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.
S1734-1 1st EngrossmentSF1734 REVISOR RSI
SENATE
STATE OF MINNESOTA
S.F. No. 1734NINETY-FOURTH SESSION
(SENATE AUTHORS: KLEIN and Latz)
OFFICIAL STATUSD-PGDATE
Introduction and first reading46002/20/2025
Referred to Judiciary and Public Safety
Author added Latz77503/13/2025
Comm report: To pass as amended and re-refer to State and Local Government03/24/2025 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, governance, or other information of a business on record; or
2.4(ii) register a business 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 Subd. 3.Nonexclusive remedy.The remedy in sections 300.70 to 300.78 is not exclusive.
2.26An aggrieved party may seek district court action regardless of whether the individual has
2.27initiated or completed the procedure described in these sections.
2.28 Sec. 3. [300.72] NOTICE.
2.29 (a) When the office accepts a declaration of wrongful filing, the office must provide
2.30notice of the declaration to the complainant and the filer. The notice must describe the
2.31allegations made in the declaration and the process used to resolve the allegations. The
2Article 1 Sec. 3.
S1734-1 1st EngrossmentSF1734 REVISOR RSI 3.1notice must prominently state the response timeline in section 300.73 and the consequences
3.2if the filer does not respond. The notice must prominently state that a false statement of
3.3material fact in any documents submitted under sections 300.70 to 300.78 is a violation of
3.4section 609.48.
3.5 (b) The office must send the notice by first class mail, postage prepaid, to:
3.6 (1) the complainant at the mailing address provided in the declaration; and
3.7 (2) to the filer at:
3.8 (i) the most recent registered business address associated with the filing named in the
3.9declaration; or
3.10 (ii) if a mailing address for the filer cannot be identified, the notice may be served on
3.11the filer as provided under section 5.25, subdivision 6.
3.12 (c) Notice is deemed received by the complainant and the filer upon mailing.
3.13 (d) If the notice to the filer is returned as undeliverable, the office may deem the filing
3.14fraudulent and immediately issue a final order as provided under section 300.76,
3.15notwithstanding the time period under section 300.73.
3.16 Sec. 4. [300.73] RESPONSE.
3.17 (a) After notice is received, the filer must respond in writing to the allegations in the
3.18declaration. The response must be received by the office within 21 calendar days of receipt
3.19of the notice.
3.20 (b) The filer's response under this section must include any information refuting the
3.21allegations contained in the complainant's declaration.
3.22 Sec. 5. [300.74] PROCEDURE WHEN NO RESPONSE RECEIVED.
3.23 If the filer does not respond within the time period under section 300.73, the office must
3.24deem the filing fraudulent and issue a final order as provided under section 300.76.
3.25 Sec. 6. [300.75] PROCEDURE WHEN RESPONSE RECEIVED.
3.26 Subdivision 1.Preliminary determination.(a) If the filer responds within the period
3.27under section 300.73, the office must further investigate the allegations in the declaration
3.28and information in the response and make a preliminary determination regarding whether
3.29the filing named in the declaration is fraudulent.
3Article 1 Sec. 6.
S1734-1 1st EngrossmentSF1734 REVISOR RSI 4.1 (b) The office may request additional information from the complainant and the filer if
4.2necessary to make the preliminary determination.
4.3 Subd. 2.Notice of preliminary determination.The office must send notice of the
4.4preliminary determination to the complainant and the filer in the manner described under
4.5section 300.72. Notice is deemed received in the manner described under section 300.72.
4.6 Subd. 3.Response.After notice is received, the nonprevailing party must respond to
4.7the preliminary determination within ten calendar days with additional information or
4.8evidence in support of the nonprevailing party's position. The prevailing party may send
4.9additional information or evidence within the same time period. The response must be
4.10received by the office within the time period provided under this subdivision.
4.11 Subd. 4.Procedure if no second response is received.If the nonprevailing party does
4.12not respond as required under subdivision 3, the preliminary determination becomes final
4.13and the office must issue a final order under section 300.76.
4.14 Subd. 5.Procedure if second response is received.If the nonprevailing party responds
4.15as required under subdivision 3, the office must consider the additional information provided,
4.16make a final determination regarding whether the filing named in the declaration is fraudulent,
4.17and issue a final order under section 300.76.
4.18 Subd. 6.Factors.When making a preliminary or final determination under this section,
4.19the office may consider various factors, including but not limited to:
4.20 (1) whether the office has previously received declarations of wrongful filing or issued
4.21final orders relating to the business, the filer, or the complainant;
4.22 (2) the previous filing history relating to the business, the filer, or the complainant;
4.23 (3) whether the filer or complainant failed to respond to a request for additional
4.24information; and
4.25 (4) whether the office is able to independently verify the information provided by the
4.26filer or complainant using publicly available information.
4.27 Sec. 7. [300.76] FINAL ORDER.
4.28 Subdivision 1.Filings deemed fraudulent.(a) If the office deems a filing fraudulent
4.29under section 300.74 or 300.75, the office must issue a final order under this subdivision.
4.30The final order must provide the office's rationale for deeming the filing fraudulent.
4.31 (b) When a filing is deemed fraudulent pursuant to a final order under this subdivision,
4.32the filing must be treated for legal purposes as if the filing never existed. In the case of a
4Article 1 Sec. 7.
S1734-1 1st EngrossmentSF1734 REVISOR RSI 5.1business registered using a Minnesota resident's name, address, or identity without the
5.2resident's authorization, the business is deemed dissolved.
5.3 (c) When a filing is deemed fraudulent pursuant to a final order, the office must:
5.4 (1) mark the unauthorized filing or the business record as unauthorized or fraudulent;
5.5 (2) redact names and addresses that were used without authorization; and
5.6 (3) retain a copy of the final order.
5.7 (d) In addition to the actions in paragraph (c), the office may:
5.8 (1) disable additional filing functionality on the business entity's record; or
5.9 (2) take other action the office deems necessary to prevent further unauthorized filings,
5.10protect private information, or prevent misuse of unauthorized information.
5.11 Subd. 2.Filings deemed not fraudulent or insufficient evidence.If the office
5.12determines that a filing is not fraudulent or that insufficient information is available to make
5.13a determination, the office must issue a final order stating that the office is not removing
5.14the filing from the database. The final order must provide the office's rationale for
5.15determining that the filing is not fraudulent or that insufficient information is available to
5.16make a determination.
5.17 Sec. 8. [300.77] JUDICIAL REVIEW.
5.18 (a) Any party who is aggrieved by a final order under section 300.76 may appeal the
5.19order to the district court of the Minnesota county where the business that is the subject of
5.20the final order is registered or was registered before the business's dissolution or, if the
5.21business is not registered in Minnesota, to the district court of Ramsey County. The aggrieved
5.22party may also appeal the final order as part of any district court action between the filer
5.23and complainant where the filing at issue is relevant to the issues in the case.
5.24 (b) The aggrieved party must serve a written copy of a notice of appeal upon the office
5.25and any adverse party of record within 30 calendar days after the date the final order was
5.26issued and must also file the original notice and proof of service with the court administrator
5.27of the district court. Service may be made in person or by mail. Service by mail is complete
5.28upon mailing. The court administrator is prohibited from requiring a filing fee for appeals
5.29taken pursuant to this section.
5.30 (c) The office may elect to become a party to the proceedings in the district court.
5Article 1 Sec. 8.
S1734-1 1st EngrossmentSF1734 REVISOR RSI 6.1 (d) The court may order that the office furnish the court and all parties to the proceedings
6.2with a copy of the decision, the filing that is the subject of the decision, and any materials
6.3or information submitted to the office. Any materials provided under this section that are
6.4filed with the court must be done so under restricted access unless the court orders otherwise.
6.5 (e) A party may obtain a hearing at a special term of the district court by serving a written
6.6notice of the hearing's time and place at least ten days before the date of the hearing.
6.7 (f) A party aggrieved by the order of the district court may appeal the order as in other
6.8civil cases. Costs or disbursements must not be taxed against a party. A filing fee or bond
6.9must not be required of a party.
6.10 Sec. 9. [300.78] DATA PRACTICES.
6.11 Subdivision 1.Definitions.For purposes of this section, "nonpublic data" has the meaning
6.12given in section 13.02, subdivision 9, and "private data on individuals" has the meaning
6.13given in section 13.02, subdivision 12.
6.14 Subd. 2.Data classification.Data submitted by a complainant or filer under sections
6.15300.70 to 300.78 is classified as nonpublic data or private data on individuals. A final order
6.16under section 300.76 is public data, subject to the following: the complainant or filer's
6.17personal contact information is classified as private data on individuals. The unredacted
6.18version of a filing deemed fraudulent pursuant to a final order under section 300.76,
6.19subdivision 1, is classified as nonpublic data or private data on individuals. The version of
6.20the filing that has been redacted pursuant to section 300.76, subdivision 1, paragraph (c),
6.21is classified as public data.
6.22 Subd. 3.Dissemination permitted.Notwithstanding subdivision 2, the office may
6.23disseminate data of any classification collected, created, or maintained under sections 300.70
6.24to 300.78:
6.25 (1) to the attorney general to aid the office in the investigation and review of a filing
6.26that is the subject of a declaration of wrongful filing;
6.27 (2) to a person or agency if the office determines that access to the data aids a criminal
6.28or civil investigation; or
6.29 (3) if required or authorized by a court order or other state or federal law.
6Article 1 Sec. 9.
S1734-1 1st EngrossmentSF1734 REVISOR RSI 7.1 Sec. 10. RULEMAKING.
7.2 The secretary of state may adopt rules to carry out the provisions of this act.
7.3Notwithstanding section 14.125, no time limit applies to the authority granted under this
7.4section.
7.5 EFFECTIVE DATE.This section is effective the day following final enactment.
7.6 Sec. 11. APPROPRIATION.
7.7 $........ in fiscal year 2026 is appropriated from the general fund to the secretary of state
7.8to administer this act. The appropriation is available until June 30, 2027. The amount
7.9appropriated under this section is added to the secretary of state's budget base.
7.10 Sec. 12. EFFECTIVE DATE.
7.11 Sections 1 to 9 are effective for filings made on or after January 1, 2026.
7.12 ARTICLE 2
7.13 DECEPTIVE MAILINGS
7.14 Section 1. [300.80] PROHIBITION ON DECEPTIVE BUSINESS MAILINGS.
7.15 Subdivision 1.Definition.For purposes of this section, "solicitation" means a
7.16communication that is sent by a nongovernment third party to a business and that purports
7.17to:
7.18 (1) notify the business of an operating requirement, including but not limited to filing
7.19documents with or retrieving documents from the Office of the Minnesota Secretary of
7.20State; or
7.21 (2) offer a service that relates to filing documents with, producing documents for, or
7.22reporting information to the Office of the Minnesota Secretary of State.
7.23 Subd. 2.Design and content requirements.(a) A solicitation must:
7.24 (1) include a clear statement indicating that the solicitation is an advertisement and is
7.25not from a government agency. The statement must be placed at the top of a physical
7.26document or the beginning of an electronic communication and must be in at least 24-point
7.27font. All other text in the document must be smaller than the statement required by this
7.28clause;
7.29 (2) provide information indicating where an individual is able to directly file documents
7.30with the secretary of state or retrieve copies of public records;
7Article 2 Section 1.
S1734-1 1st EngrossmentSF1734 REVISOR RSI 8.1 (3) disclose the name and physical address of the company sending the solicitation. The
8.2physical address must not be a post office box; and
8.3 (4) for a mailed solicitation, prominently display in capital letters on the envelope or
8.4outer wrapper the words "THIS IS NOT A GOVERNMENT DOCUMENT."
8.5 (b) The overall design and language of a solicitation must not:
8.6 (1) create the impression that the solicitation is an official government notice or document;
8.7 (2) incorporate the Minnesota state seal or other logo or branding of the state or any
8.8state agency; or
8.9 (3) indicate or imply a legal duty to act on the solicitation or a penalty for failure to act
8.10on the solicitation.
8.11 Subd. 3.Penalties.(a) A person who sends a solicitation that does not comply with the
8.12requirements of this section is guilty of a misdemeanor.
8.13 (b) A violation of this section is a violation of sections 325D.43 to 325D.48.
8.14 ARTICLE 3
8.15 CONFORMING CHANGES
8.16 Section 1. Minnesota Statutes 2024, section 13.485, subdivision 1, is amended to read:
8.17 Subdivision 1.Scope.The sections referred to in subdivisions 3 to 6 7 are codified
8.18outside this chapter. Those sections classify corporation data as other than public, place
8.19restrictions on access to government data, or involve data sharing.
8.20 Sec. 2. Minnesota Statutes 2024, section 13.485, is amended by adding a subdivision to
8.21read:
8.22 Subd. 7.Business fraud investigations.Government data related to investigations under
8.23sections 300.70 to 300.78 are governed by section 300.78.
8.24 Sec. 3. Minnesota Statutes 2024, section 609.48, subdivision 1, is amended to read:
8.25 Subdivision 1.Acts constituting.Whoever makes a false material statement not believing
8.26it to be true in any of the following cases is guilty of perjury and may be sentenced as
8.27provided in subdivision 4:
8.28 (1) in or for an action, hearing or proceeding of any kind in which the statement is
8.29required or authorized by law to be made under oath or affirmation;
8Article 3 Sec. 3.
S1734-1 1st EngrossmentSF1734 REVISOR RSI 9.1 (2) in any writing which is required or authorized by law to be under oath or affirmation;
9.2 (3) in any writing made according to section 358.115;
9.3 (4) in any writing made according to section 358.116; or
9.4 (5) in any writing made according to sections 300.70 to 300.78; or
9.5 (5) (6) in any other case in which the penalties for perjury are imposed by law and no
9.6specific sentence is otherwise provided.
9Article 3 Sec. 3.
S1734-1 1st EngrossmentSF1734 REVISOR RSI Page.Ln 1.7MINNESOTA BUSINESS FILING FRAUD PREVENTION ACT.....ARTICLE 1
Page.Ln 7.12DECEPTIVE MAILINGS......................................................................ARTICLE 2
Page.Ln 8.14CONFORMING CHANGES.................................................................ARTICLE 3
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APPENDIX
Article locations for S1734-1