SF4147
Certain powers removal and reallocation
Legislative Session 94 (2025-2026)
AI Generated Summary
Purpose
This bill changes how corporations (including foreign corporations operating in Minnesota) get and use their powers. It revokes all existing corporate powers and creates a new, restricted set of powers. A key limit is a prohibition on any power to engage in election activity.
Main provisions and what the bill seeks to accomplish
Election activity defined
- Election activity includes: making campaign expenditures, independent expenditures, distributing electioneering communications, contributing or donating (or in-kind contributions) to support or defeat a candidate, political party, ballot question, or related political groups or funds; and efforts to promote or defeat endorsements, nominations, or elections.
- News reporting, commentary, or editorials are not counted as election activity unless the media outlet is owned or controlled by a political party, committee, or candidate.
- The definitions in Chapter 10A apply to this new definition.
Revocation and granting of powers
- The bill intends to revoke all powers, privileges, and capacities previously granted to corporations (and foreign corporations) under Minnesota law and grant a new set of powers with specific limits.
- A corporation will have perpetual duration and can do typical corporate activities (sue, own property, borrow money, invest, donate to charitable causes, pay pensions, form committees, issue stock or other securities, etc.), but only within the limits set by this section.
- The law explicitly states there is a prohibition on any power to engage in election activity (the “Limitation of powers election activity” provision).
Scope of powers and operations
- The new framework covers both for-profit and nonprofit corporations (as applicable in the sections that mirror 302A, 317A, and 322C provisions).
- It lists a broad set of powers, including:
- Property ownership and disposition
- Contracts, mortgages, and borrowing
- Trading in securities and investments
- Donating and supporting public welfare, education, religion, science, charity, civic activities, and related purposes
- Pensions, benefits, and employee programs
- Insurance, corporate seals, bylaws, committees, officers, and employees
- Mergers, dissolutions, and other corporate reorganizations
- Emergency powers during a disaster or emergency
- A corporation may operate anywhere in the world, hold property, and engage in many standard business activities, but only to the extent allowed by the new powers.
Ultra vires and ratification
- The bill includes typical “ultra vires” language (powers cannot invalidate acts unless lack of power is proven in court), but it explicitly excludes election activity from applying this ultra vires rule.
- There are parallel provisions for ratification or validation of defective acts, but again, election activity is not covered by these protections.
Governance and modification of articles/bylaws (for both jurisdictions covered)
- It sets out how articles, bylaws, directors, and shareholder/member voting rules may be modified, subject to the new limitations.
- It preserves standard corporate governance concepts (board meetings, quorum, voting, committees, officer roles) but within the framework of the new grant-and-limit powers.
Significant changes to existing law
- Major shift: All previously granted corporate powers are revoked and replaced with a new, limited framework.
- Explicit prohibition on election activity: No power granted under the act can be used for election-related activities.
- Parallel treatment for different types of corporations: The bill creates mirrored rules for both Minnesota’s nonprofit corporation framework and the for-profit framework, affecting sections like 302A, 317A, and 322C.
- Expanded authority to operate globally: Corporations could conduct business and own property anywhere in the world under the new framework.
- Detailed outline of the specific powers allowed (and not allowed), including powers related to donations, pensions, insurance, mergers, and governance—tied to the new, restricted powers.
How this could affect people and organizations
- Corporate political influence: Because election activity is prohibited, corporations could be limited in political spending and actions that affect elections.
- Compliance burden: Corporations would need to adjust to the new grant-and-limit framework, ensuring their activities stay within the defined powers and avoiding prohibited election activity.
- Governance and operations: While many standard corporate powers remain (ownership, contracts, investments, etc.), they’re now governed by a new statutory structure that may change how bylaws and articles are drafted and modified.
Relevant Terms
Election activity, campaign expenditures, independent expenditures, electioneering communications, endorsement, nomination, ballot question, political party, political committee, inkind contributions, bona fide news story, commentary, editorial, broadcasting station, Minnesota Statutes 302A.011, 302A.165, 317A.011, 317A.111, 322C.0102, limitations, revocation, grant of powers, ultra vires, donor, donations, pensions, employee benefits, committees, bylaws, directors, board, emergency powers, dissolution, merger, contruction, securities, shares, voting, common shares, one class, par value, stipulations for voting, ownership, location of operations.
Past committee meetings
- Judiciary and Public Safety on: March 19, 2026 09:00
- Elections on: March 10, 2026 15:00
Actions
| Date | Chamber | Where | Type | Name | Committee Name |
|---|---|---|---|---|---|
| March 04, 2026 | Senate | Action | Introduction and first reading | ||
| March 04, 2026 | Senate | Action | Referred to | Elections | |
| March 05, 2026 | Senate | Action | Author added | ||
| March 12, 2026 | Senate | Action | Comm report: To pass as amended and re-refer to | Judiciary and Public Safety | |
| March 17, 2026 | Senate | Action | Author added | ||
| March 23, 2026 | Senate | Action | Comm report: To pass as amended and re-refer to | State and Local Government | |
| March 23, 2026 | Senate | Action | Author added |
Citations
[
{
"analysis": {
"added": [
"Adds Subd.10a to define 'Election activity' and its scope (campaign expenditures, independent expenditures, electioneering communications, and related contributions)."
],
"removed": [],
"summary": "Defines Election activity within 302A.011.",
"modified": []
},
"citation": "302A.011",
"subdivision": "Subd.10a"
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Cross-reference to 322C.0102 in the bill's provisions.",
"modified": []
},
"citation": "322C.0102",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Adds or references Subd.3 within 322C.0110 as part of the bill's provisions.",
"modified": []
},
"citation": "322C.0110",
"subdivision": "Subd.3"
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Minnesota Statutes 2025 Supplement: Subd.2 amended to read as Subd.2.",
"modified": []
},
"citation": "302A.111",
"subdivision": "Subd.2"
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Minnesota Statutes 2025 Supplement: Subd.1 amended to read as Subd.1.",
"modified": []
},
"citation": "302A.166",
"subdivision": "Subd.1"
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Repeal references to Minnesota Statutes 2024 section 302A.161 Subdivisions 1-24.",
"modified": []
},
"citation": "302A.161",
"subdivision": "Subds.1-24"
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Minnesota Statutes 2024: Subd.3 of 317A.111 is amended to read as shown in the bill.",
"modified": []
},
"citation": "317A.111",
"subdivision": "Subd.3"
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Adds Subd.7b to 317A.011 defining Election activity for corporate statutes.",
"modified": []
},
"citation": "317A.011",
"subdivision": "Subd.7b"
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Minnesota Statutes 2024: Subd.1 of 317A.165 amended/read as part of the bill.",
"modified": []
},
"citation": "317A.165",
"subdivision": "Subd.1"
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Cited as part of the statutory framework for amendments or governance (no subdivision specified).",
"modified": []
},
"citation": "317A.133",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Cited as part of the corporate powers framework (no subdivision specified).",
"modified": []
},
"citation": "317A.161",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Cited as part of the corporate powers framework (no subdivision specified).",
"modified": []
},
"citation": "317A.162",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Cited for corporate seal provisions used in the bill.",
"modified": []
},
"citation": "317A.163",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for bylaws governance in the bill.",
"modified": []
},
"citation": "317A.181",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for director terms and related governance in the bill.",
"modified": []
},
"citation": "317A.207",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for director compensation or related provisions.",
"modified": []
},
"citation": "317A.211",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for removal procedures of directors or officers in the bill.",
"modified": []
},
"citation": "317A.223",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for filling board vacancies in the bill.",
"modified": []
},
"citation": "317A.227",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for board meeting location and notice provisions.",
"modified": []
},
"citation": "317A.231",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for quorum and board action standards.",
"modified": []
},
"citation": "317A.235",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for written actions without a meeting (board).",
"modified": []
},
"citation": "317A.237",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Subd.2 referenced (committee composition) within the bill.",
"modified": []
},
"citation": "317A.241",
"subdivision": "Subd.2"
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Subd.3 referenced (delegation to subcommittees) within the bill.",
"modified": []
},
"citation": "317A.241",
"subdivision": "Subd.3"
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for duties of president and treasurer until otherwise determined.",
"modified": []
},
"citation": "317A.305",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for removal of officers provisions within the bill.",
"modified": []
},
"citation": "317A.341",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for delegation of duties by officers.",
"modified": []
},
"citation": "317A.351",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for member framework in nonprofits (no subdivision specified).",
"modified": []
},
"citation": "317A.401",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for member voting provisions (section 317A.441).",
"modified": []
},
"citation": "317A.441",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for notice requirements for member meetings.",
"modified": []
},
"citation": "317A.435",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for quorum or notice provisions for members (section 317A.437).",
"modified": []
},
"citation": "317A.437",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for member voting quorum requirements (section 317A.451).",
"modified": []
},
"citation": "317A.451",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for acts via mail ballot or electronic communication (section 317A.455).",
"modified": []
},
"citation": "317A.455",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for indemnification of certain persons (section 317A.521).",
"modified": []
},
"citation": "317A.521",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Sections 333.001 to 333.06 referenced for assumed names permissions.",
"modified": []
},
"citation": "333.001 to 333.06",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for trust-related ownership and investment provisions.",
"modified": []
},
"citation": "501C.0901",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for board authority to issue securities or rights to purchase securities.",
"modified": []
},
"citation": "302A.409",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for preemptive rights of shareholders.",
"modified": []
},
"citation": "302A.413",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for issuance of shares and classes/series considerations.",
"modified": []
},
"citation": "302A.401",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for share consideration and related corporate actions (example footing).",
"modified": []
},
"citation": "302A.552",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for shareholder voting and bylaw amendments in article changes.",
"modified": []
},
"citation": "302A.457",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for shares acquired by the corporation and reissuance rules.",
"modified": []
},
"citation": "302A.553",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for written shareholder actions (general provision).",
"modified": []
},
"citation": "302A.441",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for dissenters' rights related to certain amendments.",
"modified": []
},
"citation": "302A.471",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Federal law cited regarding corporate actions in emergency powers and notices (SEC filings).",
"modified": []
},
"citation": "Securities Exchange Act of 1934, United States Code, Title 15 §78a et seq.",
"subdivision": ""
},
{
"analysis": {
"added": [],
"removed": [],
"summary": "Referenced for loans, guaranties, and sureties related to corporate financial support.",
"modified": []
},
"citation": "317A.501",
"subdivision": ""
}
]Progress through the legislative process
In Committee