i) the most recent registered business address associated with the filing named in the
3.7declaration; or
3.8 (ii) if a mailing address for the filer cannot be identified, the notice may be served on
3.9the filer as provided under section 5.25, subdivision 6.
3.10 (c) Notice is deemed received by the complainant and the filer upon mailing.
3.11 (d) If the notice to the filer is returned as undeliverable, the office may deem the filing
3.12fraudulent and immediately issue a final order as provided under section 300.76,
3.13notwithstanding the time period under section 300.73.
3.14 Sec. 4. [300.73] RESPONSE.
3.15 (a) After notice is received, the filer must respond in writing to the allegations in the
3.16declaration. The response must be received by the office within 21 calendar days of receipt
3.17of the notice.
3.18 (b) The filer's response under this section must include any information refuting the
3.19allegations contained in the complainant's declaration.
3.20 Sec. 5. [300.74] PROCEDURE WHEN NO RESPONSE RECEIVED.
3.21 If the filer does not respond within the time period under section 300.73, the office must
3.22deem the filing fraudulent and issue a final order as provided under section 300.76.
3.23 Sec. 6. [300.75] PROCEDURE WHEN RESPONSE RECEIVED.
3.24 Subdivision 1.Preliminary determination.(a) If the filer responds within the period
3.25under section 300.73, the office must further investigate the allegations in the declaration
3.26and information in the response and make a preliminary determination regarding whether
3.27the filing named in the declaration is fraudulent.
3.28 (b) The office may request additional information from the complainant and the filer if
3.29necessary to make the preliminary determination.
3Article 1 Sec. 6.
25-01815 as introduced02/12/25 REVISOR RSI/MI 4.1 Subd. 2.Notice of preliminary determination.The office must send notice of the
4.2preliminary determination to the complainant and the filer in the manner described under
4.3section 300.72. Notice is deemed received in the manner described under section 300.72.
4.4 Subd. 3.Response.After notice is received, the nonprevailing party must respond to
4.5the preliminary determination within ten calendar days with additional information or
4.6evidence in support of the nonprevailing party's position. The prevailing party may send
4.7additional information or evidence within the same time period. The response must be
4.8received by the office within the time period provided under this subdivision.
4.9 Subd. 4.Procedure if no second response is received.If the nonprevailing party does
4.10not respond as required under subdivision 3, the preliminary determination becomes final
4.11and the office must issue a final order under section 300.76.
4.12 Subd. 5.Procedure if second response is received.If the nonprevailing party responds
4.13as required under subdivision 3, the office must consider the additional information provided,
4.14make a final determination regarding whether the filing named in the declaration is fraudulent,
4.15and issue a final order under section 300.76.
4.16 Subd. 6.Factors.When making a preliminary or final determination under this section,
4.17the office may consider various factors, including but not limited to:
4.18 (1) whether the office has previously received declarations of wrongful filing or issued
4.19final orders relating to the business, the filer, or the complainant;
4.20 (2) the previous filing history relating to the business, the filer, or the complainant;
4.21 (3) whether the filer or complainant failed to respond to a request for additional
4.22information; and
4.23 (4) whether the office is able to independently verify the information provided by the
4.24filer or complainant using publicly available information.
4.25 Sec. 7. [300.76] FINAL ORDER.
4.26 Subdivision 1.Filings deemed fraudulent.(a) If the office deems a filing fraudulent
4.27under section 300.74 or 300.75, the office must issue a final order under this subdivision.
4.28The final order must provide the office's rationale for deeming the filing fraudulent.
4.29 (b) When a filing is deemed fraudulent pursuant to a final order under this subdivision,
4.30the filing must be treated for legal purposes as if the filing never existed. In the case of a
4.31business registered using a Minnesota resident's name, address, or identity without the
4.32resident's authorization, the business is deemed dissolved.
4Article 1 Sec. 7.
25-01815 as introduced02/12/25 REVISOR RSI/MI 5.1 (c) When a filing is deemed fraudulent pursuant to a final order, the office must:
5.2 (1) mark the unauthorized filing or the business record as unauthorized or fraudulent;
5.3 (2) redact names and addresses that were used without authorization; and
5.4 (3) retain a copy of the final order.
5.5 (d) In addition to the actions in paragraph (c), the office may:
5.6 (1) disable additional filing functionality on the business entity's record; or
5.7 (2) take other action the office deems necessary to prevent further unauthorized filings,
5.8protect private information, or prevent misuse of unauthorized information.
5.9 Subd. 2.Filings deemed not fraudulent or insufficient evidence.If the office
5.10determines that a filing is not fraudulent or that insufficient information is available to make
5.11a determination, the office must issue a final order stating that the office is not removing
5.12the filing from the database. The final order must provide the office's rationale for
5.13determining that the filing is not fraudulent or that insufficient information is available to
5.14make a determination.
5.15 Sec. 8. [300.77] JUDICIAL REVIEW.
5.16 (a) Any party who is aggrieved by a final order under section 300.76 may appeal the
5.17order to the district court of the Minnesota county where the business that is the subject of
5.18the final order is registered or was registered before the business's dissolution or, if the
5.19business is not registered in Minnesota, to the district court of Ramsey County.
5.20 (b) The aggrieved party must serve a written copy of a notice of appeal upon the office
5.21and any adverse party of record within 30 calendar days after the date the final order was
5.22issued and must also file the original notice and proof of service with the court administrator
5.23of the district court. Service may be made in person or by mail. Service by mail is complete
5.24upon mailing. The court administrator is prohibited from requiring a filing fee for appeals
5.25taken pursuant to this section.
5.26 (c) The office may elect to become a party to the proceedings in the district court.
5.27 (d) The court may order that the office furnish the court and all parties to the proceedings
5.28with a copy of the decision, the filing that is the subject of the decision, and any materials
5.29or information submitted to the office. Any materials provided under this section that are
5.30filed with the court must be done so under restricted access unless the court orders otherwise.
5Article 1 Sec. 8.
25-01815 as introduced02/12/25 REVISOR RSI/MI 6.1 (e) A party may obtain a hearing at a special term of the district court by serving a written
6.2notice of the hearing's time and place at least ten days before the date of the hearing. The
6.3court may consider the matter in or out of chambers, and is prohibited from taking new or
6.4additional evidence unless the court determines that new or additional evidence is necessary
6.5for a more equitable disposition of the appeal.
6.6 (f) A party aggrieved by the order of the district court may appeal the order as in other
6.7civil cases. Costs or disbursements must not be taxed against a party. A filing fee or bond
6.8must not be required of a party.
6.9 Sec. 9. [300.78] CLASSIFICATION OF DATA.
6.10 (a) A document submitted by a complainant or filer under sections 300.70 to 300.78 is
6.11classified as nonpublic or private data on individuals as defined in section 13.02.
6.12 (b) A final order under section 300.76 is public data, but the complainant or filer's
6.13personal contact information is classified as private data on individuals and must be redacted
6.14if contained in the document.
6.15 (c) The unredacted version of a filing deemed fraudulent pursuant to a final order under
6.16section 300.76, subdivision 1, is classified as nonpublic or private data on individuals as
6.17defined in section 13.02. The version of the filing that has been redacted pursuant to section
6.18300.76, subdivision 1, paragraph (c), is classified as public data.
6.19 (d) Notwithstanding paragraphs (a) and (b), the office may communicate data submitted
6.20under sections 300.70 to 300.78:
6.21 (1) to a person or agency if the office determines that access aids a criminal or civil
6.22investigation; or
6.23 (2) if required or authorized by a court order or other state or federal law.
6.24 Sec. 10. RULEMAKING.
6.25 The secretary of state may adopt rules to carry out the provisions of this act.
6.26Notwithstanding section 14.125, no time limit applies to the authority granted under this
6.27section.
6.28 EFFECTIVE DATE.This section is effective the day following final enactment.
6Article 1 Sec. 10.
25-01815 as introduced02/12/25 REVISOR RSI/MI 7.1 Sec. 11. APPROPRIATION.
7.2 $........ in fiscal year 2026 is appropriated from the general fund to the secretary of state
7.3to administer this act. The appropriation is available until June 30, 2027. The amount
7.4appropriated under this section is added to the secretary of state's budget base.
7.5 Sec. 12. EFFECTIVE DATE.
7.6 Sections 1 to 9 are effective for filings made on or after January 1, 2026.
7.7 ARTICLE 2
7.8 DECEPTIVE MAILINGS
7.9 Section 1. [300.80] PROHIBITION ON DECEPTIVE BUSINESS MAILINGS.
7.10 Subdivision 1.Definition.For purposes of this section, "solicitation" means a document
7.11that is sent by a nongovernment third party to a business via email or postal mail and that
7.12purports to:
7.13 (1) notify the business of an operating requirement, including but not limited to filing
7.14documents with or retrieving documents from the Office of the Minnesota Secretary of
7.15State; or
7.16 (2) offer a service that relates to filing documents with, producing documents for, or
7.17reporting information to the Office of the Minnesota Secretary of State.
7.18 Subd. 2.Design and content requirements.(a) A solicitation must:
7.19 (1) include a clear statement indicating that the solicitation is an advertisement and is
7.20not from a government agency. The statement must be placed at the top of a physical
7.21document or the beginning of an electronic communication and must be in at least 24-point
7.22font. All other text in the document must be smaller than the statement required by this
7.23clause;
7.24 (2) provide information indicating where an individual is able to directly file documents
7.25with the secretary of state or retrieve copies of public records;
7.26 (3) disclose the name and physical address of the company sending the solicitation. The
7.27physical address must not be a post office box; and
7.28 (4) for a mailed solicitation, prominently display in capital letters on the envelope or
7.29outer wrapper the words "THIS IS NOT A GOVERNMENT DOCUMENT."
7.30 (b) The overall design and language of a solicitation must not:
7Article 2 Section 1.
25-01815 as introduced02/12/25 REVISOR RSI/MI 8.1 (1) create the impression that the solicitation is an official government notice or document;
8.2 (2) incorporate the Minnesota state seal or other logo or branding of the state or any
8.3state agency; or
8.4 (3) indicate or imply a legal duty to act on the solicitation or a penalty for failure to act
8.5on the solicitation.
8.6 Subd. 3.Penalties.(a) A person who violates this section is guilty of a misdemeanor.
8.7 (b) A violation of this section is a violation of sections 325D.43 to 325D.48.
8.8 ARTICLE 3
8.9 CONFORMING CHANGES
8.10 Section 1. Minnesota Statutes 2024, section 13.485, subdivision 1, is amended to read:
8.11 Subdivision 1.Scope.The sections referred to in subdivisions 3 to 6 7 are codified
8.12outside this chapter. Those sections classify corporation data as other than public, place
8.13restrictions on access to government data, or involve data sharing.
8.14 Sec. 2. Minnesota Statutes 2024, section 13.485, is amended by adding a subdivision to
8.15read:
8.16 Subd. 7.Business fraud investigations.Government data related to investigations under
8.17sections 300.70 to 300.78 are governed by section 300.78.
8.18 Sec. 3. Minnesota Statutes 2024, section 609.48, subdivision 1, is amended to read:
8.19 Subdivision 1.Acts constituting.Whoever makes a false material statement not believing
8.20it to be true in any of the following cases is guilty of perjury and may be sentenced as
8.21provided in subdivision 4:
8.22 (1) in or for an action, hearing or proceeding of any kind in which the statement is
8.23required or authorized by law to be made under oath or affirmation;
8.24 (2) in any writing which is required or authorized by law to be under oath or affirmation;
8.25 (3) in any writing made according to section 358.115;
8.26 (4) in any writing made according to section 358.116; or
8.27 (5) in any writing made according to sections 300.70 to 300.78; or
8.28 (5) (6) in any other case in which the penalties for perjury are imposed by law and no
8.29specific sentence is otherwise provided.
8Article 3 Sec. 3.
25-01815 as introduced02/12/25 REVISOR RSI/MI Page.Ln 1.7MINNESOTA BUSINESS FILING FRAUD PREVENTION ACT.....ARTICLE 1
Page.Ln 7.7DECEPTIVE MAILINGS......................................................................ARTICLE 2
Page.Ln 8.8CONFORMING CHANGES.................................................................ARTICLE 3
1
APPENDIX
Article locations for 25-01815