1.1 	A bill for an act
1.2 	relating to commerce; modifying and adding various provisions governing financial 
1.3 	institutions, insurance, limited long-term care insurance; Medicare supplement 
1.4 	insurance, and insurance holding company systems; modifying the Minnesota 
1.5 	Business Corporations Act; modifying various provisions implemented or enforced 
1.6 	by the Department of Commerce; authorizing administrative rulemaking; making 
1.7 	technical and conforming changes;amending Minnesota Statutes 2024, sections 
1.8 	41A.09, subdivision 2a; 45.027, subdivisions 1, 2, by adding a subdivision; 45.24; 
1.9 	46A.04; 47.20, subdivisions 2, 4a, 8; 47.77; 53B.61; 55.07, by adding a subdivision; 
1.10 	58B.02, subdivision 8a; 60D.09, by adding a subdivision; 60D.15, subdivisions 
1.11 	4, 7, by adding subdivisions; 60D.16, subdivision 2; 60D.17, subdivision 1; 60D.18, 
1.12 	subdivision 3; 60D.19, subdivision 4, by adding subdivisions; 60D.20, subdivision 
1.13 	1; 60D.217; 60D.22, subdivisions 1, 3, 6, by adding a subdivision; 60D.24, 
1.14 	subdivision 2; 60D.25; 62A.31, subdivisions 1, 1f, 1h, 1p, 1u, 4; 62A.44, 
1.15 	subdivision 2; 62A.65, subdivision 2, by adding a subdivision; 62D.12, subdivisions 
1.16 	2, 2a; 62D.121, subdivision 1; 62Q.73, subdivision 4; 65B.02, subdivision 7; 
1.17 	65B.05; 65B.06, subdivisions 1, 2, 3; 65B.10, subdivision 2; 72A.20, by adding 
1.18 	a subdivision; 80A.66; 80E.12; 82B.19, subdivision 5; 168.27, by adding a 
1.19 	subdivision; 239.761, subdivisions 3, 4, 5, 6; 239.791, subdivision 11; 296A.01, 
1.20 	subdivisions 20, 23, 24; 302A.011, subdivision 41, by adding subdivisions; 
1.21 	302A.111, subdivision 2; 302A.161, by adding a subdivision; 302A.181, by adding 
1.22 	a subdivision; 302A.201, subdivision 1; 302A.237, by adding a subdivision; 
1.23 	302A.361; 302A.461, subdivision 4; 302A.471, subdivisions 1, 3; 302A.611, by 
1.24 	adding a subdivision; 334.01, subdivision 2; 580.07, subdivisions 1, 2; 581.02; 
1.25 	proposing coding for new law in Minnesota Statutes, chapters 60D; 62A; 302A; 
1.26 	325F; repealing Minnesota Statutes 2024, sections 62A.3099, subdivision 18b; 
1.27 	62A.31, subdivision 1w; 65B.10, subdivision 3; 325F.02; 325F.03; 325F.04; 
1.28 	325F.05; 325F.06; 325F.07; Laws 2023, chapter 57, article 2, section 66.
2.1 	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

2.2 	ARTICLE 1
2.3 	FINANCIAL INSTITUTIONS

2.4 	Section 1. Minnesota Statutes 2024, section 46A.04, is amended to read:
2.5 	46A.04 EXCEPTIONS AND EXEMPTIONS.
2.6 	(a) The requirements under section 46A.03, subdivisions 3, paragraph (b); 5, paragraph 
2.7 	(a) (b); 9; and 10, do not apply to financial institutions that maintain customer information 
2.8 	concerning fewer than 5,000 consumers.
2.9 	(b) This chapter does not apply to credit unions or federally insured depository 
2.10 	institutions.

2.11 	Sec. 2. Minnesota Statutes 2024, section 47.20, subdivision 2, is amended to read:
2.12 		Subd. 2.Definitions. For the purposes of this section the terms defined in this subdivision 
2.13 	have the meanings given them:
2.14 	(1) "Actual closing costs" mean reasonable charges for or sums paid for the following, 
2.15 	whether or not retained by the mortgagee or lender:
2.16 	(a) Any insurance premiums including but not limited to premiums for title insurance, 
2.17 	fire and extended coverage insurance, flood insurance, and private mortgage insurance, but 
2.18 	excluding any charges or sums retained by the mortgagee or lender as self-insured retention.
2.19 	(b) Abstracting, title examination and search, and examination of public records.
2.20 	(c) The preparation and recording of any or all documents required by law or custom 
2.21 	for closing a conventional or cooperative apartment loan.
2.22 	(d) Appraisal and survey of real property securing a conventional loan or real property 
2.23 	owned by a cooperative apartment corporation of which a share or shares of stock or a 
2.24 	membership certificate or certificates are to secure a cooperative apartment loan.
2.25 	(e) A single service charge, which includes any consideration, not otherwise specified 
2.26 	herein as an "actual closing cost" paid by the borrower and received and retained by the 
2.27 	lender for or related to the acquisition, making, refinancing or modification of a conventional 
2.28 	or cooperative apartment loan, and also includes any consideration received by the lender 
2.29 	for making a borrower's interest rate commitment or for making a borrower's loan 
2.30 	commitment, whether or not an actual loan follows the commitment. The term service charge 
2.31 	does not include forward commitment fees. The service charge shall not exceed one percent 
3.1 	of the original bona fide principal amount of the conventional or cooperative apartment 
3.2 	loan, except that in the case of a construction loan, the service charge shall not exceed two 
3.3 	percent of the original bona fide principal amount of the loan. That portion of the service 
3.4 	charge imposed because the loan is a construction loan shall be itemized and a copy of the 
3.5 	itemization furnished the borrower. A lender shall not collect from a borrower the additional 
3.6 	one percent service charge permitted for a construction loan if it does not perform the service 
3.7 	for which the charge is imposed or if third parties perform and charge the borrower for the 
3.8 	service for which the lender has imposed the charge. A loan that meets the Federal Qualified 
3.9 	Mortgage standards in Code of Federal Regulations, title 12, section 1026.43(e)(3), is exempt 
3.10 	from the service charge limitations of this section.
3.11 	(f) Charges and fees necessary for or related to the transfer of real or personal property 
3.12 	securing a conventional or cooperative apartment loan or the closing of a conventional or 
3.13 	cooperative apartment loan paid by the borrower and received by any party other than the 
3.14 	lender.
3.15 	(2) "Contract for deed" means an executory contract for the conveyance of real estate, 
3.16 	the original principal amount of which is less than $300,000. A commitment for a contract 
3.17 	for deed shall include an executed purchase agreement or earnest money contract wherein 
3.18 	the seller agrees to finance any part or all of the purchase price by a contract for deed.
3.19 	(3) "Conventional loan" means a loan or advance of credit, other than a loan or advance 
3.20 	of credit made by a credit union or made pursuant to section 334.011, to a noncorporate 
3.21 	borrower in an original principal amount of less than or equal to the conforming loan limit 
3.22 	established by the Federal Housing Finance Agency under the Housing and Recovery Act 
3.23 	of 2018, Public Law 110-289, secured by a mortgage upon real property containing one or 
3.24 	more residential units or upon which at the time the loan is made it is intended that one or 
3.25 	more residential units are to be constructed, and which is not insured or guaranteed by the 
3.26 	secretary of housing and urban development, by the administrator of veterans affairs, or by 
3.27 	the administrator of the Farmers Home Administration, and which is not made pursuant to 
3.28 	the authority granted in subdivision 1, clause (3) or (4). The term mortgage does not include 
3.29 	contracts for deed or installment land contracts.
3.30 	(4) "Cooperative apartment loan" means a loan or advance of credit, other than a loan 
3.31 	or advance of credit made by a credit union or made pursuant to section 334.011, to a 
3.32 	noncorporate borrower in an original principal amount of less than $100,000, secured by a 
3.33 	security interest on a share or shares of stock or a membership certificate or certificates 
3.34 	issued to a stockholder or member by a cooperative apartment corporation, which may be 
3.35 	accompanied by an assignment by way of security of the borrower's interest in the proprietary 
4.1 	lease or occupancy agreement in property issued by the cooperative apartment corporation 
4.2 	and which is not insured or guaranteed by the secretary of housing and urban development, 
4.3 	by the administrator of veterans affairs, or by the administrator of the Farmers Home 
4.4 	Administration.
4.5 	(5) "Cooperative apartment corporation" means a corporation or cooperative organized 
4.6 	under chapter 308A or 317A, the shareholders or members of which are entitled, solely by 
4.7 	reason of their ownership of stock or membership certificates in the corporation or 
4.8 	association, to occupy one or more residential units in a building owned or leased by the 
4.9 	corporation or association.
4.10 	(6) "Forward commitment fee" means a fee or other consideration paid to a lender for 
4.11 	the purpose of securing a binding forward commitment by or through the lender to make 
4.12 	conventional loans to two or more credit worthy purchasers, including future purchasers, 
4.13 	of residential units, or a fee or other consideration paid to a lender for the purpose of securing 
4.14 	a binding forward commitment by or through the lender to make conventional loans to two 
4.15 	or more credit worthy purchasers, including future purchasers, of units to be created out of 
4.16 	existing structures pursuant to chapter 515B, or a fee or other consideration paid to a lender 
4.17 	for the purpose of securing a binding forward commitment by or through the lender to make 
4.18 	cooperative apartment loans to two or more credit worthy purchasers, including future 
4.19 	purchasers, of a share or shares of stock or a membership certificate or certificates in a 
4.20 	cooperative apartment corporation; provided, that the forward commitment rate of interest 
4.21 	does not exceed the maximum lawful rate of interest effective as of the date the forward 
4.22 	commitment is issued by the lender.
4.23 	(7) "Borrower's interest rate commitment" means a binding commitment made by a 
4.24 	lender to a borrower wherein the lender agrees that, if a conventional or cooperative 
4.25 	apartment loan is made following issuance of and pursuant to the commitment, the 
4.26 	conventional or cooperative apartment loan shall be made at a rate of interest not in excess 
4.27 	of the rate of interest agreed to in the commitment, provided that the rate of interest agreed 
4.28 	to in the commitment is not in excess of the maximum lawful rate of interest effective as 
4.29 	of the date the commitment is issued by the lender to the borrower.
4.30 	(8) "Borrower's loan commitment" means a binding commitment made by a lender to a 
4.31 	borrower wherein the lender agrees to make a conventional or cooperative apartment loan 
4.32 	pursuant to the provisions, including the interest rate, of the commitment, provided that the 
4.33 	commitment rate of interest does not exceed the maximum lawful rate of interest effective 
4.34 	as of the date the commitment is issued and the commitment when issued and agreed to 
4.35 	shall constitute a legally binding obligation on the part of the mortgagee or lender to make 
5.1 	a conventional or cooperative apartment loan within a specified time period in the future at 
5.2 	a rate of interest not exceeding the maximum lawful rate of interest effective as of the date 
5.3 	the commitment is issued by the lender to the borrower; provided that a lender who issues 
5.4 	a borrower's loan commitment pursuant to the provisions of a forward commitment is 
5.5 	authorized to issue the borrower's loan commitment at a rate of interest not to exceed the 
5.6 	maximum lawful rate of interest effective as of the date the forward commitment is issued 
5.7 	by the lender.
5.8 	(9) "Finance charge" means the total cost of a conventional or cooperative apartment 
5.9 	loan including extensions or grant of credit regardless of the characterization of the same 
5.10 	and includes interest, finders fees, and other charges levied by a lender directly or indirectly 
5.11 	against the person obtaining the conventional or cooperative apartment loan or against a 
5.12 	seller of real property securing a conventional loan or a seller of a share or shares of stock 
5.13 	or a membership certificate or certificates in a cooperative apartment corporation securing 
5.14 	a cooperative apartment loan, or any other party to the transaction except any actual closing 
5.15 	costs and any forward commitment fee. The finance charges plus the actual closing costs 
5.16 	and any forward commitment fee, charged by a lender shall include all charges made by a 
5.17 	lender other than the principal of the conventional or cooperative apartment loan. The finance 
5.18 	charge, with respect to wraparound mortgages, shall be computed based upon the face 
5.19 	amount of the wraparound mortgage note, which face amount shall consist of the aggregate 
5.20 	of those funds actually advanced by the wraparound lender and the total outstanding principal 
5.21 	balances of the prior note or notes which have been made a part of the wraparound mortgage 
5.22 	note.
5.23 	(10) "Lender" means any person making a conventional or cooperative apartment loan, 
5.24 	or any person arranging financing for a conventional or cooperative apartment loan. The 
5.25 	term also includes the holder or assignee at any time of a conventional or cooperative 
5.26 	apartment loan.
5.27 	(11) "Loan yield" means the annual rate of return obtained by a lender over the term of 
5.28 	a conventional or cooperative apartment loan and shall be computed as the annual percentage 
5.29 	rate as computed in accordance with sections 226.5 (b), (c), and (d) of Regulation Z, Code 
5.30 	of Federal Regulations, title 12, part 226, but using the definition of finance charge provided 
5.31 	for in this subdivision. For purposes of this section, with respect to wraparound mortgages, 
5.32 	the rate of interest or loan yield shall be based upon the principal balance set forth in the 
5.33 	wraparound note and mortgage and shall not include any interest differential or yield 
5.34 	differential between the stated interest rate on the wraparound mortgage and the stated 
6.1 	interest rate on the one or more prior mortgages included in the stated loan amount on a 
6.2 	wraparound note and mortgage.
6.3 	(12) "Person" means an individual, corporation, business trust, partnership or association 
6.4 	or any other legal entity.
6.5 	(13) "Residential unit" means any structure used principally for residential purposes or 
6.6 	any portion thereof, and includes a unit in a common interest community, a nonowner 
6.7 	occupied residence, and any other type of residence regardless of whether the unit is used 
6.8 	as a principal residence, secondary residence, vacation residence, or residence of some other 
6.9 	denomination.
6.10 	(14) "Vendor" means any person or persons who agree to sell real estate and finance 
6.11 	any part or all of the purchase price by a contract for deed. The term also includes the holder 
6.12 	or assignee at any time of the vendor's interest in a contract for deed.

6.13 	Sec. 3. Minnesota Statutes 2024, section 47.20, subdivision 4a, is amended to read:
6.14 		Subd. 4a.Maximum interest rate. (a) No conventional or cooperative apartment loan 
6.15 	or contract for deed shall be made at a rate of interest or loan yield in excess of a maximum 
6.16 	lawful interest rate in an amount equal to the Federal National Mortgage Association posted 
6.17 	yields on 30-year mortgage commitments for delivery within 60 days on standard 
6.18 	conventional fixed-rate mortgages published in the Wall Street Journal for the last business 
6.19 	day of the second preceding month average prime offer rate, as defined in Code of Federal 
6.20 	Regulations, title 12, section 1026.35(a)(2), that applies to a comparable transaction, as 
6.21 	most recently published by the United States Consumer Financial Protection Bureau on the 
6.22 	last date the discounted interest rate for the transaction is set before consummation, plus 
6.23 	four percentage points. If the index is not available, a substitute index may be adopted by 
6.24 	a commissioner order.
6.25 	(b) The maximum lawful interest rate applicable to a cooperative apartment loan or 
6.26 	contract for deed at the time the loan or contract is made is the maximum lawful interest 
6.27 	rate for the term of the cooperative apartment loan or contract for deed. Notwithstanding 
6.28 	the provisions of section 334.01, a cooperative apartment loan or contract for deed may 
6.29 	provide, at the time the loan or contract is made, for the application of specified different 
6.30 	consecutive periodic interest rates to the unpaid principal balance, if no interest rate exceeds 
6.31 	the maximum lawful interest rate applicable to the loan or contract at the time the loan or 
6.32 	contract is made.
7.1 	(c) The maximum interest rate that can be charged on a conventional loan or a contract 
7.2 	for deed, with a duration of ten years or less, for the purchase of real estate described in 
7.3 	section 83.20, subdivisions 11 and 13, is three percentage points above the rate permitted 
7.4 	under paragraph (a) or 15.75 percent per year, whichever is less. This paragraph is effective 
7.5 	August 1, 1992.
7.6 	(d) Contracts for deed executed pursuant to a commitment for a contract for deed, or 
7.7 	conventional or cooperative apartment loans made pursuant to a borrower's interest rate 
7.8 	commitment or made pursuant to a borrower's loan commitment, or made pursuant to a 
7.9 	commitment for conventional or cooperative apartment loans made upon payment of a 
7.10 	forward commitment fee including a borrower's loan commitment issued pursuant to a 
7.11 	forward commitment, which commitment provides for consummation within some future 
7.12 	time following the issuance of the commitment may be consummated pursuant to the 
7.13 	provisions, including the interest rate, of the commitment notwithstanding the fact that the 
7.14 	maximum lawful rate of interest at the time the contract for deed or conventional or 
7.15 	cooperative apartment loan is actually executed or made is less than the commitment rate 
7.16 	of interest, provided the commitment rate of interest does not exceed the maximum lawful 
7.17 	interest rate in effect on the date the commitment was issued. The refinancing of: (1) an 
7.18 	existing conventional or cooperative apartment loan, (2) a loan insured or guaranteed by 
7.19 	the secretary of housing and urban development, the administrator of veterans affairs, or 
7.20 	the administrator of the Farmers Home Administration, or (3) a contract for deed by making 
7.21 	a conventional or cooperative apartment loan is deemed to be a new conventional or 
7.22 	cooperative apartment loan for purposes of determining the maximum lawful rate of interest 
7.23 	under this subdivision. The renegotiation of a conventional or cooperative apartment loan 
7.24 	or a contract for deed is deemed to be a new loan or contract for deed for purposes of 
7.25 	paragraph (b) and for purposes of determining the maximum lawful rate of interest under 
7.26 	this subdivision. A borrower's interest rate commitment or a borrower's loan commitment 
7.27 	is deemed to be issued on the date the commitment is hand delivered by the lender to, or 
7.28 	mailed to the borrower. A forward commitment is deemed to be issued on the date the 
7.29 	forward commitment is hand delivered by the lender to, or mailed to the person paying the 
7.30 	forward commitment fee to the lender, or to any one of them if there should be more than 
7.31 	one. A commitment for a contract for deed is deemed to be issued on the date the commitment 
7.32 	is initially executed by the contract for deed vendor or the vendor's authorized agent.
7.33 	(e) A contract for deed executed pursuant to a commitment for a contract for deed, or a 
7.34 	loan made pursuant to a borrower's interest rate commitment, or made pursuant to a 
7.35 	borrower's loan commitment, or made pursuant to a forward commitment for conventional 
8.1 	or cooperative apartment loans made upon payment of a forward commitment fee including 
8.2 	a borrower's loan commitment issued pursuant to a forward commitment at a rate of interest 
8.3 	not in excess of the rate of interest authorized by this subdivision at the time the commitment 
8.4 	was made continues to be enforceable in accordance with its terms until the indebtedness 
8.5 	is fully satisfied.

8.6 	Sec. 4. Minnesota Statutes 2024, section 47.20, subdivision 8, is amended to read:
8.7 		Subd. 8.Conventional loan provisions. (a) A lender making a conventional loan shall 
8.8 	comply with the following:
8.9 	(1) the promissory note and mortgage evidencing a conventional loan shall be printed 
8.10 	in not less than the equivalent of 8-point type, .075 inch computer type, or elite-size 
8.11 	typewritten numerals, or shall be legibly handwritten.;
8.12 	(2) the mortgage evidencing a conventional loan shall contain a provision whereby the 
8.13 	lender agrees to furnish the borrower with a conformed copy of the promissory note and 
8.14 	mortgage at the time they are executed or within a reasonable time after recordation of the 
8.15 	mortgage.; and
8.16 	(3) the mortgage evidencing a conventional loan shall contain a provision whereby the 
8.17 	lender, if it intends to foreclose, agrees to give the borrower written notice of any default 
8.18 	under the terms or conditions of the promissory note or mortgage, by sending the notice by 
8.19 	certified: (i) first-class mail to the address of the mortgaged property or such other a different
8.20 	address as the borrower may have designated designates in writing to the lender; or (ii) 
8.21 	email or other electronic communication, if agreed to by the lender and the borrower in 
8.22 	writing. The lender need not give the borrower the notice required by this paragraph clause
8.23 	if the default consists of the borrower selling the mortgaged property without the required 
8.24 	consent of the lender.
8.25 	(b) The mortgage shall further provide that the notice under paragraph (a), clause (3),
8.26 	shall contain the following provisions:
8.27 	(a) (1) the nature of the default by the borrower;
8.28 	(b) (2) the action required to cure the default;
8.29 	(c) (3) a date, not less than 30 days from the date the notice is mailed by which the 
8.30 	default must be cured;
9.1 	(d) (4) that failure to cure the default on or before the date specified in the notice may 
9.2 	result in acceleration of the sums secured by the mortgage and sale of the mortgaged 
9.3 	premises;
9.4 	(e) (5) that the borrower has the right to reinstate the mortgage after acceleration; and
9.5 	(f) (6) that the borrower has the right to bring a court action to assert the nonexistence 
9.6 	of a default or any other defense of the borrower to acceleration and sale.

9.7 	Sec. 5. Minnesota Statutes 2024, section 47.77, is amended to read:
9.8 	47.77 TRANSFER OF ACCOUNTS PROHIBITED; NOTICE ON CLOSING.
9.9 	(a) No financial institution shall initiate a transfer of a deposit account to another deposit 
9.10 	account bearing different identification information without sending at least 30 days' prior 
9.11 	notice to at least one of the deposit account holders at the last known address on file with 
9.12 	the financial institution. If the new account is subject to different terms, the financial 
9.13 	institution must obtain the written consent of at least one of the deposit account holders 
9.14 	before the new terms become effective.
9.15 	(b) No financial institution shall initiate a closure of a deposit account without first 
9.16 	sending at least one of the deposit account holders a notice of intent to close the deposit 
9.17 	account. The notice must be sent to the deposit account holder's last known address on file 
9.18 	with the financial institution at least 30 days before the financial institution closes the deposit 
9.19 	account;, except that, if the financial institution has reasonable suspicion to believe that 
9.20 	account is being used in connection with a check-related fraud or other crime or that, funds 
9.21 	will not be available to pay items drawn on the account, or the deposit account holder has 
9.22 	engaged in harassment, as defined in section 609.749, subdivision 2, paragraph (c), toward 
9.23 	financial institution employees or customers, the notice may be sent the same day as the 
9.24 	account is closed.
9.25 	(c) As used in this section, the following terms have the meanings given them. "Deposit 
9.26 	account" means a contract of deposit of funds between a depositor and a financial institution, 
9.27 	and includes a checking account, savings account, certificate of deposit share account, and 
9.28 	other like arrangement. "Financial institution" means any organization authorized to do 
9.29 	business under state or federal laws relating to financial institutions, including, without 
9.30 	limitation, banks and trust companies, savings banks, savings associations, industrial loan 
9.31 	and thrift companies, and credit unions.

10.1 	Sec. 6. Minnesota Statutes 2024, section 53B.61, is amended to read:
10.2 	53B.61 MAINTENANCE OF PERMISSIBLE INVESTMENTS.
10.3 	(a) A licensee must maintain at all times permissible investments that have a market 
10.4 	value computed in accordance with United States generally accepted accounting principles 
10.5 	of not less than the aggregate amount of all of the licensee's outstanding money transmission 
10.6 	obligations.
10.7 	(b) Except for permissible investments enumerated in section 53B.62, paragraph (a)
10.8 	subdivision 1, clause (1), the commissioner may by administrative rule or order, with respect 
10.9 	to any licensee, limit the extent to which a specific investment maintained by a licensee 
10.10 	within a class of permissible investments may be considered a permissible investment, if 
10.11 	the specific investment represents undue risk to customers not reflected in the market value 
10.12 	of investments.
10.13 	(c) Permissible investments, even if commingled with other assets of the licensee, are 
10.14 	held in trust for the benefit of the purchasers and holders of the licensee's outstanding money 
10.15 	transmission obligations in the event of insolvency; the filing of a petition by or against the 
10.16 	licensee under the United States Bankruptcy Code, United States Code, title 11, sections 
10.17 	101 to 110, as amended or recodified from time to time, for bankruptcy or reorganization; 
10.18 	the filing of a petition by or against the licensee for receivership; the commencement of any 
10.19 	other judicial or administrative proceeding for the licensee's dissolution or reorganization; 
10.20 	or in the event of an action by a creditor against the licensee who is not a beneficiary of this 
10.21 	statutory trust. No permissible investments impressed with a trust pursuant to this paragraph 
10.22 	are subject to attachment, levy of execution, or sequestration by order of any court, except 
10.23 	for a beneficiary of the statutory trust.
10.24 	(d) Upon the establishment of a statutory trust in accordance with paragraph (c), or when 
10.25 	any funds are drawn on a letter of credit pursuant to section 53B.62, paragraph (a), clause 
10.26 	(4), the commissioner must notify the applicable regulator of each state in which the licensee 
10.27 	is licensed to engage in money transmission, if any, of the establishment of the trust or the 
10.28 	funds drawn on the letter of credit, as applicable. Notice is deemed satisfied if performed 
10.29 	pursuant to a multistate agreement or through NMLS. Funds drawn on a letter of credit, and 
10.30 	any other permissible investments held in trust for the benefit of the purchasers and holders 
10.31 	of the licensee's outstanding money transmission obligations, are deemed held in trust for 
10.32 	the benefit of the purchasers and holders of the licensee's outstanding money transmission 
10.33 	obligations on a pro rata and equitable basis in accordance with statutes pursuant to which 
10.34 	permissible investments are required to be held in Minnesota and other states, as defined 
11.1 	by a substantially similar statute in the other state. Any statutory trust established under this 
11.2 	section terminates upon extinguishment of all of the licensee's outstanding money 
11.3 	transmission obligations.
11.4 	(e) The commissioner may by rule or by order allow other types of investments that the 
11.5 	commissioner determines are of sufficient liquidity and quality to be a permissible 
11.6 	investment. The commissioner is authorized to participate in efforts with other state regulators 
11.7 	to determine that other types of investments are of sufficient liquidity and quality to be a 
11.8 	permissible investment.

11.9 	Sec. 7. Minnesota Statutes 2024, section 55.07, is amended by adding a subdivision to 
11.10 	read:
11.11 		Subd. 3.Safe deposit lease; automatic renewal. A safe deposit lease may renew 
11.12 	automatically at the end of the lease's term. A consumer may terminate a safe deposit lease 
11.13 	at any time in writing or in any other manner described in the lease.

11.14 	Sec. 8. Minnesota Statutes 2024, section 58B.02, subdivision 8a, is amended to read:
11.15 		Subd. 8a.Lender. "Lender" means an entity engaged in the business of securing, making, 
11.16 	or extending student loans. Lender does not include, to the extent that state regulation is 
11.17 	preempted by federal law:
11.18 	(1) a bank, savings banks, savings and loan association, or credit union;
11.19 	(2) a wholly owned subsidiary of a bank or credit union;
11.20 	(3) an operating subsidiary where each owner is wholly owned by the same bank or 
11.21 	credit union;
11.22 	(4) the United States government, through Title IV of the Higher Education Act of 1965, 
11.23 	as amended, and administered by the United States Department of Education;
11.24 	(5) an agency, instrumentality, or political subdivision of Minnesota;
11.25 	(6) a regulated lender organized under chapter 56, except that a regulated lender must 
11.26 	file the annual report required for lenders under section 58B.03, subdivision 11 10; or
11.27 	(7) a person who is not in the business of making student loans and who makes no more 
11.28 	than three student loans, with the person's own funds, during any 12-month period.

12.1 	Sec. 9. Minnesota Statutes 2024, section 334.01, subdivision 2, is amended to read:
12.2 		Subd. 2.Contracts of $100,000 or more. Notwithstanding any law to the contrary, 
12.3 	except as stated in section 58.137, and with respect to contracts a conventional loan or 
12.4 	contract for deed, section 47.20, subdivision 4a, no limitation on the rate or amount of 
12.5 	interest, points, finance charges, fees, or other charges applies to a loan, mortgage, credit 
12.6 	sale, or advance made under a written contract, signed by the debtor, for the extension of 
12.7 	credit to the debtor in the amount of $100,000 or more, or any written extension and other 
12.8 	written modification of the written contract. The written contract, written extension, and 
12.9 	written modification are exempt from the other provisions of this chapter.

12.10 	Sec. 10. Minnesota Statutes 2024, section 580.07, subdivision 1, is amended to read:
12.11 		Subdivision 1.Postponement by mortgagee. (a) The sale may be postponed, from time 
12.12 	to time, by the party conducting the foreclosure. The party requesting the postponement 
12.13 	must, at the party's expense:
12.14 	(1) publish, only once, a notice of the postponement and the rescheduled date of the sale, 
12.15 	if known, as soon as practicable, in the newspaper in which the notice under section 580.03
12.16 	was published; and
12.17 	(2) send by first class mail to the occupant, postmarked within three business days of 
12.18 	the postponed sale, notice:
12.19 	(i) of the postponement; and
12.20 	(ii) if known, of the rescheduled date of the sale and the date on or before which the 
12.21 	mortgagor must vacate the property if the sheriff's sale is not further postponed, the mortgage 
12.22 	is not reinstated under section 580.30, the property is not redeemed under section 580.23, 
12.23 	or the redemption period is not reduced under section 582.032. The notice must state that 
12.24 	the time to vacate the property is 11:59 p.m. on the specified date.
12.25 	(b) If the rescheduled date of the sale is not known at the time of the initial publication 
12.26 	and notice to the occupant of postponement, the foreclosing party must, at its expense if 
12.27 	and when a new date of sale is scheduled:
12.28 	(1) publish, only once, notice of the rescheduled date of the sale, as soon as practicable, 
12.29 	in the newspaper in which the notice under section 580.03 and the notice of postponement 
12.30 	under paragraph (a) was published; and
12.31 	(2) send by first class mail to the occupant, postmarked within ten days of the rescheduled 
12.32 	sale, notice:
13.1 	(i) of the date of the rescheduled sale; and
13.2 	(ii) of the date on or before which the mortgagor must vacate the property if the mortgage 
13.3 	is not reinstated under section 580.30 or the property redeemed under section 580.23. The 
13.4 	notice must state that the time to vacate the property is 11:59 p.m. on the specified date.
13.5 	(c) The right of a mortgagee to postpone a foreclosure sale under this section applies to 
13.6 	a foreclosure by action taken under chapter 581.

13.7 	EFFECTIVE DATE. This section is effective August 1, 2025, for judicial foreclosures 
13.8 	with the lis pendens recorded on or after the effective date.

13.9 	Sec. 11. Minnesota Statutes 2024, section 580.07, subdivision 2, is amended to read:
13.10 		Subd. 2.Postponement by mortgagor or owner. (a) If all or a part of the property to 
13.11 	be sold is classified as homestead under section 273.124 and contains one to four dwelling 
13.12 	units, the mortgagor or owner may, in the manner provided in this subdivision, postpone 
13.13 	the sale to the first date that is not a Saturday, Sunday, or legal holiday and is:
13.14 	(1) five months after the originally scheduled date of sale if the original redemption 
13.15 	period was six months under section 580.23, subdivision 1; or
13.16 	(2) 11 months after the originally scheduled date of sale if the original redemption period 
13.17 	was 12 months under section 580.23, subdivision 2. To postpone a foreclosure sale pursuant 
13.18 	to this subdivision, at any time after the first publication of the notice of mortgage foreclosure 
13.19 	sale under section 580.03 but at least 15 days prior to the scheduled sale date specified in 
13.20 	that notice, the mortgagor shall: (1) execute a sworn affidavit in the form set forth in 
13.21 	subdivision 3, (2) record the affidavit in the office of each county recorder and registrar of 
13.22 	titles where the mortgage was recorded, and (3) file with the sheriff conducting the sale and 
13.23 	deliver to the attorney foreclosing the mortgage a copy of the recorded affidavit, showing 
13.24 	the date and office in which the affidavit was recorded. Recording of the affidavit and 
13.25 	postponement of the foreclosure sale pursuant to this subdivision shall automatically reduce 
13.26 	the mortgagor's redemption period under section 580.23 to five weeks. The postponement 
13.27 	of a foreclosure sale pursuant to this subdivision does not require any change in the contents 
13.28 	of the notice of sale, service of the notice of sale if the occupant was served with the notice 
13.29 	of sale prior to postponement under this subdivision, or publication of the notice of sale if 
13.30 	publication was commenced prior to postponement under this subdivision, notwithstanding 
13.31 	the service and publication time periods specified in section 580.03, but the sheriff's 
13.32 	certificate of sale shall indicate the actual date of the foreclosure sale and the actual length 
13.33 	of the mortgagor's redemption period. No notice of postponement need be published. An 
14.1 	affidavit complying with subdivision 3 shall be prima facie evidence of the facts stated 
14.2 	therein, and shall be entitled to be recorded. The right to postpone a foreclosure sale pursuant 
14.3 	to this subdivision may be exercised only once, regardless whether the mortgagor reinstates 
14.4 	the mortgage prior to the postponed mortgage foreclosure sale.
14.5 	(b) If the automatic stay under United States Code, title 11, section 362, applies to the 
14.6 	mortgage foreclosure after a mortgagor or owner requests postponement of the sheriff's sale 
14.7 	under this section, then when the automatic stay is no longer applicable, the mortgagor's or 
14.8 	owner's election to shorten the redemption period to five weeks under this section remains 
14.9 	applicable to the mortgage foreclosure.
14.10 	(c) Except for the circumstances set forth in paragraph (b), this section does not reduce 
14.11 	the mortgagor's redemption period under section 580.23 for any subsequent foreclosure of 
14.12 	the mortgage.
14.13 	(d) The right of a mortgagor or owner to postpone a foreclosure sale under this section 
14.14 	applies to a foreclosure by action taken under chapter 581.

14.15 	EFFECTIVE DATE. This section is effective August 1, 2025, for judicial foreclosures 
14.16 	with the lis pendens recorded on or after the effective date.

14.17 	Sec. 12. Minnesota Statutes 2024, section 581.02, is amended to read:
14.18 	581.02 APPLICATION, CERTAIN SECTIONS.
14.19 	(a) The provisions of sections 580.08, 580.09, 580.12, 580.22, 580.25, and 580.27, so 
14.20 	far as they relate to the form of the certificate of sale, shall apply to and govern the 
14.21 	foreclosure of mortgages by action.
14.22 	(b) Section 580.07 applies to actions for the foreclosure of mortgages taken under this 
14.23 	chapter.

14.24 	EFFECTIVE DATE. This section is effective August 1, 2025, for judicial foreclosures 
14.25 	with the lis pendens recorded on or after the effective date.

14.26 	Sec. 13. CERTAIN COMPLIANCE OPTIONAL.
 14.27 	A lender's compliance with Minnesota Statutes, section 47.20, subdivision 8, is optional 
14.28 	with respect to conventional loan mortgage documents dated between August 1, 2024, and 
14.29 	July 31, 2025.

14.30 	EFFECTIVE DATE. This section is effective retroactively from July 31, 2024.

15.1 	ARTICLE 2
15.2 	INSURANCE

15.3 	Section 1. Minnesota Statutes 2024, section 62A.65, subdivision 2, is amended to read:
15.4 		Subd. 2.Guaranteed renewal. No individual health plan may be offered, sold, issued, 
15.5 	or renewed to a Minnesota resident unless the health plan provides that the plan is guaranteed 
15.6 	renewable at a premium rate that does not take into account the claims experience or any 
15.7 	change in the health status of any covered person that occurred after the initial issuance of 
15.8 	the health plan to the person. The premium rate upon renewal must also otherwise comply 
15.9 	with this section. A health carrier must not refuseis prohibited from refusing to renew an
15.10 	a Minnesota resident's individual health plan, except for nonpayment of premiums, fraud, 
15.11 	or misrepresentation. unless:
15.12 	(1) the enrollee has failed to pay premiums in accordance with the health plan's terms, 
15.13 	including any timeliness requirements;
15.14 	(2) the enrollee has performed an act or practice that constitutes fraud or made an 
15.15 	intentional misrepresentation of material fact under the health plan's terms;
15.16 	(3) the enrollee no longer lives in the area where the issuer is authorized to operate;
15.17 	(4) a health carrier discontinues an individual health plan as provided under subdivision 
15.18 	2a; or
15.19 	(5) a health carrier discontinues issuing new individual health plans and refuses to renew 
15.20 	all of the health carrier's existing individual health plans issued in Minnesota as provided 
15.21 	under subdivision 8.

15.22 	Sec. 2. Minnesota Statutes 2024, section 62A.65, is amended by adding a subdivision to 
15.23 	read:
15.24 		Subd. 2a.Discontinuing individual health plan. (a) In order to discontinue a particular 
15.25 	type of individual health plan in Minnesota for purposes of subdivision 2, clause (4), a health 
15.26 	carrier must:
15.27 	(1) provide written notice to the commissioner that approves the individual health plan's 
15.28 	policy forms and filings, in the form and manner approved by the commissioner, regarding 
15.29 	the health carrier's intent to discontinue a particular type of individual health plan in 
15.30 	Minnesota. The notice must be provided no later than May 1 of the year before the date the 
15.31 	individual health plan intends to discontinue the particular type of individual health plan;
16.1 	(2) provide written notice to each individual enrolled in the individual health plan no 
16.2 	later than 90 days before the date the coverage is discontinued;
16.3 	(3) offer each individual covered by the individual health plan that the health carrier 
16.4 	intends to discontinue the option to purchase on a guaranteed-issue basis any other individual 
16.5 	health plan currently offered by the health carrier for individuals in that market; and
16.6 	(4) act uniformly without regard to any factor relating to the health status factor of 
16.7 	covered individuals or dependents of covered individuals who may become eligible for 
16.8 	coverage.
16.9 	(b) The commissioner may disapprove a health carrier discontinuing a particular type 
16.10 	of individual health plan within 60 days after receiving notice under paragraph (a) if the 
16.11 	commissioner determines discontinuing the plan is not in Minnesota policyholders' best 
16.12 	interest. When making the determination under this paragraph, the commissioner may 
16.13 	consider the size of plan enrollment, the availability of comparable individual health plan 
16.14 	options offered by the health carrier in Minnesota, or any other factor the commissioner 
16.15 	deems relevant.
16.16 	(c) A health carrier may appeal the commissioner's determination under paragraph (b) 
16.17 	to disapprove the health carrier's plan to discontinue a particular type of individual health 
16.18 	plan in Minnesota. An appeal under this paragraph is subject to the contested case procedures 
16.19 	under chapter 14 and must be made within 30 days of the date the commissioner makes a 
16.20 	written determination under paragraph (b).

16.21 	Sec. 3. Minnesota Statutes 2024, section 62D.12, subdivision 2, is amended to read:
16.22 		Subd. 2.Coverage cancellation; nonrenewal. No health maintenance organization may 
16.23 	cancel or fail to renew the coverage of an enrollee except for (1) failure to pay the charge 
16.24 	for health care coverage; (2) termination of the health care plan subject to section 62A.65, 
16.25 	subdivisions 2 and 2a; (3) termination of the group plan; (4) enrollee moving out of the area 
16.26 	served, subject to section 62A.17, subdivisions 1 and 6, and section 62D.104; (5) enrollee 
16.27 	moving out of an eligible group, subject to section 62A.17, subdivisions 1 and 6, and section 
16.28 	62D.104; (6) failure to make co-payments required by pay premiums as provided by the 
16.29 	terms of the health care plan, including timeliness requirements; (7) fraud or 
16.30 	misrepresentation by the enrollee with respect to eligibility for coverage or any other material 
16.31 	fact; or (8) other reasons established in rules promulgated by the commissioner of health.

17.1 	Sec. 4. Minnesota Statutes 2024, section 62D.12, subdivision 2a, is amended to read:
17.2 		Subd. 2a.Cancellation or nonrenewal notice. Enrollees shall be given 30 days' notice 
17.3 	of any cancellation or nonrenewal, except that: (1) enrollees in a plan terminated under 
17.4 	section 62A.65, subdivisions 2, clause (4), and 2a, must receive the 90 days' notice required 
17.5 	under section 62A.65, subdivision 2a, paragraph (a), clause (2); and (2) enrollees who are 
17.6 	eligible to receive replacement coverage under section 62D.121, subdivision 1, shall receive 
17.7 	90 days' notice as provided under section 62D.121, subdivision 5.

17.8 	Sec. 5. Minnesota Statutes 2024, section 62D.121, subdivision 1, is amended to read:
17.9 		Subdivision 1.Replacement coverage. When membership of an enrollee who has 
17.10 	individual health coverage is terminated by the health maintenance organization for a reason 
17.11 	other than (a) failure to pay the charge for health care coverage; (b) failure to make 
17.12 	co-payments required by pay premiums as provided by the terms of the health care plan, 
17.13 	including timeliness requirements; (c) enrollee moving out of the area served; or (d) a 
17.14 	materially false statement or misrepresentation by the enrollee in the application for 
17.15 	membership, the health maintenance organization must offer or arrange to offer replacement 
17.16 	coverage, without evidence of insurability, without preexisting condition exclusions, and 
17.17 	without interruption of coverage.

17.18 	Sec. 6. Minnesota Statutes 2024, section 62Q.73, subdivision 4, is amended to read:
17.19 		Subd. 4.Contract. Pursuant to a request for proposal, the commissioner of administration, 
17.20 	in consultation with the commissioners of health and commerce, shall must contract with 
17.21 	at least three organizations more than one organization or business entities entity to provide 
17.22 	independent external reviews of all adverse determinations submitted for external review. 
17.23 	The contract shall must ensure that the fees for services rendered in connection with the 
17.24 	reviews are reasonable.

17.25 	Sec. 7. Minnesota Statutes 2024, section 65B.02, subdivision 7, is amended to read:
17.26 		Subd. 7.Participation ratio. "Participation ratio" means the ratio of the member's 
17.27 	Minnesota premiums, or other measure of business written approved by the commissioner, 
17.28 	in relation to the comparable statewide totals for all members.
17.29 	(1) For private passenger nonfleet automobile insurance coverages the participation ratio 
17.30 	shall be based on voluntary car years written in this state for the calendar year ending 
17.31 	December 31 of the second prior year, as reported by the statistical agent of each member 
17.32 	as private passenger nonfleet exposures.
18.1 	(2) For insurance coverages on all other automobiles, including insurance for fleets, 
18.2 	commercial vehicles, public vehicles and garages, the ratio shall be based on the total 
18.3 	Minnesota gross, direct automobile insurance premiums written, including both policy and 
18.4 	membership fees less return premiums and premiums on policies not taken, without including 
18.5 	reinsurance assumed and without deducting reinsurance ceded, and less the amount of such 
18.6 	premiums reported as received for insurance on private passenger nonfleet vehicles, for the 
18.7 	calendar year ending December 31 of the second prior year.
18.8 	(3) For the purpose of determining each member's responsibility for expenses and 
18.9 	assessments to operate the facility, the ratio shall be based on each member's total Minnesota 
18.10 	car years and gross, direct premiums written, including both policy and membership fees 
18.11 	less return premiums and premiums on policies not taken, without including reinsurance 
18.12 	assumed and without deducting reinsurance ceded, for the calendar year ending December 
18.13 	31 of the second prior year, provided, however, that the preliminary determination of each 
18.14 	member's responsibility for expenses and assessments may use the calendar year ending 
18.15 	December 31 of the third prior year.

18.16 	Sec. 8. Minnesota Statutes 2024, section 65B.05, is amended to read:
18.17 	65B.05 POWER OF FACILITY, GOVERNING COMMITTEE.
18.18 	(a) The facility is authorized to: (1) issue or cause to be issued insurance policies in the 
18.19 	name of the Minnesota automobile insurance plan to applicants for the types of insurance 
18.20 	available under the plan, subject to limits specified in the plan of operation; (2) underwrite 
18.21 	the insurance and adjust and pay losses with respect to the plan; and (3) retain, hire, or 
18.22 	appoint an individual or company to perform a function under clause (1) or (2).
18.23 	(b) The governing committee shall have the power to direct the operation of the facility 
18.24 	in all pursuits consistent with the purposes and terms of sections 65B.01 to 65B.12, including 
18.25 	but not limited to the following:
18.26 	(1) To sue and be suing and being sued in the name of the facility and to assess each 
18.27 	member in accord with its participation ratio to pay any judgment against the facility as an 
18.28 	entity, provided, however, that no judgment against the facility shall create any liabilities 
18.29 	in one or more members disproportionate to their participation ratio or an individual 
18.30 	representing members on the governing committee.;
18.31 	(2) To delegate delegating ministerial duties, to hire hiring a manager, and to contract
18.32 	contracting for goods and services from others.;
19.1 	(3) To assess assessing members on the basis of participation ratios to cover anticipated 
19.2 	costs of operation and administration of the facility.; and
19.3 	(4) To impose imposing limitations on cancellation or nonrenewal by members of 
19.4 	insureds covered pursuant to placement through the facility in addition to the limitations 
19.5 	imposed by chapter 72A and sections 65B.1311 to 65B.21.

19.6 	Sec. 9. Minnesota Statutes 2024, section 65B.06, subdivision 1, is amended to read:
19.7 		Subdivision 1.Distribution of private passenger, nonfleet auto risks. With respect 
19.8 	to private passenger, nonfleet automobiles, the facility shall provide for the equitable 
19.9 	distribution of qualified applicants to members to share premium, losses, costs, and expenses
19.10 	in accordance with the participation ratio or among these insurance companies as selected 
19.11 	under the provisions of the plan of operation.

19.12 	Sec. 10. Minnesota Statutes 2024, section 65B.06, subdivision 2, is amended to read:
19.13 		Subd. 2.Private passenger; nonfleet auto coverage. With respect to private passenger, 
19.14 	nonfleet automobiles, the facility shall provide for the issuance of policies of automobile 
19.15 	insurance by members with coverage as follows:
19.16 	(1) bodily injury liability and property damage liability coverage in the minimum amounts 
19.17 	specified in section 65B.49, subdivision 3;
19.18 	(2) uninsured and underinsured motorist coverages as required by section 65B.49, 
19.19 	subdivisions 3a and 4a;
19.20 	(3) a reasonable selection of higher limits of liability coverage up to $50,000 because 
19.21 	of bodily injury to or death of one person in any one accident and, subject to such limit for 
19.22 	one person, up to $100,000 because of bodily injury to or death of two or more persons in 
19.23 	any one accident, and up to $25,000 because of injury to or destruction of property of others 
19.24 	in any one accident, or higher limits of liability coverage as recommended by the governing 
19.25 	committee and approved by the commissioner;
19.26 	(4) basic economic loss benefits, as required by section 65B.44, and other optional 
19.27 	coverages as recommended by the governing committee and approved by the commissioner; 
19.28 	and
19.29 	(5) automobile physical damage coverage, including coverage of loss by collision, subject 
19.30 	to deductible options.

20.1 	Sec. 11. Minnesota Statutes 2024, section 65B.06, subdivision 3, is amended to read:
20.2 		Subd. 3.Other auto coverage. With respect to all automobiles not included in 
20.3 	subdivisions 1 and 2, the facility shall provide:
20.4 	(1) the minimum limits of coverage required by section 65B.49, subdivisions 2, 3, 3a, 
20.5 	and 4a, or higher limits of liability coverage as recommended by the governing committee 
20.6 	and approved by the commissioner;
20.7 	(2) for the equitable distribution of qualified applicants sharing of premium, losses, 
20.8 	costs, and expenses for this coverage among the members in accord accordance with the 
20.9 	applicable participation ratio, or among these insurance companies as selected under the 
20.10 	provisions of the plan of operation; and
20.11 	(3) for a school district or contractor transporting school children under contract with a 
20.12 	school district, that amount of automobile liability insurance coverage, not to exceed 
20.13 	$1,000,000, required by the school district by resolution or contract, or that portion of such 
20.14 	$1,000,000 of coverage for which the school district or contractor applies and for which it 
20.15 	is eligible under section 65B.10.

20.16 	Sec. 12. Minnesota Statutes 2024, section 65B.10, subdivision 2, is amended to read:
20.17 		Subd. 2.Termination of eligibility. Eligibility for placement through the facility will 
20.18 	terminate if an insured is offered equivalent coverage in the voluntary market at a rate lower 
20.19 	than the facility rate. If the member that is required to provide coverage by the facility makes 
20.20 	such an offer after giving 30 days' advance written notice to the agent of record before 
20.21 	making the offer, the member shall have no further obligation to the agent of record.

20.22 	Sec. 13. Minnesota Statutes 2024, section 72A.20, is amended by adding a subdivision to 
20.23 	read:
20.24 		Subd. 42.Availability of current policy. After an original policy of automobile insurance 
20.25 	under section 65B.14, subdivision 2, or homeowner's insurance under section 65A.27, 
20.26 	subdivision 4, has been issued, an insurer must deliver a copy of the current policy to the 
20.27 	first named insured within 21 days of the date a request for the current policy is received. 
20.28 	The copy may be delivered in paper form, electronically, or via a website link. An insurer 
20.29 	is required to provide a current policy in response to a request under this subdivision once 
20.30 	per policy period.

21.1 	Sec. 14. REPEALER.
 21.2 	Minnesota Statutes 2024, section 65B.10, subdivision 3, is repealed.

21.3 	ARTICLE 3
21.4 	LIMITED LONG-TERM CARE INSURANCE

21.5 	Section 1. [62A.481] LIMITED LONG-TERM CARE INSURANCE.
21.6 		Subdivision 1.Short title. This section may be known and cited as the "Limited 
21.7 	Long-Term Care Insurance Act."
21.8 		Subd. 2.Definitions. (a) For purposes of this section, the following terms have the 
21.9 	meanings given.
21.10 	(b) "Applicant" means:
21.11 	(1) in the case of an individual limited long-term care insurance policy, the person who 
21.12 	seeks to contract for benefits; or
21.13 	(2) in the case of a group limited long-term care insurance policy, the proposed certificate 
21.14 	holder.
21.15 	(c) "Certificate" means a certificate issued under a group limited long-term care insurance 
21.16 	policy that has been delivered or issued for delivery in Minnesota.
21.17 	(d) "Commissioner" means the commissioner of commerce.
21.18 	(e) "Elimination period" means the length of time between meeting the eligibility for 
21.19 	benefit payment and receiving benefit payments from an insurer.
21.20 	(f) "Group limited long-term care insurance" means a limited long-term care insurance 
21.21 	policy that is delivered or issued for delivery in Minnesota and issued to:
21.22 	(1) one or more employers or labor organizations, a trust or the trustees of a fund 
21.23 	established by one or more employers, labor organizations, or a combination of employers 
21.24 	and labor organizations for: (i) employees, former employees, or a combination of employees 
21.25 	or former employees; or (ii) members, former members, or a combination of members or 
21.26 	former members of the labor organizations;
21.27 	(2) a professional, trade, or occupational association for the association's members, 
21.28 	former members, retired members, or a combination of members, former members, or retired 
21.29 	members, if the association:
22.1 	(i) is composed of individuals, all of whom are or were actively engaged in the same 
22.2 	profession, trade, or occupation; and
22.3 	(ii) has been maintained in good faith for purposes other than obtaining insurance;
22.4 	(3) an association, a trust, or the trustees of a fund established, created, or maintained 
22.5 	for the benefit of members of one or more associations. Prior to advertising, marketing, or 
22.6 	offering the policy within Minnesota, the association or associations, or the insurer of the 
22.7 	association or associations, must file evidence with the commissioner that the association 
22.8 	or associations have at the outset:
22.9 	(i) a minimum of 100 persons;
22.10 	(ii) been organized and maintained in good faith for purposes other than obtaining 
22.11 	insurance;
22.12 	(iii) been in active existence for at least one year; and
22.13 	(iv) a constitution and bylaws that provide:
22.14 	(A) the association or associations hold regular meetings not less than annually to further 
22.15 	purposes of the members;
22.16 	(B) except for credit unions, the association or associations collect dues or solicit 
22.17 	contributions from members; and
22.18 	(C) the members have voting privileges and representation on the governing board and 
22.19 	committees.
22.20 	Thirty days after the filing, the association or associations are deemed to satisfy the 
22.21 	organizational requirements unless the commissioner makes a finding that the association 
22.22 	or associations do not satisfy the organizational requirements; or
22.23 	(4) a group other than a group described in clauses (1) to (3), subject to the commissioner 
22.24 	finding that:
22.25 	(i) issuing the policy is not contrary to the public interest;
22.26 	(ii) issuing the policy results in acquisition or administrative economies; and
22.27 	(iii) the policy's benefits are reasonable in relation to the premiums charged.
22.28 	(g) "Limited long-term care insurance" means an insurance policy or rider:
22.29 	(1) issued by: (i) an insurer; (ii) a fraternal benefit society; (iii) a nonprofit health, hospital, 
22.30 	or medical service corporation; (iv) a prepaid health plan; (v) a health maintenance 
23.1 	organization; or (vi) a similar organization, to the extent the organization is authorized to 
23.2 	issue life or health insurance;
23.3 	(2) advertised, marketed, offered, or designed to provide coverage for less than 12 
23.4 	consecutive months for each covered person on an expense-incurred, indemnity, prepaid, 
23.5 	or other basis; and
23.6 	(3) for one or more necessary or medically necessary diagnostic, preventive, therapeutic, 
23.7 	rehabilitative, maintenance, or personal care service provided in a setting other than a 
23.8 	hospital's acute care unit.
23.9 	Limited long-term care insurance includes a policy or rider that provides for payment of 
23.10 	benefits based upon cognitive impairment or the loss of functional capacity. Limited 
23.11 	long-term care insurance does not include an insurance policy that is offered primarily to 
23.12 	provide basic Medicare supplement coverage, basic hospital expense coverage, basic 
23.13 	medical-surgical expense coverage, hospital confinement indemnity coverage, major medical 
23.14 	expense coverage, disability income or related asset-protection coverage, accident-only 
23.15 	coverage, specified disease or specified accident coverage, or limited benefit health coverage.
23.16 	(h) "Policy" means a policy, contract, subscriber agreement, rider, or endorsement 
23.17 	delivered or issued for delivery in Minnesota by an insurer; fraternal benefit society; nonprofit 
23.18 	health, hospital, or medical service corporation; prepaid health plan; health maintenance 
23.19 	organization; or any similar organization.
23.20 	(i) "Waiting period" means the time an insured individual must wait before some or all 
23.21 	of the insured individual's coverage becomes effective.
23.22 		Subd. 3.Scope. (a) This section applies to policies delivered or issued for delivery in 
23.23 	Minnesota on or after January 1, 2026. This section does not supersede an obligation that 
23.24 	an entity subject to this section has to comply with other applicable insurance laws to the 
23.25 	extent the other insurance laws do not conflict with this section, except that laws and 
23.26 	regulations designed and intended to apply to Medicare supplement insurance policies must 
23.27 	not be applied to limited long-term care insurance.
23.28 	(b) Notwithstanding any other provision of this section, a product, policy, certificate, or 
23.29 	rider advertised, marketed, or offered as limited long-term care insurance is subject to this 
23.30 	section.
23.31 		Subd. 4.Group limited long-term care insurance; extra-territorial jurisdiction. Group 
23.32 	limited long-term care insurance coverage must not be offered to a Minnesota resident under 
23.33 	a group policy issued in another state to a group described in subdivision 2, paragraph (f), 
24.1 	clause (4), unless Minnesota or another state having statutory and regulatory limited 
24.2 	long-term care insurance requirements substantially similar to those adopted in Minnesota 
24.3 	makes a determination that the statutory and regulatory limited long-term care insurance 
24.4 	requirements have been met.
24.5 		Subd. 5.Limited long-term care insurance; disclosure and performance 
24.6 	standards. (a) A limited long-term care insurance policy must not:
24.7 	(1) cancel, not renew, or otherwise terminate on the basis of the insured individual's or 
24.8 	certificate holder's age, gender, or deterioration of mental or physical health;
24.9 	(2) contain a provision that establishes a new waiting period in the event existing coverage 
24.10 	is converted to or replaced by a new or other form of coverage within the same company, 
24.11 	except with respect to an increase in benefits voluntarily selected by the insured individual 
24.12 	or group policyholder; or
24.13 	(3) provide coverage for only skilled nursing care or provide significantly more coverage 
24.14 	for skilled nursing care in a facility than coverage provided for lower levels of care.
24.15 	(b) A limited long-term care insurance policy or certificate issued to a group identified 
24.16 	in subdivision 2, paragraph (f), clauses (2) to (4), is prohibited from: (1) using a definition 
24.17 	for preexisting condition that is more restrictive than or excludes a condition for which 
24.18 	medical advice or treatment was recommended by or received from a health care services 
24.19 	provider within the six months preceding the date an insured individual's coverage is 
24.20 	effective; and (2) excluding coverage for a loss or confinement that is the result of a 
24.21 	preexisting condition unless the loss or confinement begins within six months of the date 
24.22 	an insured individual's coverage is effective. The commissioner may extend the limitation 
24.23 	periods established in clauses (1) and (2) with respect to specific age group categories in 
24.24 	specific policy forms upon a finding that the extension is in the public interest. The definition 
24.25 	of preexisting condition required under clause (1) does not prohibit an insurer from using 
24.26 	an application form designed to elicit the complete health history of an applicant and, on 
24.27 	the basis of the applicant's answers on the application, from underwriting in accordance 
24.28 	with that insurer's established underwriting standards. Unless otherwise provided in the 
24.29 	policy or certificate, an insurer is not required to cover a preexisting condition, regardless 
24.30 	of whether the preexisting condition is disclosed on the application, until the waiting period 
24.31 	under clause (2) expires. A limited long-term care insurance policy or certificate is prohibited 
24.32 	from excluding or using waivers or riders of any kind to exclude, limit, or reduce coverage 
24.33 	or benefits for specifically named or described preexisting diseases or physical conditions 
24.34 	beyond the waiting period established in clause (2).
25.1 	(c) A limited long-term care insurance policy must not be delivered or issued for delivery 
25.2 	in Minnesota if the policy conditions eligibility: (1) for any benefits, on a prior hospitalization 
25.3 	requirement; (2) for benefits provided in an institutional care setting, on the receipt of a 
25.4 	higher level of institutional care; or (3) for any benefits other than waiver of premium, 
25.5 	post-confinement, post-acute care, or recuperative benefits, on a prior institutionalization 
25.6 	requirement. A limited long-term care insurance policy, certificate, or rider is prohibited 
25.7 	from conditioning eligibility for noninstitutional benefits on the prior or continuing receipt 
25.8 	of skilled care services.
25.9 	(d) The commissioner may adopt administrative rules that establish loss ratio standards 
25.10 	for limited long-term care insurance policies if a specific reference to limited long-term 
25.11 	care insurance policies is contained in the administrative rule.
25.12 	(e) A limited long-term care insurance applicant has the right to: (1) return the policy, 
25.13 	certificate, or rider to the company or the company's agent or insurance producer within 30 
25.14 	days of the date the policy, certificate, or rider is received; and (2) have the premium refunded 
25.15 	if, after examination of the policy, certificate, or rider, the applicant is not satisfied with the 
25.16 	policy, certificate, or rider for any reason.
25.17 	(f) A limited long-term care insurance policy, certificate, or rider must have a notice 
25.18 	prominently printed on the first page or attached to the policy, certificate, or rider that 
25.19 	includes specific instructions for a limited long-term care insurance applicant to return a 
25.20 	policy, certificate, or rider under paragraph (e). The following statement or a substantially 
25.21 	similar statement must be included with the instructions:
25.22 	"You have 30 days from the date you receive this policy, certificate, or rider to review 
25.23 	and return it to the company if you decide not to keep it. You do not have to tell the company 
25.24 	why you are returning it. If you decide to not keep the policy, certificate, or rider, simply 
25.25 	return it to the company at the company's administrative office, or you may return it to the 
25.26 	agent or insurance producer that you bought it from. You must return the policy, certificate, 
25.27 	or rider within 30 days of the date you first received it. The company must refund the full 
25.28 	amount of any premium paid within 30 days of the date the company receives the returned 
25.29 	policy, certificate, or rider. The premium refund is sent directly to the person who paid it. 
25.30 	A returned policy, certificate, or rider is void, as if it never was issued."
25.31 	This paragraph does not apply to certificates issued pursuant to a policy issued to a group 
25.32 	defined in subdivision 2, paragraph (f), clause (1).
25.33 	(g) A coverage outline must be delivered to a prospective applicant for limited long-term 
25.34 	care insurance at the time an initial solicitation is made, using a means that prominently 
26.1 	directs the recipient's attention to the coverage outline and the coverage outline's purpose. 
26.2 	The commissioner must prescribe: (1) a standard format, including style, arrangement, and 
26.3 	overall appearance; and (2) the content that must be contained on a coverage outline. With 
26.4 	respect to an agent solicitation, the agent must deliver the coverage outline before presenting 
26.5 	an application or enrollment form. With respect to a direct response solicitation, the coverage 
26.6 	outline must be provided in conjunction with an application or enrollment form. Delivery 
26.7 	of a coverage outline is not required for a policy issued to a group defined in subdivision 
26.8 	2, paragraph (f), clause (1), if the information described in paragraph (h) is contained in 
26.9 	other materials relating to enrollment. A copy of the other materials must be made available 
26.10 	to the commissioner upon request.
26.11 	(h) The coverage outline provided under paragraph (g) must include:
26.12 	(1) a description of the principal benefits and coverage provided in the policy;
26.13 	(2) a description of the eligibility triggers for benefits and how the eligibility triggers 
26.14 	are met;
26.15 	(3) a statement identifying the principal exclusions, reductions, and limitations contained 
26.16 	in the policy;
26.17 	(4) a statement describing the terms under which the policy, certificate, or both may be 
26.18 	continued in force or discontinued, including any reservation in the policy of a right to 
26.19 	change premium. A continuation or conversion provision for group coverage must be 
26.20 	specifically described;
26.21 	(5) a statement indicating that coverage outline is a summary only and not an insurance 
26.22 	contract, and that the policy or group master policy contains the governing contractual 
26.23 	provisions;
26.24 	(6) a description of the terms under which the policy or certificate may be returned and 
26.25 	premium refunded;
26.26 	(7) a brief description of the relationship between cost of care and benefits; and
26.27 	(8) a statement that discloses to the policyholder or certificate holder that the policy is 
26.28 	not long-term care insurance.
26.29 	(i) A certificate issued pursuant to a group limited long-term care insurance policy that 
26.30 	is delivered or issued for delivery in Minnesota must include:
26.31 	(1) a description of the principal benefits and coverage provided in the policy;
27.1 	(2) a statement identifying the principal exclusions, reductions, and limitations contained 
27.2 	in the policy; and
27.3 	(3) a statement indicating that the group master policy determines governing contractual 
27.4 	provisions.
27.5 	(j) If an application for a limited long-term care insurance contract or certificate is 
27.6 	approved, the issuer must deliver the contract or certificate of insurance to the applicant no 
27.7 	later than 30 days after the date the application is approved.
27.8 	(k) If a claim under a limited long-term care insurance contract is denied, the issuer 
27.9 	must, within 60 days of the date the policyholder, certificate holder, or a representative of 
27.10 	the policyholder or certificate holder submits a written request:
27.11 	(1) provide a written explanation detailing the reasons for the denial; and
27.12 	(2) make available all information directly related to the denial.
27.13 	(l) A disclosure, statement, or written information and explanation required in this section, 
27.14 	whether in print or electronic form, must accommodate the communication needs of 
27.15 	individuals with disabilities and persons with limited English proficiency, as required by 
27.16 	law.
27.17 		Subd. 6.Incontestability period. (a) An insurer may (1) rescind a limited long-term 
27.18 	care insurance policy or certificate, or (2) deny an otherwise valid limited long-term care 
27.19 	insurance claim, for a policy or certificate that has been in force for less than six months 
27.20 	upon a showing of misrepresentation that is material to the coverage acceptance.
27.21 	(b) An insurer may (1) rescind a limited long-term care insurance policy or certificate, 
27.22 	or (2) deny an otherwise valid limited long-term care insurance claim, for a policy or 
27.23 	certificate that has been in force for at least six months but less than two years upon a 
27.24 	showing of misrepresentation that is both material to the coverage acceptance and that 
27.25 	pertains to the condition for which benefits are sought.
27.26 	(c) A policy or certificate that has been in force for two years is not contestable upon 
27.27 	the grounds of misrepresentation alone. A policy or certificate that has been in force for 
27.28 	two years may be contested only upon a showing that the insured knowingly and intentionally 
27.29 	misrepresented relevant facts relating to the insured individual's health.
27.30 	(d) A limited long-term care insurance policy or certificate may be field issued if 
27.31 	compensation to the field issuer is not based on the number of policies or certificates issued. 
27.32 	For purposes of this paragraph, "field issued" means a policy or certificate issued by a 
27.33 	producer or a third-party administrator (1) pursuant to the underwriting authority granted 
28.1 	to the producer or third-party administrator by an insurer, and (2) using the insurer's 
28.2 	underwriting guidelines.
28.3 	(e) If an insurer paid benefits under the limited long-term care insurance policy or 
28.4 	certificate, the benefit payments are not recoverable by the insurer if the policy or certificate 
28.5 	is rescinded.
28.6 		Subd. 7.Nonforfeiture benefits. (a) A limited long-term care insurance policy may 
28.7 	offer the option to purchase a policy or certificate that includes a nonforfeiture benefit. A 
28.8 	nonforfeiture benefit may be offered in the form of a rider that is attached to the policy. If 
28.9 	the policyholder or certificate holder does not purchase the nonforfeiture benefit, the insurer 
28.10 	must provide a contingent benefit upon lapse that must be available for a specified period 
28.11 	of time after a substantial increase in premium rates, as determined by the commissioner 
28.12 	under paragraph (c).
28.13 	(b) When a group limited long-term care insurance policy is issued, a nonforfeiture 
28.14 	benefit offer must be made to the group policyholder. If the policy is issued as group limited 
28.15 	long-term care insurance, as defined in subdivision 2, paragraph (f), clause (4), to an entity 
28.16 	other than a continuing care retirement community or other similar entity, a nonforfeiture 
28.17 	benefit offer must be made to each proposed certificate holder.
28.18 	(c) The commissioner must adopt administrative rules that specify: (1) the type or types 
28.19 	of nonforfeiture benefits that must be offered as part of limited long-term care insurance 
28.20 	policies and certificates; (2) the standards for nonforfeiture benefits; and (3) requirements 
28.21 	regarding contingent benefit upon lapse, including determining the specified period of time 
28.22 	during which a contingent benefit upon lapse is available and the substantial premium rate 
28.23 	increase that triggers a contingent benefit upon lapse, as described in paragraph (a).
28.24 		Subd. 8.Administrative rulemaking. (a) The commissioner must adopt reasonable 
28.25 	administrative rules to: (1) promote premium adequacy; (2) protect a policyholder in the 
28.26 	event of a substantial rate increase; and (3) establish minimum standards for producer 
28.27 	education, marketing practices, producer compensation, producer testing, independent 
28.28 	review of benefit determinations, penalties, and reporting practices for limited long-term 
28.29 	care insurance.
28.30 	(b) Administrative rules adopted under this section are subject to chapter 14.
28.31 		Subd. 9.Severability. If any provision of this section or the application of the provision 
28.32 	to any person or circumstance is held invalid for any reason, the remainder of the section 
28.33 	and the application of the invalid provision to other persons or circumstances is not affected.
29.1 		Subd. 10.Penalties. In addition to any other penalties provided by the laws of Minnesota, 
29.2 	an insurer or producer that violates any requirement under this section or other law relating 
29.3 	to the regulation of limited long-term care insurance or the marketing of limited long-term 
29.4 	care insurance is subject to a fine of up to three times the amount of commissions paid for 
29.5 	each policy involved in the violation or up to $10,000, whichever is greater.

29.6 	EFFECTIVE DATE. This section is effective January 1, 2026.

29.7 	ARTICLE 4
29.8 	MEDICARE SUPPLEMENT INSURANCE

29.9 	Section 1. Minnesota Statutes 2024, section 62A.31, subdivision 1, is amended to read:
29.10 		Subdivision 1.Policy requirements. No individual or group policy, certificate, subscriber 
29.11 	contract issued by a health service plan corporation regulated under chapter 62C, or other 
29.12 	evidence of accident and health insurance the effect or purpose of which is to supplement 
29.13 	Medicare coverage, including to supplement coverage under Medicare Advantage plans 
29.14 	established under Medicare Part C, issued or delivered in this state or offered to a resident 
29.15 	of this state shall be sold or issued to an individual covered by Medicare unless the 
29.16 	requirements in subdivisions 1a to 1w 1v are met.

29.17 	Sec. 2. Minnesota Statutes 2024, section 62A.31, subdivision 1f, is amended to read:
29.18 		Subd. 1f.Suspension based on entitlement to medical assistance. (a) The policy or 
29.19 	certificate must provide that benefits and premiums under the policy or certificate shall be 
29.20 	suspended for any period that may be provided by federal regulation at the request of the 
29.21 	policyholder or certificate holder for the period, not to exceed 24 months, in which the 
29.22 	policyholder or certificate holder has applied for and is determined to be entitled to medical 
29.23 	assistance under title XIX of the Social Security Act, but only if the policyholder or certificate 
29.24 	holder notifies the issuer of the policy or certificate within 90 days after the date the 
29.25 	individual becomes entitled to this assistance.
29.26 	(b) If suspension occurs and if the policyholder or certificate holder loses entitlement 
29.27 	to this medical assistance, the policy or certificate shall be automatically reinstated, effective 
29.28 	as of the date of termination of this entitlement, if the policyholder or certificate holder 
29.29 	provides notice of loss of the entitlement within 90 days after the date of the loss and pays 
29.30 	the premium attributable to the period, effective as of the date of termination of entitlement.
29.31 	(c) The policy must provide that upon reinstatement (1) there is no additional waiting 
29.32 	period with respect to treatment of preexisting conditions, (2) coverage is provided which 
30.1 	is substantially equivalent to coverage in effect before the date of the suspension. If the 
30.2 	suspended policy provided coverage for outpatient prescription drugs, reinstitution of the 
30.3 	policy for Medicare Part D enrollees must be without coverage for outpatient prescription 
30.4 	drugs and must otherwise provide coverage substantially equivalent to the coverage in effect 
30.5 	before the date of suspension, and (3) premiums are classified on terms that are at least as 
30.6 	favorable to the policyholder or certificate holder as the premium classification terms that 
30.7 	would have applied to the policyholder or certificate holder had coverage not been suspended.

30.8 	Sec. 3. Minnesota Statutes 2024, section 62A.31, subdivision 1h, is amended to read:
30.9 		Subd. 1h.Limitations on denials, conditions, and pricing of coverage. No health 
30.10 	carrier issuing Medicare-related coverage in this state may impose preexisting condition 
30.11 	limitations or otherwise deny or condition the issuance or effectiveness of any such coverage 
30.12 	available for sale in this state, nor may it discriminate in the pricing of such coverage, 
30.13 	because of the health status, claims experience, receipt of health care, medical condition, 
30.14 	or age of an applicant where an application for such coverage is submitted: (1) prior to or 
30.15 	during the six-month period beginning with the first day of the month in which an individual 
30.16 	first enrolled for benefits under Medicare Part B; or (2) during the open enrollment period. 
30.17 	This subdivision applies to each Medicare-related coverage offered by a health carrier 
30.18 	regardless of whether the individual has attained the age of 65 years. If an individual who 
30.19 	is enrolled in Medicare Part B due to disability status is involuntarily disenrolled due to loss 
30.20 	of disability status, the individual is eligible for another six-month enrollment period provided 
30.21 	under this subdivision beginning the first day of the month in which the individual later 
30.22 	becomes eligible for and enrolls again in Medicare Part B and during the open enrollment 
30.23 	period. An individual who is or was previously enrolled in Medicare Part B due to disability 
30.24 	status is eligible for another six-month enrollment period under this subdivision beginning 
30.25 	the first day of the month in which the individual has attained the age of 65 years and either 
30.26 	maintains enrollment in, or enrolls again in, Medicare Part B and during the open enrollment 
30.27 	period. If an individual enrolled in Medicare Part B voluntarily disenrolls from Medicare 
30.28 	Part B because the individual becomes enrolled under an employee welfare benefit plan, 
30.29 	the individual is eligible for another six-month enrollment period, as provided in this 
30.30 	subdivision, beginning the first day of the month in which the individual later becomes 
30.31 	eligible for and enrolls again in Medicare Part B and during the open enrollment period.

30.32 	Sec. 4. Minnesota Statutes 2024, section 62A.31, subdivision 1p, is amended to read:
30.33 		Subd. 1p.Renewal or continuation provisions. Medicare supplement policies and 
30.34 	certificates shall include a renewal or continuation provision. The language or specifications 
31.1 	of the provision shall be consistent with the type of contract issued. The provision shall be 
31.2 	appropriately captioned and shall appear on the first page of the policy or certificate, and 
31.3 	shall include any reservation by the issuer of the right to change premiums. Except for riders 
31.4 	or endorsements by which the issuer effectuates a request made in writing by the insured, 
31.5 	exercises a specifically reserved right under a Medicare supplement policy or certificate, 
31.6 	or is required to reduce or eliminate benefits to avoid duplication of Medicare benefits, all 
31.7 	riders or endorsements added to a Medicare supplement policy or certificate after the date 
31.8 	of issue or at reinstatement or renewal that reduce or eliminate benefits or coverage in the 
31.9 	policy or certificate shall require a signed acceptance by the insured. After the date of policy 
31.10 	or certificate issue, a rider or endorsement that increases benefits or coverage with a 
31.11 	concomitant increase in premium during the policy or certificate term shall be agreed to in 
31.12 	writing and signed by the insured, unless the benefits are required by the minimum standards 
31.13 	for Medicare supplement policies or if the increased benefits or coverage is required by 
31.14 	law. Where a separate additional premium is charged for benefits provided in connection 
31.15 	with riders or endorsements, the premium charge shall be set forth in the policy, declaration 
31.16 	page, or certificate. If a Medicare supplement policy or certificate contains limitations with 
31.17 	respect to preexisting conditions, the limitations shall appear as a separate paragraph of the 
31.18 	policy or certificate and be labeled as "preexisting condition limitations."
31.19 	Issuers of accident and sickness policies or certificates that provide hospital or medical 
31.20 	expense coverage on an expense incurred or indemnity basis to persons eligible for Medicare 
31.21 	shall provide to those applicants a "Guide to Health Insurance for People with Medicare" 
31.22 	in the form developed by the Centers for Medicare and Medicaid Services and in a type 
31.23 	size no smaller than 12-point type. Delivery of the guide must be made whether or not such 
31.24 	policies or certificates are advertised, solicited, or issued as Medicare supplement policies 
31.25 	or certificates as defined in this section and section 62A.3099. Except in the case of direct 
31.26 	response issuers, delivery of the guide must be made to the applicant at the time of 
31.27 	application, and acknowledgment of receipt of the guide must be obtained by the issuer. 
31.28 	Direct response issuers shall deliver the guide to the applicant upon request, but no later 
31.29 	than the time at which the policy is delivered.

31.30 	Sec. 5. Minnesota Statutes 2024, section 62A.31, subdivision 1u, is amended to read:
31.31 		Subd. 1u.Guaranteed issue for eligible persons. (a)(1) Eligible persons are those 
31.32 	individuals described in paragraph (b) who seek to enroll under the policy during the period 
31.33 	specified in paragraph (c) and who submit evidence of the date of termination or 
31.34 	disenrollment described in paragraph (b), or of the date of Medicare Part D enrollment, with 
31.35 	the application for a Medicare supplement policy.
32.1 	(2) With respect to eligible persons, an issuer shall not: deny or condition the issuance 
32.2 	or effectiveness of a Medicare supplement policy described in paragraph (c) that is offered 
32.3 	and is available for issuance to new enrollees by the issuer; discriminate in the pricing of 
32.4 	such a Medicare supplement policy because of health status, claims experience, receipt of 
32.5 	health care, medical condition, or age; or impose an exclusion of benefits based upon a 
32.6 	preexisting condition under such a Medicare supplement policy.
32.7 	(b) An eligible person is an individual described in any of the following:
32.8 	(1) the individual is enrolled under an employee welfare benefit plan that provides health 
32.9 	benefits that supplement the benefits under Medicare; and the plan terminates, or the plan 
32.10 	ceases to provide all such supplemental health benefits to the individual;
32.11 	(2) the individual is enrolled with a Medicare Advantage organization under a Medicare 
32.12 	Advantage plan under Medicare Part C, and any of the following circumstances apply, or 
32.13 	the individual is 65 years of age or older and is enrolled with a Program of All-Inclusive 
32.14 	Care for the Elderly (PACE) provider under section 1894 of the federal Social Security Act, 
32.15 	and there are circumstances similar to those described in this clause that would permit 
32.16 	discontinuance of the individual's enrollment with the provider if the individual were enrolled 
32.17 	in a Medicare Advantage plan:
32.18 	(i) the organization's or plan's certification under Medicare Part C has been terminated 
32.19 	or the organization has terminated or otherwise discontinued providing the plan in the area 
32.20 	in which the individual resides;
32.21 	(ii) the individual is no longer eligible to elect the plan because of a change in the 
32.22 	individual's place of residence or other change in circumstances specified by the secretary, 
32.23 	but not including termination of the individual's enrollment on the basis described in section 
32.24 	1851(g)(3)(B) of the federal Social Security Act, United States Code, title 42, section 
32.25 	1395w-21(g)(3)(b) (where the individual has not paid premiums on a timely basis or has 
32.26 	engaged in disruptive behavior as specified in standards under section 1856 of the federal 
32.27 	Social Security Act, United States Code, title 42, section 1395w-26), or the plan is terminated 
32.28 	for all individuals within a residence area;
32.29 	(iii) the individual demonstrates, in accordance with guidelines established by the 
32.30 	Secretary, that:
32.31 	(A) the organization offering the plan substantially violated a material provision of the 
32.32 	organization's contract in relation to the individual, including the failure to provide an 
32.33 	enrollee on a timely basis medically necessary care for which benefits are available under 
33.1 	the plan or the failure to provide such covered care in accordance with applicable quality 
33.2 	standards; or
33.3 	(B) the organization, or agent or other entity acting on the organization's behalf, materially 
33.4 	misrepresented the plan's provisions in marketing the plan to the individual; or
33.5 	(iv) the individual meets such other exceptional conditions as the secretary may provide;
33.6 	(3)(i) the individual is enrolled with:
33.7 	(A) an eligible organization under a contract under section 1876 of the federal Social 
33.8 	Security Act, United States Code, title 42, section 1395mm (Medicare cost);
33.9 	(B) a similar organization operating under demonstration project authority, effective for 
33.10 	periods before April 1, 1999;
33.11 	(C) an organization under an agreement under section 1833(a)(1)(A) of the federal Social 
33.12 	Security Act, United States Code, title 42, section 1395l(a)(1)(A) (health care prepayment 
33.13 	plan); or
33.14 	(D) an organization under a Medicare Select policy under section 62A.318 or the similar 
33.15 	law of another state; and
33.16 	(ii) the enrollment ceases under the same circumstances that would permit discontinuance 
33.17 	of an individual's election of coverage under clause (2);
33.18 	(4) the individual is enrolled under a Medicare supplement policy, and the enrollment 
33.19 	ceases because:
33.20 	(i)(A) of the insolvency of the issuer or bankruptcy of the nonissuer organization; or
33.21 	(B) of other involuntary termination of coverage or enrollment under the policy;
33.22 	(ii) the issuer of the policy substantially violated a material provision of the policy; or
33.23 	(iii) the issuer, or an agent or other entity acting on the issuer's behalf, materially 
33.24 	misrepresented the policy's provisions in marketing the policy to the individual;
33.25 	(5)(i) the individual was enrolled under a Medicare supplement policy and terminates 
33.26 	that enrollment and subsequently enrolls, for the first time, with any Medicare Advantage 
33.27 	organization under a Medicare Advantage plan under Medicare Part C; any eligible 
33.28 	organization under a contract under section 1876 of the federal Social Security Act, United 
33.29 	States Code, title 42, section 1395mm (Medicare cost); any similar organization operating 
33.30 	under demonstration project authority; any PACE provider under section 1894 of the federal 
34.1 	Social Security Act, or a Medicare Select policy under section 62A.318 or the similar law 
34.2 	of another state; and
34.3 	(ii) the subsequent enrollment under item (i) is terminated by the enrollee during any 
34.4 	period within the first 12 months of the subsequent enrollment during which the enrollee 
34.5 	is permitted to terminate the subsequent enrollment under section 1851(e) of the federal 
34.6 	Social Security Act;
34.7 	(6) the individual, upon first enrolling for benefits under Medicare Part B, enrolls in a 
34.8 	Medicare Advantage plan under Medicare Part C, or with a PACE provider under section 
34.9 	1894 of the federal Social Security Act, and disenrolls from the plan by not later than 12 
34.10 	months after the effective date of enrollment;
34.11 	(7) the individual enrolls in a Medicare Part D plan during the initial Part D enrollment 
34.12 	period, as defined under United States Code, title 42, section 1395ss(v)(6)(D), and, at the 
34.13 	time of enrollment in Part D, was enrolled under a Medicare supplement policy that covers 
34.14 	outpatient prescription drugs and the individual terminates enrollment in the Medicare 
34.15 	supplement policy and submits evidence of enrollment in Medicare Part D along with the 
34.16 	application for a policy described in paragraph (e), clause (4); or
34.17 	(8) the individual was enrolled in a state public program and is losing coverage due to 
34.18 	the unwinding of the Medicaid continuous enrollment conditions, as provided by Code of 
34.19 	Federal Regulations, title 45, section 155.420 (d)(9) and (d)(1), and Public Law 117-328, 
34.20 	section 5131 (2022).
34.21 	(c)(1) In the case of an individual described in paragraph (b), clause (1), the guaranteed 
34.22 	issue period begins on the later of: (i) the date the individual receives a notice of termination 
34.23 	or cessation of all supplemental health benefits or, if a notice is not received, notice that a 
34.24 	claim has been denied because of a termination or cessation; or (ii) the date that the applicable 
34.25 	coverage terminates or ceases; and ends 63 days after the later of those two dates.
34.26 	(2) In the case of an individual described in paragraph (b), clause (2), (3), (5), or (6), 
34.27 	whose enrollment is terminated involuntarily, the guaranteed issue period begins on the 
34.28 	date that the individual receives a notice of termination and ends 63 days after the date the 
34.29 	applicable coverage is terminated.
34.30 	(3) In the case of an individual described in paragraph (b), clause (4), item (i), the 
34.31 	guaranteed issue period begins on the earlier of: (i) the date that the individual receives a 
34.32 	notice of termination, a notice of the issuer's bankruptcy or insolvency, or other such similar 
34.33 	notice if any; and (ii) the date that the applicable coverage is terminated, and ends on the 
34.34 	date that is 63 days after the date the coverage is terminated.
35.1 	(4) In the case of an individual described in paragraph (b), clause (2), (4), (5), or (6), 
35.2 	who disenrolls voluntarily, the guaranteed issue period begins on the date that is 60 days 
35.3 	before the effective date of the disenrollment and ends on the date that is 63 days after the 
35.4 	effective date.
35.5 	(5) In the case of an individual described in paragraph (b), clause (7), the guaranteed 
35.6 	issue period begins on the date the individual receives notice pursuant to section 
35.7 	1882(v)(2)(B) of the Social Security Act from the Medicare supplement issuer during the 
35.8 	60-day period immediately preceding the initial Part D enrollment period and ends on the 
35.9 	date that is 63 days after the effective date of the individual's coverage under Medicare Part 
35.10 	D.
35.11 	(6) In the case of an individual described in paragraph (b) but not described in this 
35.12 	paragraph, the guaranteed issue period begins on the effective date of disenrollment and 
35.13 	ends on the date that is 63 days after the effective date.
35.14 	(7) For all individuals described in paragraph (b), the open enrollment period is a 
35.15 	guaranteed issue period.
35.16 	(d)(1) In the case of an individual described in paragraph (b), clause (5), or deemed to 
35.17 	be so described, pursuant to this paragraph, whose enrollment with an organization or 
35.18 	provider described in paragraph (b), clause (5), item (i), is involuntarily terminated within 
35.19 	the first 12 months of enrollment, and who, without an intervening enrollment, enrolls with 
35.20 	another such organization or provider, the subsequent enrollment is deemed to be an initial 
35.21 	enrollment described in paragraph (b), clause (5).
35.22 	(2) In the case of an individual described in paragraph (b), clause (6), or deemed to be 
35.23 	so described, pursuant to this paragraph, whose enrollment with a plan or in a program 
35.24 	described in paragraph (b), clause (6), is involuntarily terminated within the first 12 months 
35.25 	of enrollment, and who, without an intervening enrollment, enrolls in another such plan or 
35.26 	program, the subsequent enrollment is deemed to be an initial enrollment described in 
35.27 	paragraph (b), clause (6).
35.28 	(3) For purposes of paragraph (b), clauses (5) and (6), no enrollment of an individual 
35.29 	with an organization or provider described in paragraph (b), clause (5), item (i), or with a 
35.30 	plan or in a program described in paragraph (b), clause (6), may be deemed to be an initial 
35.31 	enrollment under this paragraph after the two-year period beginning on the date on which 
35.32 	the individual first enrolled with the organization, provider, plan, or program.
35.33 	(e) The Medicare supplement policy to which eligible persons are entitled under:
36.1 	(1) paragraph (b), clauses (1) to (4), is any Medicare supplement policy that has a benefit 
36.2 	package consisting of the basic Medicare supplement plan described in section 62A.316, 
36.3 	paragraph (a), plus any combination of the three optional riders described in section 62A.316, 
36.4 	paragraph (b), clauses (1) to (3), offered by any issuer;
36.5 	(2) paragraph (b), clause (5), is the same Medicare supplement policy in which the 
36.6 	individual was most recently previously enrolled, if available from the same issuer, or, if 
36.7 	not so available, any policy described in clause (1) offered by any issuer, except that after 
36.8 	December 31, 2005, if the individual was most recently enrolled in a Medicare supplement 
36.9 	policy with an outpatient prescription drug benefit, a Medicare supplement policy to which 
36.10 	the individual is entitled under paragraph (b), clause (5), is:
36.11 	(i) the policy available from the same issuer but modified to remove outpatient 
36.12 	prescription drug coverage; or
36.13 	(ii) at the election of the policyholder, a policy described in clause (4), except that the 
36.14 	policy may be one that is offered and available for issuance to new enrollees that is offered 
36.15 	by any issuer;
36.16 	(3) paragraph (b), clause (6), is any Medicare supplement policy offered by any issuer;
36.17 	(4) paragraph (b), clause (7), is a Medicare supplement policy that has a benefit package 
36.18 	classified as a basic plan under section 62A.316 if the enrollee's existing Medicare 
36.19 	supplement policy is a basic plan or, if the enrollee's existing Medicare supplement policy 
36.20 	is an extended basic plan under section 62A.315, a basic or extended basic plan at the option 
36.21 	of the enrollee, provided that the policy is offered and is available for issuance to new 
36.22 	enrollees by the same issuer that issued the individual's Medicare supplement policy with 
36.23 	outpatient prescription drug coverage. The issuer must permit the enrollee to retain all 
36.24 	optional benefits contained in the enrollee's existing coverage, other than outpatient 
36.25 	prescription drugs, subject to the provision that the coverage be offered and available for 
36.26 	issuance to new enrollees by the same issuer.
36.27 	(f)(1) At the time of an event described in paragraph (b), because of which an individual 
36.28 	loses coverage or benefits due to the termination of a contract or agreement, policy, or plan, 
36.29 	the organization that terminates the contract or agreement, the issuer terminating the policy, 
36.30 	or the administrator of the plan being terminated, respectively, shall notify the individual 
36.31 	of the individual's rights under this subdivision, and of the obligations of issuers of Medicare 
36.32 	supplement policies under paragraph (a). The notice must be communicated 
36.33 	contemporaneously with the notification of termination.
37.1 	(2) At the time of an event described in paragraph (b), because of which an individual 
37.2 	ceases enrollment under a contract or agreement, policy, or plan, the organization that offers 
37.3 	the contract or agreement, regardless of the basis for the cessation of enrollment, the issuer 
37.4 	offering the policy, or the administrator of the plan, respectively, shall notify the individual 
37.5 	of the individual's rights under this subdivision, and of the obligations of issuers of Medicare 
37.6 	supplement policies under paragraph (a). The notice must be communicated within ten 
37.7 	working days of the issuer receiving notification of disenrollment.
37.8 	(g) Reference in this subdivision to a situation in which, or to a basis upon which, an 
37.9 	individual's coverage has been terminated does not provide authority under the laws of this 
37.10 	state for the termination in that situation or upon that basis.
37.11 	(h) An individual's rights under this subdivision are in addition to, and do not modify 
37.12 	or limit, the individual's rights under subdivision 1h.

37.13 	Sec. 6. Minnesota Statutes 2024, section 62A.31, subdivision 4, is amended to read:
37.14 		Subd. 4.Prohibited policy provisions. (a) A Medicare supplement policy or certificate 
37.15 	in force in the state shall not contain benefits that duplicate benefits provided by Medicare 
37.16 	or contain exclusions on coverage that are more restrictive than those of Medicare. 
37.17 	Duplication of benefits is permitted to the extent permitted under subdivision 1s, paragraph 
37.18 	(a), for benefits provided by Medicare Part D.
37.19 	(b) No Medicare supplement policy or certificate may use waivers to exclude, limit, or 
37.20 	reduce coverage or benefits for specifically named or described preexisting diseases or 
37.21 	physical conditions, except as permitted under subdivision 1b.

37.22 	Sec. 7. Minnesota Statutes 2024, section 62A.44, subdivision 2, is amended to read:
37.23 		Subd. 2.Questions. (a) Application forms shall include the following questions designed 
37.24 	to elicit information as to whether, as of the date of the application, the applicant has another 
37.25 	Medicare supplement or other health insurance policy or certificate in force or whether a 
37.26 	Medicare supplement policy or certificate is intended to replace any other accident and 
37.27 	sickness policy or certificate presently in force. A supplementary application or other form 
37.28 	to be signed by the applicant and agent containing the questions and statements may be 
37.29 	used.
37.30 	"(1) You do not need more than one Medicare supplement policy or certificate.
37.31 	(2) If you purchase this policy, you may want to evaluate your existing health coverage 
37.32 	and decide if you need multiple coverages.
38.1 	(3) You may be eligible for benefits under Medicaid and may not need a Medicare 
38.2 	supplement policy or certificate.
38.3 	(4) The benefits and premiums under your Medicare supplement policy or certificate 
38.4 	can be suspended, if requested, during your entitlement to benefits under Medicaid for 
38.5 	24 months. You must request this suspension within 90 days of becoming eligible for 
38.6 	Medicaid. If you are no longer entitled to Medicaid, your policy or certificate will be 
38.7 	reinstated if requested within 90 days of losing Medicaid eligibility.
38.8 	(5) Counseling services may be available in Minnesota to provide advice concerning 
38.9 	medical assistance through state Medicaid, Qualified Medicare Beneficiaries (QMBs), 
38.10 	and Specified Low-Income Medicare Beneficiaries (SLMBs).
38.11 	To the best of your knowledge:
38.12 	(1) Do you have another Medicare supplement policy or certificate in force?
38.13 	(a) If so, with which company?
38.14 	(b) If so, do you intend to replace your current Medicare supplement policy with this 
38.15 	policy or certificate?
38.16 	(2) Do you have any other health insurance policies that provide benefits which this 
38.17 	Medicare supplement policy or certificate would duplicate?
38.18 	(a) If so, please name the company.
38.19 	(b) What kind of policy?
38.20 	(3) Are you covered for medical assistance through the state Medicaid program? If so, 
38.21 	which of the following programs provides coverage for you?
38.22 	(a) Specified Low-Income Medicare Beneficiary (SLMB),
38.23 	(b) Qualified Medicare Beneficiary (QMB), or
38.24 	(c) full Medicaid Beneficiary?"
38.25 	(b) Agents shall list any other health insurance policies they have sold to the applicant.
38.26 	(1) List policies sold that are still in force.
38.27 	(2) List policies sold in the past five years that are no longer in force.
38.28 	(c) In the case of a direct response issuer, a copy of the application or supplemental 
38.29 	form, signed by the applicant, and acknowledged by the insurer, shall be returned to the 
38.30 	applicant by the insurer on delivery of the policy or certificate.
39.1 	(d) Upon determining that a sale will involve replacement of Medicare supplement 
39.2 	coverage, any issuer, other than a direct response issuer, or its agent, shall furnish the 
39.3 	applicant, before issuance or delivery of the Medicare supplement policy or certificate, a 
39.4 	notice regarding replacement of Medicare supplement coverage. One copy of the notice 
39.5 	signed by the applicant and the agent, except where the coverage is sold without an agent, 
39.6 	shall be provided to the applicant and an additional signed copy shall be retained by the 
39.7 	issuer. A direct response issuer shall deliver to the applicant at the time of the issuance of 
39.8 	the policy or certificate the notice regarding replacement of Medicare supplement coverage.
39.9 	(e) The notice required by paragraph (d) for an issuer shall be provided in substantially 
39.10 	the following form in no less than 12-point type:
39.11 	"NOTICE TO APPLICANT REGARDING REPLACEMENT
39.12 	OF MEDICARE SUPPLEMENT INSURANCE
39.13 	(Insurance company's name and address)
39.14 	SAVE THIS NOTICE! IT MAY BE IMPORTANT TO YOU IN THE FUTURE.
39.15 	According to (your application) (information you have furnished), you intend to terminate 
39.16 	existing Medicare supplement insurance and replace it with a policy or certificate to be 
39.17 	issued by (Company Name) Insurance Company. Your new policy or certificate will provide 
39.18 	30 days within which you may decide without cost whether you desire to keep the policy 
39.19 	or certificate.
39.20 	You should review this new coverage carefully. Compare it with all accident and sickness 
39.21 	coverage you now have. If, after due consideration, you find that purchase of this Medicare 
39.22 	supplement coverage is a wise decision you should terminate your present Medicare 
39.23 	supplement policy. You should evaluate the need for other accident and sickness coverage 
39.24 	you have that may duplicate this policy.
39.25 	STATEMENT TO APPLICANT BY ISSUER, AGENT, (BROKER OR OTHER 
39.26 	REPRESENTATIVE): I have reviewed your current medical or health insurance 
39.27 	coverage. To the best of my knowledge this Medicare supplement policy will not duplicate 
39.28 	your existing Medicare supplement policy because you intend to terminate the existing 
39.29 	Medicare supplement policy. The replacement policy or certificate is being purchased 
39.30 	for the following reason(s) (check one):

39.31		........
	Additional benefits
	
39.32		........
	No change in benefits, but lower premiums
	
39.33		........
	Fewer benefits and lower premiums
	
39.34		........
	Other (please specify)
	
40.1		........
	
40.2		........
	
40.3		........
	
40.4 	(1) Health conditions which you may presently have (preexisting conditions) may not 
40.5 	be immediately or fully covered under the new policy or certificate. This could result 
40.6 	in denial or delay of a claim for benefits under the new policy or certificate, whereas a 
40.7 	similar claim might have been payable under your present policy or certificate.
40.8 	(2) State law provides that your replacement policy or certificate may not contain new 
40.9 	preexisting conditions, waiting periods, elimination periods, or probationary periods. 
40.10 	The insurer will waive any time periods applicable to preexisting conditions, waiting 
40.11 	periods, elimination periods, or probationary periods in the new policy (or coverage) 
40.12 	for similar benefits to the extent the time was spent (depleted) under the original policy 
40.13 	or certificate.
40.14 	(3) If you still wish to terminate your present policy or certificate and replace it with 
40.15 	new coverage, be certain to truthfully and completely answer all questions on the 
40.16 	application concerning your medical and health history. Failure to include all material 
40.17 	medical information on an application may provide a basis for the company to deny any 
40.18 	future claims and to refund your premium as though your policy or certificate had never 
40.19 	been in force. After the application has been completed and before you sign it, review 
40.20 	it carefully to be certain that all information has been properly recorded. (If the policy 
40.21 	or certificate is guaranteed issue, this paragraph need not appear.)
40.22 	Do not cancel your present policy or certificate until you have received your new policy 
40.23 	or certificate and you are sure that you want to keep it.

40.24		........
		
40.25		(Signature of Agent, Broker, or Other Representative)*
		
40.26		........
		
40.27		(Typed Name and Address of Issuer, Agent, or Broker)
		
40.28		........
		
40.29		(Date)
		
40.30		........
		
40.31		(Applicant's Signature)
		
40.32		........
		
40.33		(Date)
		
40.34 	*Signature not required for direct response sales."
41.1 	(f) Paragraph (e), clauses (1) and (2), of the replacement notice (applicable to preexisting 
41.2 	conditions) may be deleted by an issuer if the replacement does not involve application of 
41.3 	a new preexisting condition limitation.

41.4 	Sec. 8. REPEALER.
 41.5 	(a) Minnesota Statutes 2024, sections 62A.3099, subdivision 18b; and 62A.31, subdivision 
41.6 	1w, are repealed.
41.7 	(b) Laws 2023, chapter 57, article 2, section 66, is repealed.

41.8 	Sec. 9. EFFECTIVE DATE.
 41.9 	Sections 1 to 8 are effective the day following final enactment.

41.10 	ARTICLE 5
41.11 	INSURANCE HOLDING COMPANY SYSTEMS

41.12 	Section 1. Minnesota Statutes 2024, section 60D.09, is amended by adding a subdivision 
41.13 	to read:
41.14 		Subd. 5.Other violations. If the commissioner believes a person has committed a 
41.15 	violation of section 60D.17 that prevents the full understanding of the enterprise risk to the 
41.16 	insurer by affiliates or by the insurance holding company system, the violation may serve 
41.17 	as an independent basis for disapproving dividends or distributions and for placing the 
41.18 	insurer under an order of supervision under chapter 60B.

41.19 	Sec. 2. Minnesota Statutes 2024, section 60D.15, subdivision 4, is amended to read:
41.20 		Subd. 4.Control. The term "control," including the terms "controlling," "controlled 
41.21 	by," and "under common control with," means the possession, direct or indirect, of the 
41.22 	power to direct or cause the direction of the management and policies of a person, whether 
41.23 	through the ownership of voting securities, by contract other than a commercial contract 
41.24 	for goods or nonmanagement services, or otherwise, unless the power is the result of an 
41.25 	official position with, or corporate office held by, or court appointment of, the person. 
41.26 	Control is presumed to exist if any person, directly or indirectly, owns, controls, holds with 
41.27 	the power to vote, or holds proxies representing, ten percent or more of the voting securities 
41.28 	of any other person. This presumption may be rebutted by a showing made in the manner 
41.29 	provided by section 60D.19, subdivision 11, that control does not exist in fact. The 
41.30 	commissioner may determine, after furnishing all persons in interest notice and opportunity 
42.1 	to be heard and making specific findings of fact to support such the determination, that 
42.2 	control exists in fact, notwithstanding the absence of a presumption to that effect.

42.3 	Sec. 3. Minnesota Statutes 2024, section 60D.15, is amended by adding a subdivision to 
42.4 	read:
42.5 		Subd. 4c.Group capital calculation instructions. "Group capital calculation 
42.6 	instructions" means the group capital calculation instructions adopted by the NAIC and as 
42.7 	amended by the NAIC from time to time in accordance with procedures adopted by the 
42.8 	NAIC.

42.9 	Sec. 4. Minnesota Statutes 2024, section 60D.15, is amended by adding a subdivision to 
42.10 	read:
42.11 		Subd. 6b.NAIC. "NAIC" means the National Association of Insurance Commissioners.

42.12 	Sec. 5. Minnesota Statutes 2024, section 60D.15, is amended by adding a subdivision to 
42.13 	read:
42.14 		Subd. 6c.NAIC liquidity stress test framework. "NAIC liquidity stress test framework" 
42.15 	means an NAIC publication which includes a history of the NAIC's development of 
42.16 	regulatory liquidity stress testing, the scope criteria applicable for a specific data year, and 
42.17 	the liquidity stress test instructions and reporting templates for a specific data year, scope 
42.18 	criteria, instructions, and reporting template being adopted by the NAIC, and as amended 
42.19 	by the NAIC from time to time in accordance with the procedures adopted by the NAIC.

42.20 	Sec. 6. Minnesota Statutes 2024, section 60D.15, subdivision 7, is amended to read:
42.21 		Subd. 7.Person. A "person" is an individual, a corporation, a limited liability company,
42.22 	a partnership, an association, a joint stock company, a trust, an unincorporated organization, 
42.23 	any similar entity or any combination of the foregoing acting in concert, but does not include 
42.24 	any joint venture partnership exclusively engaged in owning, managing, leasing, or 
42.25 	developing real or tangible personal property.

42.26 	Sec. 7. Minnesota Statutes 2024, section 60D.15, is amended by adding a subdivision to 
42.27 	read:
42.28 		Subd. 7a.Scope criteria. "Scope criteria," as detailed in the NAIC liquidity stress test 
42.29 	framework, means the designated exposure bases along with minimum magnitudes of the 
42.30 	designated exposure bases for the specified data year that are used to establish a preliminary 
43.1 	list of insurers considered scoped into the NAIC liquidity stress test framework for that data 
43.2 	year.

43.3 	Sec. 8. Minnesota Statutes 2024, section 60D.16, subdivision 2, is amended to read:
43.4 		Subd. 2.Additional investment authority. In addition to investments in common stock, 
43.5 	preferred stock, debt obligations, and other securities otherwise permitted under this chapter, 
43.6 	a domestic insurer may also:
43.7 	(a) Invest, in common stock, preferred stock, debt obligations, and other securities of 
43.8 	one or more subsidiaries, amounts that do not exceed the lesser of ten percent of the insurer's 
43.9 	assets or 50 percent of the insurer's surplus as regards policyholders, provided that after the 
43.10 	investments, the insurer's surplus as regards policyholders will be is reasonable in relation 
43.11 	to the insurer's outstanding liabilities and adequate to its financial needs. In calculating the 
43.12 	amount of these investments, investments in domestic or foreign insurance subsidiaries and 
43.13 	health maintenance organizations must be excluded, and there must be included:
43.14 	(1) total net money or other consideration expended and obligations assumed in the 
43.15 	acquisition or formation of a subsidiary, including all organizational expenses and 
43.16 	contributions to capital and surplus of the subsidiary whether or not represented by the 
43.17 	purchase of capital stock or issuance of other securities; and
43.18 	(2) all amounts expended in acquiring additional common stock, preferred stock, debt 
43.19 	obligations, and other securities; and all contributions to the capital or surplus, of a subsidiary 
43.20 	subsequent to its acquisition or formation.
43.21 	(b) Invest any amount in common stock, preferred stock, debt obligations, and other 
43.22 	securities of one or more subsidiaries engaged or organized to engage exclusively in the 
43.23 	ownership and management of assets authorized as investments for the insurer provided 
43.24 	that the subsidiary agrees to limit its investments in any asset so that the investments will
43.25 	do not cause the amount of the total investment of the insurer to exceed any of the investment 
43.26 	limitations specified in paragraph (a) or other statutes applicable to the insurer. For the 
43.27 	purpose of this paragraph, "the total investment of the insurer" includes:
43.28 	(1) any direct investment by the insurer in an asset; and
43.29 	(2) the insurer's proportionate share of any investment in an asset by any subsidiary of 
43.30 	the insurer, which must be calculated by multiplying the amount of the subsidiary's 
43.31 	investment by the percentage of the ownership of the subsidiary.
43.32 	(c) With the approval of the commissioner, invest any greater amount in common stock, 
43.33 	preferred stock, debt obligations, or other securities of one or more subsidiaries, if after the 
44.1 	investment the insurer's surplus as regards policyholders will be is reasonable in relation to 
44.2 	the insurer's outstanding liabilities and adequate to its financial needs.

44.3 	Sec. 9. Minnesota Statutes 2024, section 60D.17, subdivision 1, is amended to read:
44.4 		Subdivision 1.Filing requirements. (a) No person other than the issuer shall: (1) make 
44.5 	a tender offer for or a request or invitation for tenders of, or enter into any agreement to 
44.6 	exchange securities or for, seek to acquire, or acquire, in the open market or otherwise, any 
44.7 	voting security of a domestic insurer if, after the consummation thereof, the person would, 
44.8 	directly or indirectly, or by conversion or by exercise of any right to acquire, be in control 
44.9 	of the insurer; or (2) enter into an agreement to merge with or otherwise to acquire control 
44.10 	of a domestic insurer or any person controlling a domestic insurer unless, at the time the 
44.11 	offer, request, or invitation is made or the agreement is entered into, or before the acquisition 
44.12 	of the securities if no offer or agreement is involved, the person has filed with the 
44.13 	commissioner and has sent to the insurer, a statement containing the information required 
44.14 	by this section and the offer, request, invitation, agreement, or acquisition has been approved 
44.15 	by the commissioner in the manner prescribed in this section.
44.16 	(b) For purposes of this section, a controlling person of a domestic insurer seeking to 
44.17 	divest its controlling interest in the domestic insurer, in any manner, shall file with the 
44.18 	commissioner, with a copy to the insurer, confidential notice of its proposed divestiture at 
44.19 	least 30 days before the cessation of control. The commissioner shall determine those 
44.20 	instances in which the party or parties seeking to divest or to acquire a controlling interest 
44.21 	in an insurer will be required to file for and obtain approval of the transaction.
44.22 	(c) With respect to a transaction subject to this section, the acquiring person must also 
44.23 	file a preacquisition notification with the commissioner, which must contain the information 
44.24 	set forth in section 60D.18, subdivision 3, paragraph (b). A failure to file the notification 
44.25 	may be subject to penalties specified in section 60D.18, subdivision 5.
44.26 	(d) For purposes of this section, a domestic insurer includes a person controlling a 
44.27 	domestic insurer unless the person, as determined by the commissioner, is either directly 
44.28 	or through its affiliates primarily engaged in business other than the business of insurance. 
44.29 	For the purposes of this section, "person" does not include any securities broker holding, 
44.30 	in the usual and customary brokers broker's function, less than 20 percent of the voting 
44.31 	securities of an insurance company or of any person that controls an insurance company.
44.32 	(e) The statement filed with the commissioner pursuant to subdivisions 1 and 2 must 
44.33 	remain confidential until the transaction is approved by the commissioner, except that all 
44.34 	attachments filed with the statement remain confidential after the approval unless the 
45.1 	commissioner, in the commissioner's discretion, determines that confidential treatment of 
45.2 	any of this information will interfere with enforcement of this section.

45.3 	Sec. 10. Minnesota Statutes 2024, section 60D.18, subdivision 3, is amended to read:
45.4 		Subd. 3.Preacquisition notification; waiting period. (a) An acquisition covered by 
45.5 	subdivision 2 may be subject to an order pursuant to subdivision 4 5 unless the acquiring 
45.6 	person files a preacquisition notification and the waiting period has expired. The acquired 
45.7 	person may file a preacquisition notification. The commissioner shall give confidential 
45.8 	treatment to information submitted under this section in the same manner as provided in 
45.9 	section 60D.22.
45.10 	(b) The preacquisition notification must be in the form and contain the information as 
45.11 	prescribed by the National Association of Insurance Commissioners relating to those markets 
45.12 	that, under subdivision 2, paragraph (b), clause (5) (4), cause the acquisition not to be 
45.13 	exempted from the provisions of this section. The commissioner may require the additional 
45.14 	material and information as the commissioner deems necessary to determine whether the 
45.15 	proposed acquisition, if consummated, would violate the competitive standard of subdivision 
45.16 	4. The required information may include an opinion of an economist as to the competitive 
45.17 	impact of the acquisition in this state accompanied by a summary of the education and 
45.18 	experience of the person indicating that person's ability to render an informed opinion.
45.19 	(c) The waiting period required begins on the date of receipt of the commissioner of a 
45.20 	preacquisition notification and ends on the earlier of the 30th day after the date of its receipt, 
45.21 	or termination of the waiting period by the commissioner. Before the end of the waiting 
45.22 	period, the commissioner on a onetime basis may require the submission of additional 
45.23 	needed information relevant to the proposed acquisition, in which event the waiting period 
45.24 	shall end on the earlier of the 30th day after receipt of the additional information by the 
45.25 	commissioner or termination of the waiting period by the commissioner.

45.26 	Sec. 11. Minnesota Statutes 2024, section 60D.19, subdivision 4, is amended to read:
45.27 		Subd. 4.Materiality. No information need be disclosed on the registration statement 
45.28 	filed pursuant to subdivision 2 if the information is not material for the purposes of this 
45.29 	section. Unless the commissioner by rule or order provides otherwise; sales, purchases, 
45.30 	exchanges, loans or extensions of credit, investments, or guarantees involving one-half of 
45.31 	one percent or less of an insurer's admitted assets as of the 31st day of December next 
45.32 	preceding shall not be deemed material for purposes of this section. The definition of 
46.1 	materiality provided in this subdivision does not apply for purposes of the group capital 
46.2 	calculation or the NAIC liquidity stress test framework.

46.3 	Sec. 12. Minnesota Statutes 2024, section 60D.19, is amended by adding a subdivision to 
46.4 	read:
46.5 		Subd. 11b.Group capital calculation. (a) Except as otherwise provided in this paragraph, 
46.6 	the ultimate controlling person of every insurer subject to registration must concurrently 
46.7 	file with the registration an annual group capital calculation as directed by the commissioner. 
46.8 	The report must be completed in accordance with the NAIC group capital calculation 
46.9 	instructions, which may permit the commissioner to allow a controlling person that is not 
46.10 	the ultimate controlling person to file the group capital calculation. The report must be filed 
46.11 	with the commissioner, as determined by the commissioner in accordance with the procedures 
46.12 	within the Financial Analysis Handbook adopted by the NAIC. The following insurance 
46.13 	holding company systems are exempt from filing the group capital calculation:
46.14 	(1) an insurance holding company system that (i) has only one insurer within the insurance 
46.15 	holding company system's holding company structure, (ii) only writes business and is only 
46.16 	licensed in the insurance holding company system's domestic state, and (iii) assumes no 
46.17 	business from any other insurer;
46.18 	(2) an insurance holding company system that is required to perform a group capital 
46.19 	calculation specified by the United States Federal Reserve Board. The commissioner must 
46.20 	request the calculation from the Federal Reserve Board under the terms of information 
46.21 	sharing agreements in effect. If the Federal Reserve Board is unable to share the calculation 
46.22 	with the commissioner, the insurance holding company system is not exempt from the group 
46.23 	capital calculation filing;
46.24 	(3) an insurance holding company system whose non-United States groupwide supervisor 
46.25 	is located within a reciprocal jurisdiction as described in section 60A.092, subdivision 10b, 
46.26 	that recognizes the United States state regulatory approach to group supervision and group 
46.27 	capital; or
46.28 	(4) an insurance holding company system:
46.29 	(i) that provides information to the commissioner that meets the requirements for 
46.30 	accreditation under the NAIC financial standards and accreditation program, either directly 
46.31 	or indirectly through the groupwide supervisor, that has determined the information is 
46.32 	satisfactory to allow the commissioner to comply with the NAIC group supervision approach, 
46.33 	as detailed in the NAIC Financial Analysis Handbook; and
47.1 	(ii) whose non-United States groupwide supervisor that is not in a reciprocal jurisdiction 
47.2 	recognizes and accepts, as specified by the commissioner by rule, the group capital 
47.3 	calculation as the worldwide group capital assessment for United States insurance groups 
47.4 	that operate in that jurisdiction.
47.5 	(b) Notwithstanding paragraph (a), clauses (3) and (4), a commissioner must require the 
47.6 	group capital calculation for the United States operations of any non-United States based 
47.7 	insurance holding company system where, after any necessary consultation with other 
47.8 	supervisors or officials, requiring the group capital calculation is deemed appropriate by 
47.9 	the commissioner for prudential oversight and solvency monitoring purposes or for ensuring 
47.10 	the competitiveness of the insurance marketplace.
47.11 	(c) Notwithstanding the exemptions from filing the group capital calculation under 
47.12 	paragraph (a), the commissioner may exempt the ultimate controlling person from filing 
47.13 	the annual group capital calculation or accept a limited group capital filing or report in 
47.14 	accordance with criteria specified by the commissioner by rule.
47.15 	(d) If the commissioner determines that an insurance holding company system no longer 
47.16 	meets one or more of the requirements for an exemption from filing the group capital 
47.17 	calculation under this subdivision, the insurance holding company system must file the 
47.18 	group capital calculation at the next annual filing date unless given an extension by the 
47.19 	commissioner based on reasonable grounds shown.

47.20 	Sec. 13. Minnesota Statutes 2024, section 60D.19, is amended by adding a subdivision to 
47.21 	read:
47.22 		Subd. 11c.Liquidity stress test. (a) The ultimate controlling person of every insurer 
47.23 	subject to registration and also scoped into the NAIC liquidity stress test framework must 
47.24 	file the results of a specific year's liquidity stress test. The filing must be made to the 
47.25 	commissioner, as determined by the procedures within the Financial Analysis Handbook 
47.26 	adopted by the NAIC.
47.27 	(b) The NAIC liquidity stress test framework includes scope criteria applicable to a 
47.28 	specific data year. The scope criteria must be reviewed at least annually by the NAIC 
47.29 	Financial Stability Task Force or the NAIC Financial Stability Task Force's successor. Any 
47.30 	change made to the NAIC liquidity stress test framework or to the data year for which the 
47.31 	scope criteria must be measured is effective January 1 of the year following the calendar 
47.32 	year in which the change is adopted. An insurer meeting at least one threshold of the scope 
47.33 	criteria is scoped into the NAIC liquidity stress test framework for the specified data year 
47.34 	unless the commissioner, in consultation with the NAIC Financial Stability Task Force or 
48.1 	the NAIC Financial Stability Task Force's successor, determines the insurer should not be 
48.2 	scoped into the framework for that data year. An insurer that does not trigger at least one 
48.3 	threshold of the scope criteria is scoped out of the NAIC liquidity stress test framework for 
48.4 	the specified data year unless the commissioner, in consultation with the NAIC Financial 
48.5 	Stability Task Force or the NAIC Financial Stability Task Force's successor, determines 
48.6 	the insurer should be scoped into the framework for the specified data year.
48.7 	(c) The commissioner and other state insurance commissioners must avoid scoping 
48.8 	insurers in and out of the NAIC liquidity stress test framework on a frequent basis. The 
48.9 	commissioner, in consultation with the NAIC Financial Stability Task Force or the NAIC 
48.10 	Financial Stability Task Force's successor, must assess irregular scope status as part of an 
48.11 	insurer's determination.
48.12 	(d) The performance of and filing of the results from a specific year's liquidity stress 
48.13 	test must comply with (1) the NAIC liquidity stress test framework's instructions and 
48.14 	reporting templates for the specific year, and (2) any commissioner determinations, in 
48.15 	consultation with the NAIC Financial Stability Task Force or the NAIC Financial Stability 
48.16 	Task Force's successor, provided within the framework.

48.17 	Sec. 14. [60D.195] GROUP CAPITAL CALCULATION.
48.18 		Subdivision 1.Annual group capital calculation; exemption permitted. The 
48.19 	commissioner may exempt the ultimate controlling person from filing the annual group 
48.20 	capital calculation if the commissioner makes a determination that the insurance holding 
48.21 	company system meets the following criteria:
48.22 	(1) has annual direct written and unaffiliated assumed premium, including international 
48.23 	direct and assumed premium but excluding premiums reinsured with the Federal Crop 
48.24 	Insurance Corporation and Federal Flood Program, of less than $1,000,000,000;
48.25 	(2) has no insurers within the insurance holding company's structure that are domiciled 
48.26 	outside of the United States or a United States territory;
48.27 	(3) has no banking, depository, or other financial entity that is subject to an identified 
48.28 	regulatory capital framework within the insurance holding company's structure;
48.29 	(4) attests that no material changes in the transactions between insurers and noninsurers 
48.30 	in the group have occurred since the last annual group capital filing; and
48.31 	(5) the noninsurers within the holding company system do not pose a material financial 
48.32 	risk to the insurer's ability to honor policyholder obligations.
49.1 		Subd. 2.Limited group capital filing. The commissioner may accept a limited group 
49.2 	capital filing in lieu of the group capital calculation if:
49.3 	(1) the insurance holding company system has annual direct written and unaffiliated 
49.4 	assumed premium, including international direct and assumed premium but excluding 
49.5 	premiums reinsured with the Federal Crop Insurance Corporation and Federal Flood Program, 
49.6 	of less than $1,000,000,000; and
49.7 	(2) the insurance holding company system:
49.8 	(i) has no insurers within the insurance holding company's structure that are domiciled 
49.9 	outside of the United States or a United States territory;
49.10 	(ii) does not include a banking, depository, or other financial entity that is subject to an 
49.11 	identified regulatory capital framework; and
49.12 	(iii) attests that no material changes in transactions between insurers and noninsurers in 
49.13 	the group have occurred and the noninsurers within the holding company system do not 
49.14 	pose a material financial risk to the insurer's ability to honor policyholder obligations.
49.15 		Subd. 3.Previous exemption; required filing. For an insurance holding company that 
49.16 	has previously met an exemption with respect to the group capital calculation under 
49.17 	subdivision 1 or 2, the commissioner may at any time require the ultimate controlling person 
49.18 	to file an annual group capital calculation, completed in accordance with the NAIC group 
49.19 	capital calculation instructions, if:
49.20 	(1) an insurer within the insurance holding company system is in a risk-based capital 
49.21 	action level event under section 60A.62 or a similar standard for a non-United States insurer;
49.22 	(2) an insurer within the insurance holding company system meets one or more of the 
49.23 	standards of an insurer deemed to be in hazardous financial condition, as defined under 
49.24 	section 60E.02, subdivision 5; or
49.25 	(3) an insurer within the insurance holding company system otherwise exhibits qualities 
49.26 	of a troubled insurer, as determined by the commissioner based on unique circumstances, 
49.27 	including but not limited to the type and volume of business written, ownership and 
49.28 	organizational structure, federal agency requests, and international supervisor requests.
49.29 		Subd. 4.Non-United States jurisdictions; recognition and acceptance. A non-United 
49.30 	States jurisdiction is deemed to recognize and accept the group capital calculation if the 
49.31 	non-United States jurisdiction:
49.32 	(1) with respect to section 60D.19, subdivision 11b, paragraph (a), clause (4):
50.1 	(i) recognizes the United States state regulatory approach to group supervision and group 
50.2 	capital by providing confirmation by a competent regulatory authority in the non-United 
50.3 	States jurisdiction that insurers and insurance groups whose lead state is accredited by the 
50.4 	NAIC under the NAIC accreditation program: (A) are subject only to worldwide prudential 
50.5 	insurance group supervision, including worldwide group governance, solvency and capital, 
50.6 	and reporting, as applicable, by the lead state; and (B) are not subject to group supervision, 
50.7 	including worldwide group governance, solvency and capital, and reporting, at the level of 
50.8 	the worldwide parent undertaking of the insurance or reinsurance group by the non-United 
50.9 	States jurisdiction; or
50.10 	(ii) if no United States insurance group operates in the non-United States jurisdiction, 
50.11 	indicates formally in writing to the lead state with a copy to the International Association 
50.12 	of Insurance Supervisors that the group capital calculation is an acceptable international 
50.13 	capital standard. The formal indication under this item serves as the documentation otherwise 
50.14 	required under item (i); and
50.15 	(2) provides confirmation by a competent regulatory authority in the non-United States 
50.16 	jurisdiction that information regarding an insurer and the insurer's parent, subsidiary, or 
50.17 	affiliated entities, if applicable, must be provided to the commissioner in accordance with 
50.18 	a memorandum of understanding or similar document between the commissioner and the 
50.19 	non-United States jurisdiction, including but not limited to the International Association of 
50.20 	Insurance Supervisors Multilateral Memorandum of Understanding or other multilateral 
50.21 	memoranda of understanding coordinated by the NAIC. The commissioner must determine, 
50.22 	in consultation with the NAIC committee process, if the information sharing agreement 
50.23 	requirements are effective.
50.24 		Subd. 5.Non-United States jurisdiction; publication. (a) A list of non-United States 
50.25 	jurisdictions that recognize and accept the group capital calculation under section 60D.19, 
50.26 	subdivision 11b, paragraph (a), clause (4), must be published through the NAIC committee 
50.27 	process to assist the commissioner determine what insurers must file an annual group capital 
50.28 	calculation. The list must clarify the situations in which a jurisdiction is exempt from filing 
50.29 	under section 60D.19, subdivision 11b, paragraph (a), clause (4). To assist with a 
50.30 	determination under section 60D.19, subdivision 11b, paragraph (b), the list must also 
50.31 	identify whether a jurisdiction that is exempt under section 60D.19, subdivision 11b, 
50.32 	paragraph (a), clause (3) or (4), requires a group capital filing for any United States insurance 
50.33 	group's operations in the non-United States jurisdiction.
50.34 	(b) For a non-United States jurisdiction where no United States insurance group operates, 
50.35 	the confirmation provided to comply with subdivision 4, clause (1), item (ii), serves as 
51.1 	support for a recommendation to be published that the non-United States jurisdiction is a 
51.2 	jurisdiction that recognizes and accepts the group capital calculation pursuant to the NAIC 
51.3 	committee process.
51.4 	(c) If the commissioner makes a determination pursuant to section 60D.19, subdivision 
51.5 	11b, that differs from the NAIC list, the commissioner must provide thoroughly documented 
51.6 	justification to the NAIC and other states.
51.7 	(d) Upon a determination by the commissioner that a non-United States jurisdiction no 
51.8 	longer meets one or more of the requirements to recognize and accept the group capital 
51.9 	calculation, the commissioner may provide a recommendation to the NAIC that the 
51.10 	non-United States jurisdiction be removed from the list of jurisdictions that recognize and 
51.11 	accept the group capital calculation.

51.12 	Sec. 15. Minnesota Statutes 2024, section 60D.20, subdivision 1, is amended to read:
51.13 		Subdivision 1.Transactions within an insurance holding company system. (a) 
51.14 	Transactions within an insurance holding company system to which an insurer subject to 
51.15 	registration is a party are subject to the following standards:
51.16 	(1) the terms shall be fair and reasonable;
51.17 	(2) agreements for cost-sharing services and management shall include the provisions 
51.18 	required by rule issued by the commissioner;
51.19 	(3) charges or fees for services performed shall be reasonable;
51.20 	(4) expenses incurred and payment received shall be allocated to the insurer in conformity 
51.21 	with customary insurance accounting practices consistently applied;
51.22 	(5) the books, accounts, and records of each party to all such transactions shall be so 
51.23 	maintained as to clearly and accurately disclose the nature and details of the transactions 
51.24 	including this accounting information as is necessary to support the reasonableness of the 
51.25 	charges or fees to the respective parties; and
51.26 	(6) the insurer's surplus as regards policyholders following any dividends or distributions 
51.27 	to shareholder affiliates shall be reasonable in relation to the insurer's outstanding liabilities 
51.28 	and adequate to its financial needs.;
51.29 	(7) if the commissioner determines an insurer subject to this chapter is in a hazardous 
51.30 	financial condition, as defined under section 60E.02, subdivision 5, or a condition that would 
51.31 	be grounds for supervision, conservation, or a delinquency proceeding, the commissioner 
51.32 	may require the insurer to secure and maintain either a deposit, held by the commissioner, 
52.1 	or a bond, as determined by the insurer at the insurer's discretion, to protect the insurer for 
52.2 	the duration of the contract, agreement, or the existence of the condition for which the 
52.3 	commissioner required the deposit or bond. When determining whether a deposit or bond 
52.4 	is required, the commissioner must consider whether concerns exist with respect to the 
52.5 	affiliated person's ability to fulfill the contract or agreement if the insurer entered into 
52.6 	liquidation. Once the insurer is deemed to be in a hazardous financial condition or a condition 
52.7 	that would be grounds for supervision, conservation, or a delinquency proceeding, and a 
52.8 	deposit or bond is necessary, the commissioner may determine the amount of the deposit 
52.9 	or bond, not to exceed the value of the contract or agreement in any one year, and whether 
52.10 	the deposit or bond is required for a single contract, multiple contracts, or a contract only 
52.11 	with a specific person or persons;
52.12 	(8) all of an insurer's records and data held by an affiliate are and remain the property 
52.13 	of the insurer, are subject to control of the insurer, are identifiable, and are segregated or 
52.14 	readily capable of segregation, at no additional cost to the insurer, from all other persons' 
52.15 	records and data. For purposes of this clause, records and data include all records and data 
52.16 	that are otherwise the property of the insurer in whatever form maintained, including but 
52.17 	not limited to claims and claim files, policyholder lists, application files, litigation files, 
52.18 	premium records, rate books, underwriting manuals, personnel records, financial records, 
52.19 	or similar records within the affiliate's possession, custody, or control. At the request of the 
52.20 	insurer, the affiliate must provide that the receiver may (i) obtain a complete set of all records 
52.21 	of any type that pertain to the insurer's business, (ii) obtain access to the operating systems 
52.22 	on which the data are maintained, (iii) obtain the software that runs the operating systems 
52.23 	either through assumption of licensing agreements or otherwise, and (iv) restrict the use of 
52.24 	the data by the affiliate if the affiliate is not operating the insurer's business. The affiliate 
52.25 	must provide a waiver of any landlord lien or other encumbrance to provide the insurer 
52.26 	access to all records and data in the event the affiliate defaults under a lease or other 
52.27 	agreement; and
52.28 	(9) premiums or other funds belonging to the insurer that are collected or held by an 
52.29 	affiliate are the exclusive property of the insurer and are subject to the control of the insurer. 
52.30 	Any right of offset in the event an insurer is placed into receivership is subject to chapter 
52.31 	576.
52.32 	(b) The following transactions involving a domestic insurer and any person in its 
52.33 	insurance holding company system, including amendments or modifications of affiliate 
52.34 	agreements previously filed pursuant to this section, which are subject to any materiality 
52.35 	standards contained in clauses (1) to (7), may not be entered into unless the insurer has 
53.1 	notified the commissioner in writing of its intention to enter into the transaction at least 30 
53.2 	days prior thereto, or a shorter period the commissioner permits, and the commissioner has 
53.3 	not disapproved it within this period. The notice for amendments or modifications must 
53.4 	include the reasons for the change and the financial impact on the domestic insurer. Informal 
53.5 	notice must be reported, within 30 days after a termination of a previously filed agreement, 
53.6 	to the commissioner for determination of the type of filing required, if any:
53.7 	(1) sales, purchases, exchanges, loans or extensions of credit, guarantees, or investments 
53.8 	provided the transactions are equal to or exceed: (i) with respect to nonlife insurers, the 
53.9 	lesser of three percent of the insurer's admitted assets, or 25 percent of surplus as regards 
53.10 	policyholders; (ii) with respect to life insurers, three percent of the insurer's admitted assets; 
53.11 	each as of the 31st day of December next preceding;
53.12 	(2) loans or extensions of credit to any person who is not an affiliate, where the insurer 
53.13 	makes the loans or extensions of credit with the agreement or understanding that the proceeds 
53.14 	of the transactions, in whole or in substantial part, are to be used to make loans or extensions 
53.15 	of credit to, to purchase assets of, or to make investments in, any affiliate of the insurer 
53.16 	making such loans or extensions of credit provided the transactions are equal to or exceed: 
53.17 	(i) with respect to nonlife insurers, the lesser of three percent of the insurer's admitted assets 
53.18 	or 25 percent of surplus as regards policyholders; (ii) with respect to life insurers, three 
53.19 	percent of the insurer's admitted assets; each as of the 31st day of December next preceding;
53.20 	(3) reinsurance agreements or modifications to those agreements, including: (i) all 
53.21 	reinsurance pooling agreements; and (ii) agreements in which the reinsurance premium or 
53.22 	a change in the insurer's liabilities, or the projected reinsurance premium or a change in the 
53.23 	insurer's liabilities in any of the next three years, equals or exceeds five percent of the 
53.24 	insurer's surplus as regards policyholders, as of the 31st day of December next preceding, 
53.25 	including those agreements which may require as consideration the transfer of assets from 
53.26 	an insurer to a nonaffiliate, if an agreement or understanding exists between the insurer and 
53.27 	nonaffiliate that any portion of such the assets will be transferred to one or more affiliates 
53.28 	of the insurer;
53.29 	(4) all management agreements, service contracts, tax allocation agreements, guarantees, 
53.30 	and all cost-sharing arrangements;
53.31 	(5) guarantees when made by a domestic insurer; provided, however, that a guarantee 
53.32 	which is quantifiable as to amount is not subject to the notice requirements of this paragraph 
53.33 	unless it exceeds the lesser of one-half of one percent of the insurer's admitted assets or ten 
53.34 	percent of surplus as regards policyholders as of the 31st day of December next preceding. 
54.1 	Further, all guarantees which are not quantifiable as to amount are subject to the notice 
54.2 	requirements of this paragraph;
54.3 	(6) direct or indirect acquisitions or investments in a person that controls the insurer or 
54.4 	in an affiliate of the insurer in an amount which, together with its present holdings in the 
54.5 	investments, exceeds 2-1/2 percent of the insurer's surplus to policyholders. Direct or indirect 
54.6 	acquisitions or investments in subsidiaries acquired pursuant to section 60D.16, as otherwise 
54.7 	authorized under this chapter, or in nonsubsidiary insurance affiliates that are subject to the 
54.8 	provisions of sections 60D.15 to 60D.29, are exempt from this requirement; and
54.9 	(7) any material transactions, specified by regulation, which the commissioner determines 
54.10 	may adversely affect the interests of the insurer's policyholders.
54.11 	Nothing contained in this section authorizes or permits any transactions that, in the case 
54.12 	of an insurer not a member of the same insurance holding company system, would be 
54.13 	otherwise contrary to law.
54.14 	(c) A domestic insurer may not enter into transactions which are part of a plan or series 
54.15 	of like transactions with persons within the insurance holding company system if the purpose 
54.16 	of those separate transactions is to avoid the statutory threshold amount and thus avoid the 
54.17 	review that would occur otherwise. If the commissioner determines that the separate 
54.18 	transactions were entered into over any 12-month period for the purpose, the commissioner 
54.19 	may exercise the authority under section 60D.25.
54.20 	(d) The commissioner, in reviewing transactions pursuant to paragraph (b), shall consider 
54.21 	whether the transactions comply with the standards set forth in paragraph (a), and whether 
54.22 	they may adversely affect the interests of policyholders.
54.23 	(e) The commissioner shall be notified within 30 days of any investment of the domestic 
54.24 	insurer in any one corporation if the total investment in the corporation by the insurance 
54.25 	holding company system exceeds ten percent of the corporation's voting securities.
54.26 	(f) An affiliate that is party to an agreement or contract with a domestic insurer that is 
54.27 	subject to paragraph (b), clause (4), is subject to the jurisdiction of any supervision, seizure, 
54.28 	conservatorship, or receivership proceedings against the insurer and to the authority of a 
54.29 	supervisor, conservator, rehabilitator, or liquidator for the insurer appointed pursuant to 
54.30 	chapters 60B and 576 for the purpose of interpreting, enforcing, and overseeing the affiliate's 
54.31 	obligations under the agreement or contract to perform services for the insurer that are: (1) 
54.32 	an integral part of the insurer's operations, including but not limited to management, 
54.33 	administrative, accounting, data processing, marketing, underwriting, claims handling, 
54.34 	investment, or any other similar functions; or (2) essential to the insurer's ability to fulfill 
55.1 	the insurer's obligations under insurance policies. The commissioner may require that an 
55.2 	agreement or contract pursuant to paragraph (b), clause (4), to provide the services described 
55.3 	in clauses (1) and (2) must specify that the affiliate consents to the jurisdiction as provided 
55.4 	under this paragraph.

55.5 	Sec. 16. Minnesota Statutes 2024, section 60D.217, is amended to read:
55.6 	60D.217 GROUPWIDE SUPERVISION OF INTERNATIONALLY ACTIVE 
55.7 	INSURANCE GROUPS.
55.8 	(a) The commissioner is authorized to act as the groupwide supervisor for any 
55.9 	internationally active insurance group in accordance with the provisions of this section. 
55.10 	However, the commissioner may otherwise acknowledge another regulatory official as the 
55.11 	groupwide supervisor where the internationally active insurance group:
55.12 	(1) does not have substantial insurance operations in the United States;
55.13 	(2) has substantial insurance operations in the United States, but not in this state; or
55.14 	(3) has substantial insurance operations in the United States and this state, but the 
55.15 	commissioner has determined pursuant to the factors set forth in subsections paragraphs (b) 
55.16 	and (f) that the other regulatory official is the appropriate groupwide supervisor.
55.17 	An insurance holding company system that does not otherwise qualify as an internationally 
55.18 	active insurance group may request that the commissioner make a determination or 
55.19 	acknowledgment as to a groupwide supervisor pursuant to this section.
55.20 	(b) In cooperation with other state, federal, and international regulatory agencies, the 
55.21 	commissioner will must identify a single groupwide supervisor for an internationally active 
55.22 	insurance group. The commissioner may determine that the commissioner is the appropriate 
55.23 	groupwide supervisor for an internationally active insurance group that conducts substantial 
55.24 	insurance operations concentrated in this state. However, the commissioner may acknowledge 
55.25 	that a regulatory official from another jurisdiction is the appropriate groupwide supervisor 
55.26 	for the internationally active insurance group. The commissioner shall consider the following 
55.27 	factors when making a determination or acknowledgment under this subsection paragraph:
55.28 	(1) the place of domicile of the insurers within the internationally active insurance group 
55.29 	that hold the largest share of the group's written premiums, assets, or liabilities;
55.30 	(2) the place of domicile of the top-tiered insurer(s) insurer or insurers in the insurance 
55.31 	holding company system of the internationally active insurance group;
56.1 	(3) the location of the executive offices or largest operational offices of the internationally 
56.2 	active insurance group;
56.3 	(4) whether another regulatory official is acting or is seeking to act as the groupwide 
56.4 	supervisor under a regulatory system that the commissioner determines to be:
56.5 	(i) substantially similar to the system of regulation provided under the laws of this state; 
56.6 	or
56.7 	(ii) otherwise sufficient in terms of providing for groupwide supervision, enterprise risk 
56.8 	analysis, and cooperation with other regulatory officials; and
56.9 	(5) whether another regulatory official acting or seeking to act as the groupwide 
56.10 	supervisor provides the commissioner with reasonably reciprocal recognition and cooperation.
56.11 	However, a commissioner identified under this section as the groupwide supervisor may 
56.12 	determine that it is appropriate to acknowledge another supervisor to serve as the groupwide 
56.13 	supervisor. The acknowledgment of the groupwide supervisor shall be made after 
56.14 	consideration of the factors listed in clauses (1) to (5), and shall be made in cooperation 
56.15 	with and subject to the acknowledgment of other regulatory officials involved with 
56.16 	supervision of members of the internationally active insurance group, and in consultation 
56.17 	with the internationally active insurance group.
56.18 	(c) Notwithstanding any other provision of law, when another regulatory official is acting 
56.19 	as the groupwide supervisor of an internationally active insurance group, the commissioner 
56.20 	shall acknowledge that regulatory official as the groupwide supervisor. However, in the 
56.21 	event of a material change in the internationally active insurance group that results in:
56.22 	(1) the internationally active insurance group's insurers domiciled in this state holding 
56.23 	the largest share of the group's premiums, assets, or liabilities; or
56.24 	(2) this state being the place of domicile of the top-tiered insurer(s) insurer or insurers
56.25 	in the insurance holding company system of the internationally active insurance group,
56.26 	the commissioner shall make a determination or acknowledgment as to the appropriate 
56.27 	groupwide supervisor for such an internationally active insurance group pursuant to 
56.28 	subsection paragraph (b).
56.29 	(d) Pursuant to section 60D.21, the commissioner is authorized to collect from any 
56.30 	insurer registered pursuant to section 60D.19 all information necessary to determine whether 
56.31 	the commissioner may act as the groupwide supervisor of an internationally active insurance 
56.32 	group or if the commissioner may acknowledge another regulatory official to act as the 
56.33 	groupwide supervisor. Prior to issuing a determination that an internationally active insurance 
57.1 	group is subject to groupwide supervision by the commissioner, the commissioner shall 
57.2 	notify the insurer registered pursuant to section 60D.19 and the ultimate controlling person 
57.3 	within the internationally active insurance group. The internationally active insurance group 
57.4 	shall have not less than 30 days to provide the commissioner with additional information 
57.5 	pertinent to the pending determination. The commissioner shall publish in the State Register 
57.6 	and on the department's website the identity of internationally active insurance groups that 
57.7 	the commissioner has determined are subject to groupwide supervision by the commissioner.
57.8 	(e) If the commissioner is the groupwide supervisor for an internationally active insurance 
57.9 	group, the commissioner is authorized to engage in any of the following groupwide 
57.10 	supervision activities:
57.11 	(1) assess the enterprise risks within the internationally active insurance group to ensure 
57.12 	that:
57.13 	(i) the material financial condition and liquidity risks to the members of the internationally 
57.14 	active insurance group that are engaged in the business of insurance are identified by 
57.15 	management; and
57.16 	(ii) reasonable and effective mitigation measures are in place; or
57.17 	(2) request, from any member of an internationally active insurance group subject to the 
57.18 	commissioner's supervision, information necessary and appropriate to assess enterprise risk, 
57.19 	including but not limited to information about the members of the internationally active 
57.20 	insurance group regarding:
57.21 	(i) governance, risk assessment, and management;
57.22 	(ii) capital adequacy; and
57.23 	(iii) material intercompany transactions;
57.24 	(3) coordinate and, through the authority of the regulatory officials of the jurisdictions 
57.25 	where members of the internationally active insurance group are domiciled, compel 
57.26 	development and implementation of reasonable measures designed to ensure that the 
57.27 	internationally active insurance group is able to timely recognize and mitigate enterprise 
57.28 	risks to members of such the internationally active insurance group that are engaged in the 
57.29 	business of insurance;
57.30 	(4) communicate with other state, federal and international regulatory agencies for 
57.31 	members within the internationally active insurance group and share relevant information 
57.32 	subject to the confidentiality provisions of section 60D.22, through supervisory colleges as 
57.33 	set forth in section 60D.215 or otherwise;
58.1 	(5) enter into agreements with or obtain documentation from any insurer registered under 
58.2 	section 60D.19, any member of the internationally active insurance group, and any other 
58.3 	state, federal, and international regulatory agencies for members of the internationally active 
58.4 	insurance group, providing the basis for or otherwise clarifying the commissioner's role as 
58.5 	groupwide supervisor, including provisions for resolving disputes with other regulatory 
58.6 	officials. Such Agreements or documentation under this clause shall not serve as evidence 
58.7 	in any proceeding that any insurer or person within an insurance holding company system 
58.8 	not domiciled or incorporated in this state is doing business in this state or is otherwise 
58.9 	subject to jurisdiction in this state; and
58.10 	(6) other groupwide supervision activities, consistent with the authorities and purposes 
58.11 	enumerated above, as considered necessary by the commissioner.
58.12 	(f) If the commissioner acknowledges that another regulatory official from a jurisdiction 
58.13 	that is not accredited by the NAIC is the groupwide supervisor, the commissioner is 
58.14 	authorized to reasonably cooperate, through supervisory colleges or otherwise, with 
58.15 	groupwide supervision undertaken by the groupwide supervisor, provided that:
58.16 	(1) the commissioner's cooperation is in compliance with the laws of this state; and
58.17 	(2) the regulatory official acknowledged as the groupwide supervisor also recognizes 
58.18 	and cooperates with the commissioner's activities as a groupwide supervisor for other 
58.19 	internationally active insurance groups where applicable. Where such recognition and 
58.20 	cooperation by the groupwide supervisor is not reasonably reciprocal, the commissioner is 
58.21 	authorized to refuse recognition and cooperation.
58.22 	(g) The commissioner is authorized to enter into agreements with or obtain documentation 
58.23 	from any insurer registered under section 60D.19, any affiliate of the insurer, and other 
58.24 	state, federal, and international regulatory agencies for members of the internationally active 
58.25 	insurance group, that provide the basis for or otherwise clarify a regulatory official's role 
58.26 	as groupwide supervisor.
58.27 	(h) A registered insurer subject to this section shall be liable for and shall pay the 
58.28 	reasonable expenses of the commissioner's participation in the administration of this section, 
58.29 	including the engagement of attorneys, actuaries, and any other professionals and all 
58.30 	reasonable travel expenses.

58.31 	Sec. 17. Minnesota Statutes 2024, section 60D.22, subdivision 1, is amended to read:
58.32 		Subdivision 1.Classification protection and use of information by commissioner. (a) 
58.33 	Documents, materials, or other information in the possession or control of the department 
59.1 	that are obtained by or disclosed to the commissioner or any other person in the course of 
59.2 	an examination or investigation made pursuant to section 60D.21 and all information reported 
59.3 	pursuant to sections 60D.17, except as provided in section 60D.17, subdivision 1, paragraph 
59.4 	(e); 60D.18; 60D.19; and60D.20,; and 60D.217, are classified as confidential or protected 
59.5 	nonpublic or both, are not subject to subpoena, and are not subject to discovery or admissible 
59.6 	in evidence in a private civil action. However, the commissioner may use the documents, 
59.7 	materials, or other information in the furtherance of any regulatory or legal action brought 
59.8 	as a part of the commissioner's official duties. The commissioner shall not otherwise make 
59.9 	the documents, materials, or other information public without the prior written consent of 
59.10 	the insurer to which it pertains unless the commissioner, after giving the insurer and its 
59.11 	affiliates who would be affected by this action notice and opportunity to be heard, determines 
59.12 	that the interest of policyholders, shareholders, or the public will be is served by the 
59.13 	publication of it, in which event the commissioner may publish all or any part in the manner 
59.14 	the commissioner deems appropriate.
59.15 	(b) For purposes of the information reported and provided to the department pursuant 
59.16 	to section 60D.19, subdivision 11b, the commissioner must maintain the confidentiality of 
59.17 	the group capital calculation and group capital ratio produced within the calculation and 
59.18 	any group capital information received from an insurance holding company supervised by 
59.19 	the Federal Reserve Board or any United States groupwide supervisor.
59.20 	(c) For purposes of the information reported and provided to the department pursuant 
59.21 	to section 60D.19, subdivision 11c, the commissioner must maintain the confidentiality of 
59.22 	the liquidity stress test results and supporting disclosures and any liquidity stress test 
59.23 	information received from an insurance holding company supervised by the Federal Reserve 
59.24 	Board and non-United States groupwide supervisors.

59.25 	Sec. 18. Minnesota Statutes 2024, section 60D.22, subdivision 3, is amended to read:
59.26 		Subd. 3.Sharing of information. In order to assist in the performance of the 
59.27 	commissioner's duties, the commissioner:
59.28 	(1) may share documents, materials, or other information, including the confidential, 
59.29 	protected nonpublic, and privileged documents, materials, or information subject to this 
59.30 	section, including proprietary and trade secret documents and materials, with: (i) other state, 
59.31 	federal, and international regulatory agencies, with; (ii) the NAIC and its affiliates and 
59.32 	subsidiaries,; (iii) any third-party consultants designated by the commissioner; and with
59.33 	(iv) state, federal, and international law enforcement authorities, including members of any 
59.34 	supervisory college described in section 60D.215, provided that the recipient agrees in 
60.1 	writing to maintain the confidentiality and privileged status of the document, material, or 
60.2 	other information, and has verified in writing the legal authority to maintain confidentiality;
60.3 	(2) notwithstanding clause (1), may only share confidential, protected nonpublic, and 
60.4 	privileged documents, materials, or information reported pursuant to section 60D.19, 
60.5 	subdivision 11a, with commissioners of states having statutes or regulations substantially 
60.6 	similar to subdivision 1 and who have agreed in writing not to disclose this information;
60.7 	(3) may receive documents, materials, or information, including otherwise confidential 
60.8 	and privileged documents, materials, or information from the NAIC and its the NAIC's
60.9 	affiliates and subsidiaries and from regulatory and law enforcement officials of other foreign 
60.10 	or domestic jurisdictions, and shall maintain as confidential, protected nonpublic, or 
60.11 	privileged any document, material, or information received with notice or the understanding 
60.12 	that it is confidential or privileged under the laws of the jurisdiction that is the source of the 
60.13 	document, material, or information; and
60.14 	(4) shall enter into written agreements with the NAIC and a third-party consultant 
60.15 	designated by the commissioner governing sharing and use of information provided pursuant 
60.16 	to sections 60D.15 to 60D.29 consistent with this clause that shall:
60.17 	(i) specify procedures and protocols regarding the confidentiality and security of 
60.18 	information shared with the NAIC and its affiliates and subsidiaries or a third-party consultant 
60.19 	designated by the commissioner pursuant to sections 60D.15 to 60D.29, including procedures 
60.20 	and protocols for sharing by the NAIC with other state, federal, or international regulators. 
60.21 	The agreement must provide that the recipient agrees in writing to maintain the confidentiality 
60.22 	and privileged status of the documents, materials, or other information, and has verified in 
60.23 	writing the legal authority to maintain confidentiality;
60.24 	(ii) specify that ownership of information shared with the NAIC and its affiliates and 
60.25 	subsidiaries or a third-party consultant pursuant to sections 60D.15 to 60D.29 remains with 
60.26 	the commissioner and the NAIC's or a third-party consultant's, as designated by the 
60.27 	commissioner, use of the information is subject to the direction of the commissioner;
60.28 	(iii) excluding documents, material, or information reported pursuant to section 60D.19, 
60.29 	subdivision 11c, prohibit the NAIC or a third-party consultant designated by the 
60.30 	commissioner from storing the information shared pursuant to sections 60D.15 to 60D.29 
60.31 	in a permanent database after the underlying analysis is completed;
60.32 	(iii) (iv) require prompt notice to be given to an insurer whose confidential or protected 
60.33 	nonpublic information in the possession of the NAIC or a third-party consultant designated 
60.34 	by the commissioner pursuant to sections 60D.15 to 60D.29 is subject to a request or 
61.1 	subpoena to the NAIC or a third-party consultant designated by the commissioner for 
61.2 	disclosure or production; and
61.3 	(iv) (v) require the NAIC and its affiliates and subsidiaries or a third-party consultant 
61.4 	designated by the commissioner to consent to intervention by an insurer in any judicial or 
61.5 	administrative action in which the NAIC and its affiliates and subsidiaries or a third-party 
61.6 	consultant designated by the commissioner may be required to disclose confidential or 
61.7 	protected nonpublic information about the insurer shared with the NAIC and its affiliates 
61.8 	and subsidiaries or a third-party consultant designated by the commissioner pursuant to 
61.9 	sections 60D.15 to 60D.29.; and
61.10 	(vi) for documents, material, or information reported pursuant to section 60D.19, 
61.11 	subdivision 11c, in the case of an agreement involving a third-party consultant, provide for 
61.12 	notification of the identity of the consultant to the applicable insurers.

61.13 	Sec. 19. Minnesota Statutes 2024, section 60D.22, subdivision 6, is amended to read:
61.14 		Subd. 6.Classification protection and use by others. Documents, materials, or other 
61.15 	information in the possession or control of the NAIC or a third-party consultant designated 
61.16 	by the commissioner pursuant to sections 60D.15 to 60D.29 are confidential, protected 
61.17 	nonpublic, or privileged, are not subject to subpoena, and are not subject to discovery or 
61.18 	admissible in evidence in a private civil action.

61.19 	Sec. 20. Minnesota Statutes 2024, section 60D.22, is amended by adding a subdivision to 
61.20 	read:
61.21 		Subd. 7.Certain disclosures or publication prohibited. (a) The group capital calculation 
61.22 	and resulting group capital ratio required under section 60D.19, subdivision 11b, and the 
61.23 	liquidity stress test along with the liquidity stress test's results and supporting disclosures 
61.24 	required under section 60D.19, subdivision 11c, are regulatory tools to assess group risks 
61.25 	and capital adequacy and group liquidity risks, respectively, and are not intended as a means 
61.26 	to rank insurers or insurance holding company systems generally.
61.27 	(b) Except as otherwise required under sections 60D.09 to 60D.29, making, publishing, 
61.28 	disseminating, circulating, or placing before the public, or causing directly or indirectly to 
61.29 	be made, published, disseminated, circulated, or placed before the public in a newspaper, 
61.30 	magazine, or other publication, or in the form of a notice, circular, pamphlet, letter, or poster, 
61.31 	or over any radio, television station, or any electronic means of communication available 
61.32 	to the public, or in any other way as an advertisement, announcement, or statement containing 
61.33 	a representation or statement with regard to the group capital calculation, group capital ratio, 
62.1 	the liquidity stress test results, or supporting disclosures for the liquidity stress test of any 
62.2 	insurer or any insurer group, or of any component derived in the calculation by any insurer, 
62.3 	broker, or other person engaged in any manner in the insurance business is misleading and 
62.4 	is prohibited.
62.5 	(c) Notwithstanding paragraph (b), an insurer may publish an announcement in a written 
62.6 	publication if any materially false statement with respect to the group capital calculation, 
62.7 	resulting group capital ratio, an inappropriate comparison of any amount to an insurer's or 
62.8 	insurance group's group capital calculation or resulting group capital ratio, liquidity stress 
62.9 	test result, supporting disclosures for the liquidity stress test, or an inappropriate comparison 
62.10 	of any amount to an insurer's or insurance group's liquidity stress test result or supporting 
62.11 	disclosures is published in any written publication and the insurer is able to demonstrate to 
62.12 	the commissioner with substantial proof the statement's falsity or inappropriateness. The 
62.13 	sole purpose of an announcement under this paragraph must be to rebut the materially false 
62.14 	statement.

62.15 	Sec. 21. Minnesota Statutes 2024, section 60D.24, subdivision 2, is amended to read:
62.16 		Subd. 2.Voting of securities; when prohibited. No security that is the subject of any 
62.17 	agreement or arrangement regarding acquisition, or that is acquired or to be acquired, in 
62.18 	contravention of the provisions of this chapter or of any rule or order issued by the 
62.19 	commissioner may be voted at any shareholder's meeting, or may be counted for quorum 
62.20 	purposes, and any action of shareholders requiring the affirmative vote of a percentage of 
62.21 	shares may be taken as though the securities were not issued and outstanding. No action 
62.22 	taken at the meeting shall be invalidated by the voting of the securities, unless the action 
62.23 	would materially affect control of the insurer or unless the courts of this state have so 
62.24 	ordered. If an insurer or the commissioner has reason to believe that any security of the 
62.25 	insurer has been or is about to be acquired in contravention of the provisions of this chapter 
62.26 	or of any rule or order issued by the commissioner, the insurer or the commissioner may 
62.27 	apply to the district court for the county in which the insurer has its principal place of 
62.28 	business to enjoin any offer, request, invitation, agreement, or acquisition made in 
62.29 	contravention of section 60D.16 60D.17 or any rule or order issued by the commissioner 
62.30 	to enjoin the voting of any security so acquired, to void any vote of the security already cast 
62.31 	at any meeting of shareholders and for other equitable relief as the nature of the case and 
62.32 	the interest of the insurer's policyholders or the public requires.

63.1 	Sec. 22. Minnesota Statutes 2024, section 60D.25, is amended to read:
63.2 	60D.25 RECEIVERSHIP.
63.3 	Whenever it appears to the commissioner that any person has committed a violation of 
63.4 	this chapter that so impairs the financial condition of a domestic insurer as to threaten 
63.5 	insolvency or make the further transaction of business by it hazardous to its policyholders, 
63.6 	creditors, shareholders, or the public, then the commissioner may proceed as provided in 
63.7 	chapter 60B to take possessions of the property of the domestic insurer and to conduct the 
63.8 	business of that the domestic insurer.

63.9 	ARTICLE 6
63.10 	MINNESOTA BUSINESS CORPORATIONS ACT

63.11 	Section 1. Minnesota Statutes 2024, section 302A.011, subdivision 41, is amended to 
63.12 	read:
63.13 		Subd. 41.Beneficial owner; beneficial ownership. (a) "Beneficial owner," when used 
63.14 	with respect to shares or other securities, includes, but is not limited to, any person who, 
63.15 	directly or indirectly through any written or oral agreement, arrangement, relationship, 
63.16 	understanding, or otherwise, has or shares the power to vote, or direct the voting of, the 
63.17 	shares or securities or has or shares the power to dispose of, or direct the disposition of, the 
63.18 	shares or securities, except that:
63.19 	(1) a person shall not be deemed the beneficial owner of shares or securities tendered 
63.20 	pursuant to a tender or exchange offer made by the person or any of the person's affiliates 
63.21 	or associates until the tendered shares or securities are accepted for purchase or exchange; 
63.22 	and
63.23 	(2) a person shall not be deemed the beneficial owner of shares or securities with respect 
63.24 	to which the person has the power to vote or direct the voting arising solely from a revocable 
63.25 	proxy given in response to a proxy solicitation required to be made and made in accordance 
63.26 	with the applicable rules and regulations under the Securities Exchange Act of 1934 and is 
63.27 	not then reportable under that act on a Schedule 13D or comparable report, or, if the 
63.28 	corporation is not subject to the rules and regulations under the Securities Exchange Act of 
63.29 	1934, would have been required to be made and would not have been reportable if the 
63.30 	corporation had been subject to the rules and regulations.
63.31 	(b) "Beneficial ownership" includes, but is not limited to, the right to acquire shares or 
63.32 	securities through the exercise of options, warrants, or rights, or the conversion of convertible 
63.33 	securities, or otherwise. The shares or securities subject to the options, warrants, rights, or 
64.1 	conversion privileges held by a person shall be deemed to be outstanding for the purpose 
64.2 	of computing the percentage of outstanding shares or securities of the class or series owned 
64.3 	by the person, but shall not be deemed to be outstanding for the purpose of computing the 
64.4 	percentage of the class or series owned by any other person. A person shall be is deemed 
64.5 	the beneficial owner of shares and securities beneficially owned by: (1) any relative or 
64.6 	spouse of the person or any relative of the spouse, residing in the home of the person,; (2)
64.7 	any trust or estate in which the person (i) owns ten percent or more of the total beneficial 
64.8 	interest of the trust or estate, or (ii) serves as trustee or executor or in a similar fiduciary 
64.9 	capacity, for the trust or estate; (3) any organization in which the person owns ten percent 
64.10 	or more of the equity,; and (4) any affiliate of the person.
64.11 	(c) When two or more persons act or agree to act as a partnership, limited partnership, 
64.12 	syndicate, or other group for the purposes of acquiring, owning, or voting shares or other 
64.13 	securities of a corporation, all members of the partnership, syndicate, or other group are 
64.14 	deemed to constitute a "person" and to have acquired beneficial ownership, as of the date 
64.15 	they first so act or agree to act together, of all shares or securities of the corporation 
64.16 	beneficially owned by the person.

64.17 	Sec. 2. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision 
64.18 	to read:
64.19 		Subd. 72.Defective corporate act. "Defective corporate act" means an overissue, an 
64.20 	election or appointment of directors that is void or voidable due to a failure of authorization, 
64.21 	or an act or transaction purportedly taken by or on behalf of the corporation that is and, at 
64.22 	the time the act or transaction was purportedly taken, would have been within the 
64.23 	corporation's power under section 302A.101 but is void or voidable due to a failure of 
64.24 	authorization.

64.25 	Sec. 3. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision 
64.26 	to read:
64.27 		Subd. 73.Emergency. "Emergency" means a situation during which it is impracticable 
64.28 	for the corporation to conduct the corporation's affairs in accordance with this chapter, the 
64.29 	articles, the bylaws, or as specified in a notice for the meeting previously given as a result 
64.30 	of a catastrophic event or condition, including but not limited to an act of nature, an epidemic 
64.31 	or pandemic, a technological failure or malfunction, a terrorist incident or an act of war, a 
64.32 	cyber attack, a civil disturbance, or a governmental authority's emergency declaration.

65.1 	Sec. 4. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision 
65.2 	to read:
65.3 		Subd. 74.Failure of authorization. "Failure of authorization" means the failure: (1) to 
65.4 	authorize or effect an act or transaction in compliance with (i) this chapter, (ii) the articles 
65.5 	or bylaws, (iii) any plan or agreement to which the corporation is a party, or (iv) the 
65.6 	disclosure set forth in any proxy or consent solicitation statement, if and to the extent the 
65.7 	failure renders the act or transaction void or voidable; or (2) of the board or an officer to 
65.8 	authorize or approve an act or transaction taken by or on behalf of the corporation that 
65.9 	requires board or officer approval for the act or transaction's due authorization.

65.10 	Sec. 5. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision 
65.11 	to read:
65.12 		Subd. 75.Overissue. "Overissue" means the purported issuance of: (1) shares of a class 
65.13 	or series in excess of the number of shares of the class or series the corporation has the 
65.14 	power under the articles to issue under section 302A.401, subdivision 1, at the time of the 
65.15 	issuance; or (2) shares of any class or series that are not then authorized for issuance by the 
65.16 	articles.

65.17 	Sec. 6. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision 
65.18 	to read:
65.19 		Subd. 76.Putative shares. "Putative shares" means shares, including shares issued upon 
65.20 	exercise of rights to purchase, in each case, that were created or issued pursuant to a defective 
65.21 	corporate act, that: (1) but for a failure of authorization, would constitute valid shares; or 
65.22 	(2) the board is unable to determine are valid shares.

65.23 	Sec. 7. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision 
65.24 	to read:
65.25 		Subd. 77.Time of defective corporate act. "Time of defective corporate act" means 
65.26 	the date and time at which the defective corporate act was purportedly taken.

65.27 	Sec. 8. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision 
65.28 	to read:
65.29 		Subd. 78.Validation effective time. "Validation effective time," with respect to a 
65.30 	defective corporate act ratified under section 302A.166 or 302A.167, means the latest of:
66.1 	(1) the time when a defective corporate act submitted to shareholders for approval under 
66.2 	section 302A.166, subdivision 4, is approved by shareholders or, if no vote of the 
66.3 	shareholders is required to approve the ratification of the defective corporate act, immediately 
66.4 	following the time when the board adopts the resolutions required under section 302A.166, 
66.5 	subdivision 2 or 3;
66.6 	(2) if no certificate of validation must be filed under section 302A.166, subdivision 6, 
66.7 	the time, if any, specified by the board of directors in the resolutions adopted under section 
66.8 	302A.166, subdivision 2 or 3, provided the time specified by the board of directors does 
66.9 	not precede the time when the resolutions are adopted; or
66.10 	(3) the time when any certificate of validation filed under section 302A.166, subdivision 
66.11 	6, is filed with the secretary of state.

66.12 	Sec. 9. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision 
66.13 	to read:
66.14 		Subd. 79.Valid shares. "Valid shares" means shares that have been duly authorized 
66.15 	and validly issued as required under this chapter.

66.16 	Sec. 10. Minnesota Statutes 2024, section 302A.111, subdivision 2, is amended to read:
66.17 		Subd. 2.Statutory provisions that may be modified only in articles or in a 
66.18 	shareholder control agreement. The following provisions govern a corporation unless 
66.19 	modified in the articles or in a shareholder control agreement under section 302A.457:
66.20 	(a) a corporation has general business purposes (section 302A.101);
66.21 	(b) a corporation has perpetual existence and certain powers (section 302A.161);
66.22 	(c) the power to adopt, amend, or repeal the bylaws is vested in the board (section 
66.23 	302A.181);
66.24 	(d) a corporation must allow cumulative voting for directors (section 302A.215, 
66.25 	subdivision 2);
66.26 	(e) the affirmative vote of a majority of directors present is required for an action of the 
66.27 	board (section 302A.237);
66.28 	(f) a written action by the board taken without a meeting must be signed by all directors 
66.29 	(section 302A.239);
66.30 	(g) the board may authorize the issuance of securities and rights to purchase securities 
66.31 	(section 302A.401, subdivision 1);
67.1 	(h) all shares are common shares entitled to vote and are of one class and one series 
67.2 	(section 302A.401, subdivision 2, clauses (a) and (b));
67.3 	(i) all shares have equal rights and preferences in all matters not otherwise provided for 
67.4 	by the board (section 302A.401, subdivision 2, clause (b));
67.5 	(j) the par value of shares is fixed at one cent per share for certain purposes and may be 
67.6 	fixed by the board for certain other purposes (section 302A.401, subdivision 2, clause (c));
67.7 	(k) the board or the shareholders may issue shares for any consideration or for no 
67.8 	consideration to effectuate share dividends, divisions, or combinations, and determine the 
67.9 	value of nonmonetary consideration (section 302A.405, subdivision 1);
67.10 	(l) shares of a class or series must not be issued to holders of shares of another class or 
67.11 	series to effectuate share dividends, divisions, or combinations, unless authorized by a 
67.12 	majority of the voting power of the shares of the same class or series as the shares to be 
67.13 	issued (section 302A.405, subdivision 1);
67.14 	(m) a corporation may issue rights to purchase securities whose terms, provisions, and 
67.15 	conditions are fixed by the board (section 302A.409);
67.16 	(n) a shareholder has certain preemptive rights, unless otherwise provided by the board 
67.17 	(section 302A.413);
67.18 	(o) the affirmative vote of the holders of a majority of the voting power of the shares 
67.19 	present and entitled to vote at a duly held meeting is required for an action of the 
67.20 	shareholders, except where this chapter requires the affirmative vote of a plurality of the 
67.21 	votes cast (section 302A.215, subdivision 1) or a majority of the voting power of all shares 
67.22 	entitled to vote (section 302A.437, subdivision 1);
67.23 	(p) shares of a corporation acquired by the corporation may be reissued (section 
67.24 	302A.553, subdivision 1);
67.25 	(q) each share has one vote unless otherwise provided in the terms of the share (section 
67.26 	302A.445, subdivision 3);
67.27 	(r) a corporation may issue shares for a consideration less than the par value, if any, of 
67.28 	the shares (section 302A.405, subdivision 2);
67.29 	(s) the board may effect share dividends, divisions, and combinations under certain 
67.30 	circumstances without shareholder approval (section 302A.402);
67.31 	(t) a written action of shareholders must be signed by all shareholders (section 302A.441);
68.1 	(u) specified amendments of the articles create dissenters' rights (section 302A.471, 
68.2 	subdivision 1, clause (a)); and
68.3 	(v) shareholders are entitled to vote as a class or series upon proposed amendments to 
68.4 	the articles in specified circumstances (section 302A.137).; and
68.5 	(w) the corporation's business and affairs must be managed by or under the board's 
68.6 	direction (section 302A.201).

68.7 	Sec. 11. Minnesota Statutes 2024, section 302A.161, is amended by adding a subdivision 
68.8 	to read:
68.9 		Subd. 23a.Emergency powers. (a) During an emergency, unless emergency bylaws 
68.10 	provide otherwise:
68.11 	(1) notice of a meeting of the board must be given only to the directors that are practicable 
68.12 	to reach and may, if ordinary notice is impracticable or inadvisable due to the emergency, 
68.13 	be given in any practicable manner; and
68.14 	(2) the officers designated on a list approved by the board of directors before the 
68.15 	emergency, in the priority order and subject to conditions as may be provided in the board 
68.16 	resolution approving the list, must, to the extent required to provide a quorum at any meeting 
68.17 	of the board, be deemed directors for the meeting.
68.18 	(b) During an emergency that makes it impracticable to convene a meeting of shareholders 
68.19 	in accordance with this chapter, the articles, the bylaws, or as specified in a notice for the 
68.20 	meeting previously given, unless emergency bylaws provide otherwise, the board may 
68.21 	postpone a meeting of shareholders for which notice has been given or authorize shareholders 
68.22 	to participate in a meeting by any means of remote communication that conforms with 
68.23 	section 302A.436. The corporation must give notice to shareholders, by the means and with 
68.24 	shorter advance notice as are reasonable in the circumstances, of a postponement, including 
68.25 	any new date, time, or place, and describe any means of remote communication to be used. 
68.26 	The notice to shareholders by a publicly held corporation may be given solely by means of 
68.27 	a document publicly filed by the corporation with the Securities and Exchange Commission 
68.28 	pursuant to the rules and regulations under the Securities Exchange Act of 1934, United 
68.29 	States Code, title 15, section 78a, et seq.
68.30 	(c) A corporate action taken in good faith under this subdivision during an emergency 
68.31 	to further the business and affairs of the corporation binds the corporation.

69.1 	Sec. 12. [302A.166] DEFECTIVE CORPORATE ACTS AND SHARES; 
69.2 	RATIFICATION.
69.3 		Subdivision 1.Effect of ratification or validation. Subject to subdivision 7, a defective 
69.4 	corporate act or putative share is not void or voidable solely as a result of a failure of 
69.5 	authorization if the defective corporate act or putative share is ratified under this section or 
69.6 	validated by a court in a proceeding brought under section 302A.167.
69.7 		Subd. 2.Board approval; generally. (a) In order to ratify one or more defective corporate 
69.8 	acts under this section other than ratifying an election of the first board under subdivision 
69.9 	3, the board must adopt resolutions stating:
69.10 	(1) the defective corporate act or acts to be ratified;
69.11 	(2) the date of each defective corporate act or acts;
69.12 	(3) if the defective corporate act or acts involved the issuance of putative shares, the 
69.13 	number and type of putative shares issued and the date or dates upon which the putative 
69.14 	shares were purported to have been issued;
69.15 	(4) the nature of the failure of authorization in respect of each defective corporate act 
69.16 	to be ratified; and
69.17 	(5) that the board approves ratification of the defective corporate act or acts.
69.18 	(b) The resolutions also may provide that, at any time before the validation effective 
69.19 	time in respect of a defective corporate act set forth in the resolutions, notwithstanding the 
69.20 	approval of the ratification of the defective corporate act by shareholders, the board may 
69.21 	abandon the ratification of the defective corporate act without further action of the 
69.22 	shareholders.
69.23 	(c) The quorum and voting requirements that apply to the board's ratification of any 
69.24 	defective corporate act must be the quorum and voting requirements applicable to the type 
69.25 	of defective corporate act proposed to be ratified at the time the board adopts the resolutions 
69.26 	ratifying the defective corporate act. If the articles or bylaws, any plan or agreement to 
69.27 	which the corporation was a party, or any provision of this chapter, in each case as in effect 
69.28 	as of the time of the defective corporate act, require a larger number or portion of directors 
69.29 	or of specified directors for a quorum to be present or to approve the defective corporate 
69.30 	act, the larger number or portion of the directors or the specified directors must be required 
69.31 	for a quorum to be present or to adopt the resolutions to ratify the defective corporate act, 
69.32 	as applicable; except that the presence or approval of a director elected, appointed, or 
69.33 	nominated by holders of any class or series of which no shares are outstanding at the time 
70.1 	the board adopts the resolutions ratifying the defective corporate act, or by any person that 
70.2 	is no longer a shareholder at the time the board adopts the resolutions ratifying the defective 
70.3 	corporate act, is not required.
70.4 		Subd. 3.Board approval; election of first board. To ratify a defective corporate act 
70.5 	in respect of the election of the first board under section 302A.201, subdivision 1, a majority 
70.6 	of the persons who, at the time the resolutions required by this subdivision are adopted, are 
70.7 	exercising the powers of directors under claim and color of an election or appointment as 
70.8 	such may adopt resolutions stating:
70.9 	(1) the name of the person or persons who first took action in the name of the corporation 
70.10 	as the first board;
70.11 	(2) the earlier of the date on which the persons first took the action or were purported 
70.12 	to have been elected as the first board; and
70.13 	(3) that the ratification of the election of the person or persons as the first board is 
70.14 	approved.
70.15 		Subd. 4.Shareholder approval; when required. A defective corporate act ratified 
70.16 	under subdivision 2 must be submitted to shareholders for approval under subdivision 5, 
70.17 	unless:
70.18 	(1)(i) no other provision of this chapter, and no provision of the articles or bylaws, or 
70.19 	of any plan or agreement to which the corporation is a party, requires shareholder approval 
70.20 	of the defective corporate act to be ratified, either at the time of the defective corporate act 
70.21 	or at the time the board adopts the resolutions ratifying the defective corporate act under 
70.22 	subdivision 2, and (ii) the defective corporate act did not result from a failure to comply 
70.23 	with section 302A.673; or
70.24 	(2) as of the adoption of the resolutions of the board under subdivision 2, there are no 
70.25 	valid shares outstanding and entitled to vote thereon, regardless of whether there then exist 
70.26 	any putative shares.
70.27 		Subd. 5.Shareholder approval; process. (a) If the ratification of a defective corporate 
70.28 	act must be submitted to shareholders for approval under subdivision 4, notice of the meeting 
70.29 	must be given in the manner set forth in section 302A.435 to each holder of valid shares 
70.30 	and putative shares, whether voting or nonvoting.
70.31 	(b) The notice under this subdivision must be given as follows:
70.32 	(1) in the case of a defective corporate act that did not involve the establishment of a 
70.33 	record date for notice of or voting at any meeting of shareholders, for written action of 
71.1 	shareholders in lieu of a meeting, or for any other purpose, to the shareholders of valid 
71.2 	shares and putative shares, whether voting or nonvoting, as of the time of the defective 
71.3 	corporate act, other than holders whose identities or addresses cannot be determined from 
71.4 	the corporation's records; or
71.5 	(2) in the case of a defective corporate act that involved the establishment of a record 
71.6 	date for notice of or voting at any meeting of shareholders, for written action of shareholders 
71.7 	in lieu of a meeting, or for any other purpose, to the shareholders of valid shares and putative 
71.8 	shares, whether voting or nonvoting, as of the record date for notice of or voting at the 
71.9 	meeting, the record date for written action, or the record date for the other action, as the 
71.10 	case may be, other than holders whose identities or addresses cannot be determined from 
71.11 	the corporation's records.
71.12 	(c) The notice must contain a copy of the resolutions adopted by the board under 
71.13 	subdivision 2 or the information required by subdivision 2, paragraph (a), clauses (1) to (5). 
71.14 	The notice must include a statement that any claim that the defective corporate act or putative 
71.15 	shares ratified under this section is void or voidable due to the failure of authorization, or 
71.16 	that a court should declare in the court's discretion that a ratification in accordance with this 
71.17 	section is not effective or is effective only on certain conditions, must be brought within 
71.18 	120 days from the applicable validation effective time.
71.19 	(d) At the meeting, the quorum and voting requirements that apply to ratification of the 
71.20 	defective corporate act must be the same quorum and voting requirements that apply to the 
71.21 	type of defective corporate act proposed to be ratified at the time of the approval of the 
71.22 	ratification, except that:
71.23 	(1) if the articles or bylaws, a plan or agreement to which the corporation was a party, 
71.24 	or a provision under this chapter in effect as of the time of the defective corporate act requires 
71.25 	a larger number or portion of shares or of any class or series thereof or of specified 
71.26 	shareholders for a quorum to be present or to approve the defective corporate act, the presence 
71.27 	or approval of the larger number or portion of stock or of the class or series thereof or of 
71.28 	the specified shareholders must be required for a quorum to be present or to approve the 
71.29 	ratification of the defective corporate act, as applicable; except that the presence or approval 
71.30 	of shares of any class or series of which no shares are outstanding at the time of the approval 
71.31 	of the ratification, or of any person that is no longer a shareholder at the time of the approval 
71.32 	of the ratification, is not required; and
71.33 	(2) the approval by shareholders of the ratification of a director's election requires the 
71.34 	affirmative vote of a plurality of shares present at the meeting and entitled to vote on the 
72.1 	election of the director in the manner set forth in section 302A.215, except that, if the articles 
72.2 	or bylaws then in effect or in effect at the time of the defective election require or required 
72.3 	a larger number or portion of shares or of any class or series thereof or of specified 
72.4 	shareholders to elect the director, the affirmative vote of the larger number or portion of 
72.5 	shares or of any class or series thereof or of the specified shareholders must be required to 
72.6 	ratify the election of the director; except that the presence or approval of shares of any class 
72.7 	or series of which no shares are outstanding at the time of the approval of the ratification, 
72.8 	or of any person that is no longer a shareholder at the time of the approval of the ratification, 
72.9 	is not required.
72.10 	(e) Putative shares, measured as of the adoption by the board of resolutions under 
72.11 	subdivision 2 and without giving effect to any ratification that becomes effective after the 
72.12 	adoption, are neither entitled to vote nor counted for quorum purposes in a vote to ratify a 
72.13 	defective corporate act.
72.14 		Subd. 6.Certificate of validation. (a) If a defective corporate act ratified under this 
72.15 	section requires under any other section of this chapter a certificate to be filed with the 
72.16 	secretary of state, and either (1) the certificate requires any change to give effect to the 
72.17 	defective corporate act in accordance with this section, including a change to the date and 
72.18 	time of the effectiveness of the certificate, or (2) a certificate was not previously filed with 
72.19 	respect to the defective corporate act, the corporation must file with the secretary of state 
72.20 	a certificate of validation with respect to the defective corporate act in lieu of filing the 
72.21 	certificate otherwise required by this chapter.
72.22 	(b) A separate certificate of validation is required for each defective corporate act that 
72.23 	requires the filing of a certificate of validation under this section, except that (1) two or 
72.24 	more defective corporate acts may be included in a single certificate of validation if the 
72.25 	corporation filed with the secretary of state, or to comply with this chapter would have filed 
72.26 	with the secretary of state, a single certificate under another provision of this chapter to 
72.27 	effect the acts, and (2) two or more overissues of shares, or of any class or series of shares, 
72.28 	may be included in a single certificate of validation; provided that the increase in the number 
72.29 	of authorized shares, or of each class or series, set forth in the certificate of validation is 
72.30 	effective on the date of the first overissue.
72.31 	(c) The certificate of validation must set forth:
72.32 	(1) that the corporation has ratified one or more defective corporate acts that would have 
72.33 	required filing with the secretary of state of a certificate under this chapter;
73.1 	(2) that each defective corporate act has been ratified in accordance with this section; 
73.2 	and
73.3 	(3) the following information:
73.4 	(i) if a certificate was previously filed with the secretary of state under this chapter with 
73.5 	respect to the defective corporate act and the certificate requires any change to give effect 
73.6 	to the defective corporate act in accordance with this section, including a change to the date 
73.7 	and time of the effectiveness of the certificate, the certificate of validation must set forth:
73.8 	(A) the name, title, and filing date of the certificate previously filed and any certificate 
73.9 	of correction to the certificate previously filed;
73.10 	(B) a statement that a certificate containing all of the information that must be included 
73.11 	under the applicable section or sections of this chapter to give effect to the defective corporate 
73.12 	act is attached as an exhibit to the certificate of validation; and
73.13 	(C) the date and time that the certificate is deemed effective pursuant to this section; or
73.14 	(ii) if a certificate was not previously filed with the secretary of state under this chapter 
73.15 	in respect of the defective corporate act and the defective corporate act ratified pursuant to 
73.16 	this section would have required under any other section of this chapter the filing with the 
73.17 	secretary of state of a certificate, the certificate of validation shall set forth:
73.18 	(A) a statement that a certificate containing all of the information required to be included 
73.19 	under the applicable section or sections of this chapter to give effect to the defective corporate 
73.20 	act is attached as an exhibit to the certificate of validation; and
73.21 	(B) the date and time that the certificate shall be deemed to have become effective 
73.22 	pursuant to this section.
73.23 	(d) A certificate attached to a certificate of validation need not be separately executed 
73.24 	and acknowledged and need not include a statement required by another section under this 
73.25 	chapter that the instrument has been approved and adopted in accordance with the provisions 
73.26 	of the other section under this chapter.
73.27 		Subd. 7.Retroactive effect. From and after the validation effective time, unless otherwise 
73.28 	determined in an action brought pursuant to section 302A.167, subject to subdivision 5, 
73.29 	paragraph (e):
73.30 	(1) each defective corporate act ratified in accordance with this section is no longer 
73.31 	deemed void or voidable as a result of the failure of authorization described in the resolutions 
74.1 	adopted under subdivision 2, effective retroactively from the time of the defective corporate 
74.2 	act; and
74.3 	(2) each share or fraction of a share of putative shares issued or purportedly issued 
74.4 	pursuant to the defective corporate act is no longer deemed void or voidable, and is deemed 
74.5 	to be an identical outstanding share or fraction of an outstanding share as of the time the 
74.6 	share or fraction of a share was purportedly issued.
74.7 		Subd. 8.Postratification notice. (a) Except as provided under paragraph (b), with respect 
74.8 	to each defective corporate act ratified by the board under subdivision 2 or subdivision 3, 
74.9 	prompt notice of the ratification must be given to all shareholders of valid shares and putative 
74.10 	shares, whether voting or nonvoting, as of the date the board adopts the resolutions approving 
74.11 	the defective corporate act, or as of a date within 60 days after the date of adoption, as 
74.12 	established by the board. The notice must be sent to the address of the holder as the address 
74.13 	appears or most recently appeared, as appropriate, on the corporation's records. The notice 
74.14 	must be given to the shareholders of valid shares and putative shares, whether voting or 
74.15 	nonvoting, as of the time of the defective corporate act, other than holders whose identities 
74.16 	or addresses cannot be determined from the records of the corporation. The notice must 
74.17 	contain a copy of the resolutions adopted under subdivision 2 or the information specified 
74.18 	under subdivision 2, paragraph (a), clauses (1) to (5), or subdivision 3, clauses (1) to (3), 
74.19 	as applicable, and a statement that any claim that the defective corporate act or putative 
74.20 	shares ratified under this section is void or voidable due to the failure of authorization, or 
74.21 	that a court should declare in the court's discretion that a ratification in accordance with this 
74.22 	section is not effective or is effective only on certain conditions, must be brought within 
74.23 	120 days from the latter of the validation effective time or the time at which the notice 
74.24 	required by this subdivision is given.
74.25 	(b) Notice is not required if notice of the ratification of the defective corporate act is 
74.26 	given in accordance with subdivision 5 and, in the case of a corporation that has a class of 
74.27 	shares listed on a national securities exchange, the notice required by this subdivision and 
74.28 	subdivision 5 may be deemed given if disclosed in a document publicly filed by the 
74.29 	corporation with the Securities and Exchange Commission pursuant to section 13, 14, or 
74.30 	15(d) of the Securities Exchange Act of 1934, as amended, United States Code, title 15, 
74.31 	section 78a, et seq., and rules and regulations promulgated under the Securities Exchange 
74.32 	Act of 1934, as amended, or the corresponding provisions of any subsequent United States 
74.33 	securities laws, rules, or regulations.
74.34 	(c) If a defective corporate act has been approved by shareholders acting pursuant to 
74.35 	section 302A.441, the notice required by this subdivision may be included in a notice 
75.1 	required under section 302A.441, subdivision 3. If the notice is given under section 
75.2 	302A.441, the notice must be sent to the shareholders entitled to the notice under section 
75.3 	302A.441, subdivision 3, and to all holders of valid shares and putative shares to whom 
75.4 	notice is required under this subdivision if the defective corporate act had been approved 
75.5 	at a meeting and the record date for determining the shareholders entitled to notice of the 
75.6 	meeting had been the date for determining the shareholders entitled to notice under paragraph 
75.7 	(a) other than any shareholder who approved the written action in lieu of a meeting under 
75.8 	section 302A.441 or any holder of putative shares who otherwise consented thereto in 
75.9 	writing.
75.10 	(d) For purposes of this subdivision and subdivision 5 only, notice to holders of putative 
75.11 	shares, and notice to holders of valid shares and putative shares as of the time of the defective 
75.12 	corporate act, is treated as notice to holders of valid shares for purposes of sections 302A.435 
75.13 	and 302A.441.

75.14 	Sec. 13. [302A.167] VALIDITY OF DEFECTIVE CORPORATE ACTS AND 
75.15 	SHARES; PROCEEDINGS.
75.16 		Subdivision 1.When permitted. Subject to subdivision 5, upon application by the 
75.17 	corporation, a successor entity to the corporation, a member of the board, a shareholder or 
75.18 	beneficial owner of valid shares or putative shares, a shareholder or beneficial owner of 
75.19 	valid shares or putative shares as of the time of a defective corporate act ratified pursuant 
75.20 	to section 302A.166, or other person claiming to be substantially and adversely affected by 
75.21 	a ratification pursuant to section 302A.166, a court may:
75.22 	(1) determine the validity and effectiveness of any defective corporate act ratified pursuant 
75.23 	to section 302A.166;
75.24 	(2) determine the validity and effectiveness of the ratification of any defective corporate 
75.25 	act pursuant to section 302A.166;
75.26 	(3) determine the validity and effectiveness of any defective corporate act not ratified 
75.27 	or not ratified effectively pursuant to section 302A.166;
75.28 	(4) determine the validity of any corporate act or transaction and any shares or rights to 
75.29 	purchase; and
75.30 	(5) modify or waive any of the procedures set forth in section 302A.166 to ratify a 
75.31 	defective corporate act.
75.32 		Subd. 2.Remedies. In connection with an action under this section, a court may:
76.1 	(1) declare that a ratification under section 302A.166 is not effective or is only effective 
76.2 	at a time or upon conditions established by the court;
76.3 	(2) validate and declare effective a defective corporate act or putative shares and impose 
76.4 	conditions upon the court's validation;
76.5 	(3) require measures to remedy or avoid harm to a person substantially and adversely 
76.6 	affected by a ratification under section 302A.166 or from a court order pursuant to this 
76.7 	section, excluding harm that would have resulted if the defective corporate act had been 
76.8 	valid when approved or effectuated;
76.9 	(4) order the secretary of state to accept an instrument for filing with an effective time 
76.10 	specified by the court, which may be before or after the time of the order, provided that the 
76.11 	filing date of the instrument must be determined in accordance with section 302A.011, 
76.12 	subdivision 11;
76.13 	(5) approve a share register for the corporation that includes any shares ratified or 
76.14 	validated in accordance with this section or section 302A.166;
76.15 	(6) declare that putative shares are valid shares or require a corporation to issue and 
76.16 	deliver valid shares in place of any putative shares;
76.17 	(7) order a meeting of holders of valid shares or putative shares and determine the right 
76.18 	and power of persons claiming to hold valid shares or putative shares to vote at the ordered 
76.19 	meeting;
76.20 	(8) declare that a defective corporate act validated by a court is effective as of the time 
76.21 	of the defective corporate act or at another time the court may determine;
76.22 	(9) declare that putative shares validated by a court shall be deemed to be an identical 
76.23 	share or fraction of a valid share as of the time originally issued or purportedly issued or at 
76.24 	such other time as the court may determine; and
76.25 	(10) make other orders regarding matters as the court deems proper under the 
76.26 	circumstances.
76.27 		Subd. 3.Service. Service of the application under subdivision 1 upon the registered 
76.28 	agent of the corporation is deemed to be service upon the corporation, and no other party 
76.29 	needs to be joined in order for a court to adjudicate the matter. In an action filed by the 
76.30 	corporation, a court may require notice of the action be provided to other persons specified 
76.31 	by the court and permit the other persons to intervene in the action.
77.1 		Subd. 4.Considerations. In connection with resolving matters pursuant to subdivisions 
77.2 	1 and 2, a court may consider the following:
77.3 	(1) whether the defective corporate act was originally approved or effectuated with the 
77.4 	good faith belief that the approval or effectuation was in compliance with the provisions of 
77.5 	this chapter, the articles, or the bylaws;
77.6 	(2) whether the corporation and board have treated the defective corporate act as a valid 
77.7 	act or transaction and whether a person has acted in reliance on the public record that the 
77.8 	defective corporate act was valid;
77.9 	(3) whether any person may be or was harmed by the ratification or validation of the 
77.10 	defective corporate act, excluding harm that would have resulted if the defective corporate 
77.11 	act had been valid when approved or effectuated;
77.12 	(4) whether any person is harmed by the failure to ratify or validate the defective corporate 
77.13 	act; and
77.14 	(5) any other factors or considerations the court deems just and equitable.
77.15 		Subd. 5.Statute of limitations. An action asserting that (1) a defective corporate act or 
77.16 	putative shares ratified in accordance with section 302A.166 is void or voidable due to a 
77.17 	failure of authorization identified in the resolution adopted in accordance with section 
77.18 	302A.166, subdivision 2 or 3, or (2) a court should declare in its discretion that a ratification 
77.19 	in accordance with section 302A.166 not be effective or be effective only on certain 
77.20 	conditions, is prohibited from being brought after the expiration of 120 days from the later 
77.21 	of the validation effective time and the time notice, if any, that is required to be given 
77.22 	pursuant to section 302A.166, subdivision 8, is given with respect to the ratification; except 
77.23 	that this subdivision does not apply to an action asserting that a ratification was not 
77.24 	accomplished in accordance with section 302A.166 or to any person to whom notice of the 
77.25 	ratification was required to have been given pursuant to 302A.166, subdivision 5 or 8, but 
77.26 	to whom the notice was not given.

77.27 	Sec. 14. Minnesota Statutes 2024, section 302A.181, is amended by adding a subdivision 
77.28 	to read:
77.29 		Subd. 4.Emergency bylaws. (a) Unless the articles provide otherwise, bylaws may 
77.30 	contain provisions that are effective only during an emergency. The emergency bylaws may 
77.31 	contain provisions necessary to manage the corporation during the emergency, including:
77.32 	(1) procedures for calling a meeting of the board;
78.1 	(2) quorum requirements for the meeting;
78.2 	(3) designation of additional or substitute directors; and
78.3 	(4) procedures for the board to determine the duration of an emergency.
78.4 	(b) All provisions of the regular bylaws that are not inconsistent with the emergency 
78.5 	bylaws remain effective during the emergency.
78.6 	(c) Corporate action taken in good faith in accordance with the emergency bylaws binds 
78.7 	the corporation.

78.8 	Sec. 15. Minnesota Statutes 2024, section 302A.201, subdivision 1, is amended to read:
78.9 		Subdivision 1.Board to manage. The business and affairs of a corporation shall be 
78.10 	managed by or under the direction of a board, subject to the provisions of subdivision 2 and 
78.11 	section 302A.457, and except as may be otherwise provided in the articles. If a provision 
78.12 	is made in the articles: (1) the powers and duties conferred or imposed upon the board of 
78.13 	directors by this chapter must be exercised or performed to the extent and by the natural 
78.14 	persons provided in the articles, (2) the directors have no duties, liabilities, or responsibilities 
78.15 	as directors under this chapter with respect to or arising from the exercise or performance 
78.16 	of, or from the failure to exercise or perform, the conferred or imposed powers and duties 
78.17 	by the other persons, and (3) the other persons have all of the duties, liabilities, and 
78.18 	responsibilities of directors under this chapter with respect to and arising from the exercise 
78.19 	or performance of, or the failure to exercise or perform, the conferred or imposed powers 
78.20 	and duties. The members of the first board may be named in the articles or elected by the 
78.21 	incorporators pursuant to section 302A.171 or by the shareholders.

78.22 	Sec. 16. Minnesota Statutes 2024, section 302A.237, is amended by adding a subdivision 
78.23 	to read:
78.24 		Subd. 3.Agreements and other instruments; authorization. When this chapter requires 
78.25 	the board to approve or to take other action with respect to an agreement, instrument, plan, 
78.26 	or document, the agreement, instrument, plan, or document may be approved by the board 
78.27 	in final form or in substantially final form. If the board acts to approve or take other action 
78.28 	with respect to an agreement, instrument, plan, or document that this chapter requires to be 
78.29 	filed with the secretary of state or referenced in any certificate filed, the board may, at any 
78.30 	time after providing the approval or taking other action and prior to the effectiveness of the 
78.31 	filing with the secretary of state, adopt a resolution ratifying the agreement, instrument, 
78.32 	plan, or document. The ratification under this subdivision is effective as of the time of the 
79.1 	original approval or other action by the board and to satisfy any requirement under this 
79.2 	chapter that the board approve or take other action with respect to the agreement, instrument, 
79.3 	plan, or document in a specific manner or sequence.

79.4 	Sec. 17. Minnesota Statutes 2024, section 302A.361, is amended to read:
79.5 	302A.361 STANDARD OF CONDUCT.
79.6 		Subdivision 1.Standard; liability. An officer shall discharge the duties of an office in 
79.7 	good faith, in a manner the officer reasonably believes to be in the best interests of the 
79.8 	corporation, and with the care an ordinarily prudent person in a like position would exercise 
79.9 	under similar circumstances. A person who so performs those duties is not liable by reason 
79.10 	of being or having been an officer of the corporation. A person exercising the principal 
79.11 	functions of an office or to whom some or all of the duties and powers of an office are 
79.12 	delegated pursuant to section 302A.351 is deemed an officer for purposes of this section 
79.13 	and sections 302A.467 and 302A.521.
79.14 		Subd. 2.Liability; elimination or limitation. The articles of a corporation may provide 
79.15 	that an officer's personal liability to the shareholders for monetary damages for breach, 
79.16 	during the time the corporation is a publicly held corporation, of fiduciary duty as an officer 
79.17 	may be eliminated or limited. The articles must not eliminate or limit the liability of an 
79.18 	officer:
79.19 	(1) for any breach of the officer's duty of loyalty to the corporation or the corporation's 
79.20 	shareholders;
79.21 	(2) for acts or omissions not in good faith or that involve intentional misconduct or a 
79.22 	knowing violation of law;
79.23 	(3) under section 80A.76;
79.24 	(4) for any transaction from which the officer derived an improper personal benefit;
79.25 	(5) in any action by or in the right of the corporation; or
79.26 	(6) for any act or omission occurring prior to the date when the provision in the articles 
79.27 	eliminating or limiting liability becomes effective.

79.28 	Sec. 18. Minnesota Statutes 2024, section 302A.461, subdivision 4, is amended to read:
79.29 		Subd. 4.Right to inspect. (a) A shareholder, beneficial owner, or a holder of a voting 
79.30 	trust certificate of a corporation that is not a publicly held corporation has an absolute right, 
79.31 	upon written demand, to examine and copy, in person or by a legal representative, at any 
80.1 	reasonable time, and the corporation shall make available within ten days after receipt by 
80.2 	an officer of the corporation of the written demand:
80.3 	(1) the share register; and
80.4 	(2) all documents referred to in subdivision 2.
80.5 	(b) A shareholder, beneficial owner, or a holder of a voting trust certificate of a 
80.6 	corporation that is not a publicly held corporation has a right, upon written demand, to 
80.7 	examine and copy, in person or by a legal representative, other corporate records at any 
80.8 	reasonable time only if the shareholder, beneficial owner, or holder of a voting trust certificate 
80.9 	demonstrates a proper purpose for the examination.
80.10 	(c) A shareholder, beneficial owner, or a holder of a voting trust certificate of a publicly 
80.11 	held corporation has, upon written demand stating the purpose and acknowledged or verified 
80.12 	in the manner provided in chapter 358, a right at any reasonable time to examine and copy 
80.13 	the corporation's share register and other corporate records reasonably related to the stated 
80.14 	purpose and described with reasonable particularity in the written demand upon 
80.15 	demonstrating the stated purpose to be a proper purpose. The acknowledged or verified 
80.16 	demand must be directed to the corporation at its registered office in this state or at its 
80.17 	principal place of business.
80.18 	(d) For purposes of this section, a "proper purpose" is one reasonably related to the 
80.19 	person's interest as a shareholder, beneficial owner, or holder of a voting trust certificate of 
80.20 	the corporation.
80.21 	(e) If a corporation or an officer or director of the corporation violates this section, a 
80.22 	court in Minnesota may, in an action brought by a shareholder, beneficial owner, or a holder 
80.23 	of a voting trust certificate of the corporation, specifically enforce this section and award 
80.24 	expenses, including attorney fees and disbursements, to the shareholder, beneficial owner, 
80.25 	or a holder of a voting trust certificate.

80.26 	Sec. 19. Minnesota Statutes 2024, section 302A.471, subdivision 1, is amended to read:
80.27 		Subdivision 1.Actions creating rights. A shareholder of a corporation may dissent 
80.28 	from, and obtain payment for the fair value of the shareholder's shares in the event of, any 
80.29 	of the following corporate actions:
80.30 	(a) unless otherwise provided in the articles, an amendment of the articles that materially 
80.31 	and adversely affects the rights or preferences of the shares of the dissenting shareholder 
80.32 	in that it:
81.1 	(1) alters or abolishes a preferential right of the shares;
81.2 	(2) creates, alters, or abolishes a right in respect of the redemption of the shares, including 
81.3 	a provision respecting a sinking fund for the redemption or repurchase of the shares;
81.4 	(3) alters or abolishes a preemptive right of the holder of the shares to acquire shares, 
81.5 	securities other than shares, or rights to purchase shares or securities other than shares;
81.6 	(4) excludes or limits the right of a shareholder to vote on a matter, or to cumulate votes, 
81.7 	except as the right may be excluded or limited through the authorization or issuance of 
81.8 	securities of an existing or new class or series with similar or different voting rights; except 
81.9 	that an amendment to the articles of an issuing public corporation that provides that section 
81.10 	302A.671 does not apply to a control share acquisition does not give rise to the right to 
81.11 	obtain payment under this section; or
81.12 	(5) eliminates the right to obtain payment under this subdivision; or
81.13 	(6) pursuant to section 302A.201, subdivision 1, diminishes or abolishes the board's 
81.14 	right to manage, or to direct the management of, the corporation's business and affairs;
81.15 	(b) a sale, lease, transfer, or other disposition of property and assets of the corporation 
81.16 	that requires shareholder approval under section 302A.661, subdivision 2, but not including 
81.17 	a disposition in dissolution described in section 302A.725, subdivision 2, or a disposition 
81.18 	pursuant to an order of a court, or a disposition for cash on terms requiring that all or 
81.19 	substantially all of the net proceeds of disposition be distributed to the shareholders in 
81.20 	accordance with their respective interests within one year after the date of disposition;
81.21 	(c) a plan of merger, whether under this chapter or under chapter 322C, to which the 
81.22 	corporation is a constituent organization, except as provided in subdivision 3, and except 
81.23 	for a plan of merger adopted under section 302A.626;
81.24 	(d) a plan of exchange, whether under this chapter or under chapter 322C, to which the 
81.25 	corporation is a party as the corporation whose shares will be acquired by the acquiring 
81.26 	organization, except as provided in subdivision 3;
81.27 	(e) a plan of conversion is adopted by the corporation and becomes effective;
81.28 	(f) an amendment of the articles in connection with a combination of a class or series 
81.29 	under section 302A.402 that reduces the number of shares of the class or series owned by 
81.30 	the shareholder to a fraction of a share if the corporation exercises its right to repurchase 
81.31 	the fractional share so created under section 302A.423; or
82.1 	(g) any other corporate action taken pursuant to a shareholder vote with respect to which 
82.2 	the articles, the bylaws, or a resolution approved by the board directs that dissenting 
82.3 	shareholders may obtain payment for their shares.

82.4 	Sec. 20. Minnesota Statutes 2024, section 302A.471, subdivision 3, is amended to read:
82.5 		Subd. 3.Rights not to apply. (a) Unless the articles, the bylaws, or a resolution approved 
82.6 	by the board otherwise provide, the right to obtain payment under this section does not 
82.7 	apply to a shareholder of (1) the surviving corporation in a merger with respect to shares 
82.8 	of the shareholder that are not entitled to be voted on the merger and are not canceled or 
82.9 	exchanged in the merger or (2) the corporation whose shares will be acquired by the acquiring 
82.10 	organization in a plan of exchange with respect to shares of the shareholder that are not 
82.11 	entitled to be voted on the plan of exchange and are not exchanged in the plan of exchange.
82.12 	(b) If a date is fixed according to section 302A.445, subdivision 1, for the determination 
82.13 	of shareholders entitled to receive notice of and to vote on an action described in subdivision 
82.14 	1, only shareholders as of the date fixed, and beneficial owners as of the date fixed who 
82.15 	hold through shareholders, as provided in subdivision 2, may exercise dissenters' rights.
82.16 	(c) Notwithstanding subdivision 1, the right to obtain payment under this section, other 
82.17 	than in connection with a plan of merger adopted under section 302A.613, subdivision 4, 
82.18 	or 302A.621, is limited in accordance with the following provisions:
82.19 	(1) The right to obtain payment under this section is not available for the holders of 
82.20 	shares of any class or series of shares that is listed on the New York Stock Exchange, NYSE 
82.21 	MKT LLC, the Nasdaq Global Market, the NASDAQ Global Select Market, the Nasdaq 
82.22 	Capital Market, or any successor to any such market any national securities exchange 
82.23 	registered with the United States Securities and Exchange Commission under Section 6 of 
82.24 	the Securities Exchange Act of 1934, United States Code, title 15, section 78a, et seq.
82.25 	(2) The applicability of clause (1) is determined as of:
82.26 	(i) the record date fixed to determine the shareholders entitled to receive notice of, and 
82.27 	to vote at, the meeting of shareholders to act upon the corporate action described in 
82.28 	subdivision 1; or
82.29 	(ii) the day before the effective date of corporate action described in subdivision 1 if 
82.30 	there is no meeting of shareholders.
82.31 	(3) Clause (1) is not applicable, and the right to obtain payment under this section is 
82.32 	available pursuant to subdivision 1, for the holders of any class or series of shares who are 
82.33 	required by the terms of the corporate action described in subdivision 1 to accept for such 
83.1 	shares anything other than shares, or cash in lieu of fractional shares, of any class or any 
83.2 	series of shares of a domestic or foreign corporation, or any other ownership interest of any 
83.3 	other organization, that satisfies the standards set forth in clause (1) at the time the corporate 
83.4 	action becomes effective.

83.5 	Sec. 21. Minnesota Statutes 2024, section 302A.611, is amended by adding a subdivision 
83.6 	to read:
83.7 		Subd. 1a.Additional remedies; shareholder representatives. A plan of merger or 
83.8 	exchange may provide:
83.9 	(1) that: (i) a party to the plan that fails to perform the party's obligations under the plan 
83.10 	in accordance with the terms and conditions of the plan, or that otherwise fails to comply 
83.11 	with the terms and conditions of the plan, in each case required to be performed or complied 
83.12 	with prior to the time the merger or exchange becomes effective, or that otherwise fails to 
83.13 	consummate, or fails to cause the consummation of, the merger or exchange, whether prior 
83.14 	to a specified date, upon satisfaction or, to the extent permitted by law, waiver of all 
83.15 	conditions to consummation set forth in the plan or otherwise, is subject, in addition to any 
83.16 	other remedies available at law or in equity, to penalties or consequences set forth in the 
83.17 	plan of merger or exchange, which may include an obligation to pay to the other party or 
83.18 	parties to the plan an amount representing or based on the loss of any premium or other 
83.19 	economic entitlement the shareholders or holders of rights to purchase of the other party 
83.20 	would be entitled to receive pursuant to the terms of the plan if the merger or exchange 
83.21 	were consummated in accordance with the terms of the plan; and (ii) if, pursuant to the 
83.22 	terms of the plan of merger or exchange, the corporation is entitled to receive payment from 
83.23 	another party to the plan of any amount representing a penalty or consequence, the 
83.24 	corporation is entitled to enforce the other party's payment obligation and upon receipt of 
83.25 	a payment is entitled to retain the amount of the payment received; or
83.26 	(2)(i) for the appointment, at or after the time at which the plan of merger or exchange 
83.27 	is approved by the shareholders of the corporation in accordance with the requirements of 
83.28 	this chapter, of one or more persons, which may include the surviving or resulting 
83.29 	organization or any officer, representative, or agent of the surviving or resulting organization, 
83.30 	as representative of the shareholders or the holders of rights to purchase of the corporation, 
83.31 	including the shareholders and holders whose shares or rights to purchase must be canceled, 
83.32 	converted, or exchanged in the merger or exchange and for the delegation to the person or 
83.33 	persons of the sole and exclusive authority to take action and bring claims on behalf of the 
83.34 	shareholders and the holders pursuant to the plan, including taking actions and bringing 
84.1 	claims, including by entering into settlements, as the representative determines to enforce 
84.2 	the rights of the shareholders and holders under the plan of merger or exchange, on the 
84.3 	terms and subject to the conditions set forth in the plan; (ii) that an appointment is irrevocable 
84.4 	and binding on all shareholders and holders from and after the approval of the plan of merger 
84.5 	or exchange by the requisite vote of shareholders pursuant to this chapter; and (iii) that a 
84.6 	provision adopted pursuant to this clause may not be amended after the merger or exchange 
84.7 	has become effective or may be amended only with the consent or approval of persons 
84.8 	specified in the plan of merger or exchange.

84.9 	ARTICLE 7
84.10 	MISCELLANEOUS COMMERCE PROVISIONS

84.11 	Section 1. Minnesota Statutes 2024, section 41A.09, subdivision 2a, is amended to read:
84.12 		Subd. 2a.Definitions. For the purposes of this section, the terms defined in this 
84.13 	subdivision have the meanings given them.
84.14 	(a) "Ethanol" means fermentation ethyl alcohol derived from agricultural products, 
84.15 	including potatoes, cereal grains, cheese whey, and sugar beets; forest products; or other 
84.16 	renewable resources, including residue and waste generated from the production, processing, 
84.17 	and marketing of agricultural products, forest products, and other renewable resources, that:
84.18 	(1) meets all of the specifications in ASTM specification D4806-04a D4806-21a; and
84.19 	(2) is denatured as specified in Code of Federal Regulations, title 27, parts 20 and 21.
84.20 	(b) "Ethanol plant" means a plant at which ethanol is produced.
84.21 	(c) "Commissioner" means the commissioner of agriculture.
84.22 	(d) "Rural economic infrastructure" means the development of activities that will enhance 
84.23 	the value of agricultural crop or livestock commodities or by-products or waste from farming 
84.24 	operations through new and improved value-added conversion processes and technologies, 
84.25 	the development of more timely and efficient infrastructure delivery systems, and the 
84.26 	enhancement of marketing opportunities. "Rural economic infrastructure" also means land, 
84.27 	buildings, structures, fixtures, and improvements located or to be located in Minnesota and 
84.28 	used or operated primarily for the processing or the support of production of marketable 
84.29 	products from agricultural commodities or wind energy produced in Minnesota.

85.1 	Sec. 2. Minnesota Statutes 2024, section 45.027, subdivision 1, is amended to read:
85.2 		Subdivision 1.General powers. (a) In connection with the duties and responsibilities 
85.3 	entrusted to the commissioner, and Laws 1993, chapter 361, section 2, the commissioner 
85.4 	of commerce may:
85.5 	(1) make public or private investigations within or without this state as the commissioner 
85.6 	considers necessary to determine whether any person has violated or is about to violate any 
85.7 	law, rule, or order related to the duties and responsibilities entrusted to the commissioner;
85.8 	(2) require or permit any person to file a statement in writing, under oath or otherwise 
85.9 	as the commissioner determines, as to all the facts and circumstances concerning the matter 
85.10 	being investigated;
85.11 	(3) hold hearings, upon reasonable notice, in respect to any matter arising out of the 
85.12 	duties and responsibilities entrusted to the commissioner;
85.13 	(4) conduct investigations and hold hearings for the purpose of compiling information 
85.14 	related to the duties and responsibilities entrusted to the commissioner;
85.15 	(5) examine the books, accounts, records, and files of every licensee, and of every person 
85.16 	who is engaged in any activity regulated; the commissioner or a designated representative 
85.17 	shall have free access during normal business hours to the offices and places of business of 
85.18 	the person, and to all books, accounts, papers, records, files, safes, and vaults maintained 
85.19 	in the place of business;
85.20 	(6) publish information which is contained in any order issued by the commissioner;
85.21 	(7) require any person subject to duties and responsibilities entrusted to the commissioner, 
85.22 	to report all sales or transactions that are regulated. The reports must be made within ten 
85.23 	days after the commissioner has ordered the report. The report is accessible only to the 
85.24 	respondent and other governmental agencies unless otherwise ordered by a court of competent 
85.25 	jurisdiction; and
85.26 	(8) assess a natural person or entity subject to the jurisdiction of the commissioner the 
85.27 	necessary expenses of the investigation performed by the department when an investigation 
85.28 	is made by order of the commissioner. The cost of the investigation shall be determined by 
85.29 	the commissioner and is based on the salary cost of investigators or assistants and at an 
85.30 	average rate per day or fraction thereof so as to provide for the total cost of the investigation. 
85.31 	All money collected must be deposited into the general fund. A natural person or entity 
85.32 	licensed under chapter 60K, 82, or 82B shall not be charged costs of an investigation if the 
85.33 	investigation results in no finding of a violation. This clause does not apply to a natural 
86.1 	person or entity already subject to the assessment provisions of sections 60A.03 and 
86.2 	60A.031.; and
86.3 	(9) issue data calls.
86.4 	(b) For purposes of this section, "data call" means a written request from the 
86.5 	commissioner to two or more natural persons or entities subject to the commissioner's 
86.6 	jurisdiction to provide data or other information within a reasonable time period 
86.7 	commensurate with the volume and nature of the data required to be collected in the data 
86.8 	call for a specific, targeted regulatory oversight purpose. A data call is not market analysis, 
86.9 	as defined under section 60A.031, subdivision 4, paragraph (f), and is not subject to section 
86.10 	60A.033.

86.11 	Sec. 3. Minnesota Statutes 2024, section 45.027, is amended by adding a subdivision to 
86.12 	read:
86.13 		Subd. 1b.Data calls. (a) Information provided in response to a data call issued by the 
86.14 	commissioner: (1) must be treated as nonpublic data, as defined under section 13.02, 
86.15 	subdivision 9; and (2) is not subject to subpoena. If the commissioner performs a data call, 
86.16 	the commissioner may make the results available for public inspection in an aggregated 
86.17 	format and in such a manner as to not disclose the identity of a specific natural person or 
86.18 	entity, including the name of any natural person or entity who responded to the data call. 
86.19 	Prior to making the aggregated results of a data call available for public inspection, the 
86.20 	commissioner must provide all natural persons and entities that responded to the data call 
86.21 	15 days' notice of the information to be publicly released. Nothing in this subdivision requires 
86.22 	the commissioner to publicly release aggregated results from a data call. The results of a 
86.23 	data call that requests data for the National Association of Insurance Commissioners' Market 
86.24 	Conduct Annual Statement is subject to confidential treatment as provided under section 
86.25 	60A.031, subdivision 4, paragraph (f).
86.26 	(b) The commissioner may grant access to data submitted by insurers in response to a 
86.27 	data call issued by the commissioner with other state, federal, and international regulatory 
86.28 	agencies; with the National Association of Insurance Commissioners and its affiliates and 
86.29 	subsidiaries; and with state, federal, and international law enforcement authorities, provided 
86.30 	that the recipient agrees in writing to maintain the data as nonpublic data and has the legal 
86.31 	authority to maintain the data as nonpublic data.

87.1 	Sec. 4. Minnesota Statutes 2024, section 45.027, subdivision 2, is amended to read:
87.2 		Subd. 2.Power to compel production of evidence. For the purpose of any investigation, 
87.3 	hearing, proceeding, or inquiry related to the duties and responsibilities entrusted to the 
87.4 	commissioner, the commissioner or a designated representative may issue data calls,
87.5 	administer oaths and affirmations, subpoena witnesses, compel their attendance, take 
87.6 	evidence, and require the production of books, papers, correspondence, memoranda, 
87.7 	agreements, or other documents or records that the commissioner considers relevant or 
87.8 	material to the inquiry.
87.9 	A subpoena issued pursuant to this subdivision must state that the person to whom the 
87.10 	subpoena is directed may not disclose the fact that the subpoena was issued or the fact that 
87.11 	the requested records have been given to law enforcement personnel except:
87.12 	(1) insofar as the disclosure is necessary to find and disclose the records; or
87.13 	(2) pursuant to court order.

87.14 	Sec. 5. Minnesota Statutes 2024, section 45.24, is amended to read:
87.15 	45.24 LICENSE TECHNOLOGY FEES.
87.16 	(a) The commissioner may establish and maintain an electronic licensing database system 
87.17 	for license origination, renewal, and tracking the completion of continuing education 
87.18 	requirements by individual licensees who have continuing education requirements, and 
87.19 	other related purposes.
87.20 	(b) The commissioner shall pay for the cost of operating and maintaining the electronic 
87.21 	database system described in paragraph (a) through a technology surcharge imposed upon 
87.22 	the fee for license origination and renewal, for individual licenses that require continuing 
87.23 	education.
87.24 	(c) The surcharge permitted under paragraph (b) shall be up to $40 for each two-year 
87.25 	licensing period, except as otherwise provided in paragraph (f), and shall be payable at the 
87.26 	time of license origination and renewal.
87.27 	(d) The Commerce Department technology account is hereby created as an account in 
87.28 	the special revenue fund.
87.29 	(e) The commissioner shall deposit the surcharge permitted under this section in the 
87.30 	account created in paragraph (d), and funds in the account are appropriated to the 
87.31 	commissioner in the amounts needed for purposes of this section. The commissioner of 
87.32 	management and budget shall transfer an amount determined by the commissioner of 
88.1 	commerce from the account to the statewide electronic licensing system account under 
88.2 	section 16E.22 for the costs of the statewide licensing system attributable to the inclusion 
88.3 	of licenses subject to this section.
88.4 	(f) The commissioner shall may temporarily reduce or suspend the surcharge as necessary 
88.5 	if the balance in the account created in paragraph (d) exceeds $2,000,000 as of the end of
88.6 	June in any calendar year and shall must annually review the anticipated costs under 
88.7 	paragraph (b) to determine the amount to increase or decrease the surcharge as necessary
88.8 	to keep the fund balance at an adequate level but not in excess of $2,000,000.

88.9 	Sec. 6. Minnesota Statutes 2024, section 80A.66, is amended to read:
88.10 	80A.66 SECTION 411; POSTREGISTRATION REQUIREMENTS.
88.11 	(a) Financial requirements. Subject to Section 15(h) of the Securities Exchange Act 
88.12 	of 1934 (15 U.S.C. Section 78o(h)) or Section 222 of the Investment Advisers Act of 1940 
88.13 	(15 U.S.C. Section 80b-22), a rule adopted or order issued under this chapter may establish 
88.14 	minimum financial requirements for broker-dealers registered or required to be registered 
88.15 	under this chapter and investment advisers registered or required to be registered under this 
88.16 	chapter.
88.17 	(b) Financial reports. Subject to Section 15(h) of the Securities Exchange Act of 1934 
88.18 	(15 U.S.C. Section 78o(h)) or Section 222(b) of the Investment Advisers Act of 1940 (15 
88.19 	U.S.C. Section 80b-22), a broker-dealer registered or required to be registered under this 
88.20 	chapter and an investment adviser registered or required to be registered under this chapter 
88.21 	shall file such financial reports as are required by a rule adopted or order issued under this 
88.22 	chapter. If the information contained in a record filed under this subsection is or becomes 
88.23 	inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting 
88.24 	amendment.
88.25 	(c) Record keeping. Subject to Section 15(h) of the Securities Exchange Act of 1934 
88.26 	(15 U.S.C. Section 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 
88.27 	U.S.C. Section 80b-22):
88.28 	(1) a broker-dealer registered or required to be registered under this chapter and an 
88.29 	investment adviser registered or required to be registered under this chapter shall make and 
88.30 	maintain the accounts, correspondence, memoranda, papers, books, and other records 
88.31 	required by rule adopted or order issued under this chapter;
88.32 	(2) broker-dealer records required to be maintained under paragraph (1) may be 
88.33 	maintained in any form of data storage acceptable under Section 17(a) of the Securities 
89.1 	Exchange Act of 1934 (15 U.S.C. Section 78q(a)) if they are readily accessible to the 
89.2 	administrator; and
89.3 	(3) investment adviser records required to be maintained under paragraph (d)(1) may 
89.4 	be maintained in any form of data storage required by rule adopted or order issued under 
89.5 	this chapter.
89.6 	(d) Records and reports of private funds.
89.7 	(1) In general. An investment adviser to a private fund shall maintain such records of, 
89.8 	and file with the administrator such reports and amendments thereto, that an exempt reporting 
89.9 	adviser is required to file with the Securities and Exchange Commission pursuant to SEC 
89.10 	Rule 204-4, Code of Federal Regulations, title 17, section 275.204-4.
89.11 	(2) Treatment of records. The records and reports of any private fund to which an 
89.12 	investment adviser provides investment advice shall be deemed to be the records and reports 
89.13 	of the investment adviser.
89.14 	(3) Required information. The records and reports required to be maintained by an 
89.15 	investment adviser, which are subject to inspection by a representative of the administrator 
89.16 	at any time, shall include for each private fund advised by the investment adviser, a 
89.17 	description of:
89.18 	(A) the amount of assets under management;
89.19 	(B) the use of leverage, including off-balance-sheet leverage, as to the assets under 
89.20 	management;
89.21 	(C) counterparty credit risk exposure;
89.22 	(D) trading and investment positions;
89.23 	(E) valuation policies and practices of the fund;
89.24 	(F) types of assets held;
89.25 	(G) side arrangements or side letters, whereby certain investors in a fund obtain more 
89.26 	favorable rights or entitlements than other investors;
89.27 	(H) trading practices; and
89.28 	(I) such other information as the administrator determines is necessary and appropriate 
89.29 	in the public interest and for the protection of investors, which may include the establishment 
89.30 	of different reporting requirements for different classes of fund advisers, based on the type 
89.31 	or size of the private fund being advised.
90.1 	(4) Filing of records. A rule or order under this chapter may require each investment 
90.2 	adviser to a private fund to file reports containing such information as the administrator 
90.3 	deems necessary and appropriate in the public interest and for the protection of investors.
90.4 	(e) Audits or inspections. The records of a broker-dealer registered or required to be 
90.5 	registered under this chapter and of an investment adviser registered or required to be 
90.6 	registered under this chapter, including the records of a private fund described in paragraph 
90.7 	(d) and the records of investment advisers to private funds, are subject to such reasonable 
90.8 	periodic, special, or other audits or inspections by a representative of the administrator, 
90.9 	within or without this state, as the administrator considers necessary or appropriate in the 
90.10 	public interest and for the protection of investors. An audit or inspection may be made at 
90.11 	any time and without prior notice. The administrator may copy, and remove for audit or 
90.12 	inspection copies of, all records the administrator reasonably considers necessary or 
90.13 	appropriate to conduct the audit or inspection. The administrator may assess a reasonable 
90.14 	charge for conducting an audit or inspection under this subsection.
90.15 	(f) Custody and discretionary authority bond or insurance. Subject to Section 15(h) 
90.16 	of the Securities Exchange Act of 1934 (15 U.S.C. Section 78o(h)) or Section 222 of the 
90.17 	Investment Advisers Act of 1940 (15 U.S.C. Section 80b-22), a rule adopted or order issued 
90.18 	under this chapter may require a broker-dealer or investment adviser that has custody of or 
90.19 	discretionary authority over funds or securities of a customer or client to obtain insurance 
90.20 	or post a bond or other satisfactory form of security in an amount of at least $25,000, but 
90.21 	not to exceed $100,000. The administrator may determine the requirements of the insurance, 
90.22 	bond, or other satisfactory form of security. Insurance or a bond or other satisfactory form 
90.23 	of security may not be required of a broker-dealer registered under this chapter whose net 
90.24 	capital exceeds, or of an investment adviser registered under this chapter whose minimum 
90.25 	financial requirements exceed, the amounts required by rule or order under this chapter. 
90.26 	The insurance, bond, or other satisfactory form of security must permit an action by a person 
90.27 	to enforce any liability on the insurance, bond, or other satisfactory form of security if 
90.28 	instituted within the time limitations in section 80A.76(j)(2).
90.29 	(g) Requirements for custody. Subject to Section 15(h) of the Securities Exchange Act 
90.30 	of 1934 (15 U.S.C. Section 78o(h)) or Section 222 of the Investment Advisers Act of 1940 
90.31 	(15 U.S.C. Section 80b-22), an agent may not have custody of funds or securities of a 
90.32 	customer except under the supervision of a broker-dealer and an investment adviser 
90.33 	representative may not have custody of funds or securities of a client except under the 
90.34 	supervision of an investment adviser or a federal covered investment adviser. A rule adopted 
90.35 	or order issued under this chapter may prohibit, limit, or impose conditions on a broker-dealer 
91.1 	regarding custody of funds or securities of a customer and on an investment adviser regarding 
91.2 	custody of securities or funds of a client.
91.3 	(h) Investment adviser brochure rule. With respect to an investment adviser registered 
91.4 	or required to be registered under this chapter, a rule adopted or order issued under this 
91.5 	chapter may require that information or other record be furnished or disseminated to clients 
91.6 	or prospective clients in this state as necessary or appropriate in the public interest and for 
91.7 	the protection of investors and advisory clients.
91.8 	(i) Continuing education. A rule adopted or order issued under this chapter may require 
91.9 	an individual registered under section 80A.57 or 80A.58 to participate in a continuing 
91.10 	education program approved by the Securities and Exchange Commission and administered 
91.11 	by a self-regulatory organization, the North American Securities Administrators Association, 
91.12 	or the commissioner.

91.13 	Sec. 7. Minnesota Statutes 2024, section 80E.12, is amended to read:
91.14 	80E.12 UNLAWFUL ACTS BY MANUFACTURERS, DISTRIBUTORS, OR 
91.15 	FACTORY BRANCHES.
91.16 	It shall be unlawful for any manufacturer, distributor, or factory branch to require a new 
91.17 	motor vehicle dealer to do any of the following:
91.18 	(a) order or accept delivery of any new motor vehicle, part or accessory thereof, 
91.19 	equipment, or any other commodity not required by law which has not been voluntarily 
91.20 	ordered by the new motor vehicle dealer, provided that this paragraph does not modify or 
91.21 	supersede reasonable provisions of the franchise requiring the dealer to market a 
91.22 	representative line of the new motor vehicles the manufacturer or distributor is publicly 
91.23 	advertising;
91.24 	(b) order or accept delivery of any new motor vehicle, part or accessory thereof, 
91.25 	equipment, or any other commodity not required by law in order for the dealer to obtain 
91.26 	delivery of any other motor vehicle ordered by the dealer;
91.27 	(c) order or accept delivery of any new motor vehicle with special features, accessories, 
91.28 	or equipment not included in the list price of the motor vehicles as publicly advertised by 
91.29 	the manufacturer or distributor;
91.30 	(d) participate monetarily in an advertising campaign or contest, or to purchase any 
91.31 	promotional materials, showroom, or other display decorations or materials at the expense 
91.32 	of the new motor vehicle dealer;
92.1 	(e) enter into any agreement with the manufacturer or to do any other act prejudicial to 
92.2 	the new motor vehicle dealer by threatening to cancel a franchise or any contractual 
92.3 	agreement existing between the dealer and the manufacturer. Notice in good faith to any 
92.4 	dealer of the dealer's violation of any terms of the franchise agreement shall not constitute 
92.5 	a violation of sections 80E.01 to 80E.17;
92.6 	(f) change the capital structure of the new motor vehicle dealer or the means by or 
92.7 	through which the dealer finances the operation of the dealership; provided, that the new 
92.8 	motor vehicle dealer at all times meets any reasonable capital standards agreed to by the 
92.9 	dealer; and also provided, that no change in the capital structure shall cause a change in the 
92.10 	principal management or have the effect of a sale of the franchise without the consent of 
92.11 	the manufacturer or distributor as provided in section 80E.13, paragraph (j);
92.12 	(g) prevent or attempt to prevent, by contract or otherwise, any motor vehicle dealer 
92.13 	from changing the executive management control of the new motor vehicle dealer unless 
92.14 	the franchisor proves that the change of executive management will result in executive 
92.15 	management control by a person who is not of good moral character or who does not meet 
92.16 	the franchisor's existing reasonable capital standards and, with consideration given to the 
92.17 	volume of sales and services of the new motor vehicle dealer, uniformly applied minimum 
92.18 	business experience standards in the market area; provided, that where the manufacturer, 
92.19 	distributor, or factory branch rejects a proposed change in executive management control, 
92.20 	the manufacturer, distributor, or factory branch shall give written notice of its reasons to 
92.21 	the dealer;
92.22 	(h) refrain from participation in the management of, investment in, or the acquisition 
92.23 	of, any other line of new motor vehicle or related products or establishment of another make 
92.24 	or line of new motor vehicles in the same dealership facilities as those of the manufacturer; 
92.25 	provided, however, that this clause does not apply unless the new motor vehicle dealer 
92.26 	maintains a reasonable line of credit for each make or line of new motor vehicle, and that 
92.27 	the new motor vehicle dealer remains in substantial compliance with the terms and conditions 
92.28 	of the franchise and with any reasonable facilities requirements of the manufacturer and 
92.29 	that the acquisition or addition is not unreasonable in light of all existing circumstances; 
92.30 	provided further that if a manufacturer determines to deny a dealer's request for a change 
92.31 	described in this paragraph, such denial must be in writing, must offer an analysis of the 
92.32 	grounds for the denial addressing the criteria contained in this paragraph, and must be 
92.33 	delivered to the new motor vehicle dealer within 60 days after the manufacturer receives 
92.34 	the completed application or documents customarily used by the manufacturer for dealer 
92.35 	actions described in this paragraph. If a denial that meets the requirements of this paragraph 
93.1 	is not sent within this period, the manufacturer shall be deemed to have given its consent 
93.2 	to the proposed change.
93.3 	For purposes of this section and sections 80E.07, subdivision 1, paragraph (c), and 80E.14, 
93.4 	subdivision 4, reasonable facilities requirements shall not include a requirement that a dealer 
93.5 	establish or maintain exclusive facilities for the manufacturer of a line make unless 
93.6 	determined to be reasonable in light of all existing circumstances or the dealer and the 
93.7 	manufacturer voluntarily agree to such a requirement and separate and adequate consideration 
93.8 	was offered and accepted;
93.9 	(i) during the course of the agreement, change the location of the new motor vehicle 
93.10 	dealership or make any substantial alterations to the dealership premises during the course 
93.11 	of the agreement, when to do so would be unreasonable or if the manufacturer fails to 
93.12 	provide the dealer 180 days' prior written notice of a required change in location or substantial 
93.13 	premises alteration; or
93.14 	(j) prospectively assent to a release, assignment, novation, waiver, or estoppel whereby 
93.15 	a dealer relinquishes any rights under sections 80E.01 to 80E.17, or which would relieve 
93.16 	any person from liability imposed by sections 80E.01 to 80E.17 or to require any controversy 
93.17 	between a new motor vehicle dealer and a manufacturer, distributor, or factory branch to 
93.18 	be referred to any person or tribunal other than the duly constituted courts of this state or 
93.19 	the United States, if the referral would be binding upon the new motor vehicle dealer.; or
93.20 	(k) refrain from participation in an auto show described in section 168.27, subdivision 
93.21 	10a.

93.22 	EFFECTIVE DATE. This section is effective the day following final enactment.

93.23 	Sec. 8. Minnesota Statutes 2024, section 82B.19, subdivision 5, is amended to read:
93.24 		Subd. 5.Out-of-state continuing education credit. (a) For purposes of this subdivision, 
93.25 	the following terms have the meanings given:
93.26 	(1) "asynchronous educational offering" has the meaning given in the most recent version 
93.27 	of the Real Property Appraiser Qualification Criteria, as established by the Appraiser 
93.28 	Qualifications Board; and
93.29 	(2) "synchronous educational offering" has the meaning given in the most recent version 
93.30 	of the Real Property Appraiser Qualification Criteria, as established by the Appraiser 
93.31 	Qualifications Board, and includes an educational process based on live or real-time 
93.32 	instruction where there is no geographic separation of instructor and student.
94.1 	(b) Notwithstanding section 45.30, subdivisions 1 and 6, a real estate appraiser or course 
94.2 	provider may submit, in a form prescribed by the commissioner, an application for continuing 
94.3 	education credit for a synchronous educational offering that has not been submitted for prior 
94.4 	approval in Minnesota. The commissioner must grant a real estate appraiser continuing 
94.5 	education credit if:
94.6 	(1) the application is submitted on or before August 1 of the year in which the real estate 
94.7 	appraiser license is due for renewal;
94.8 	(2) the synchronous educational offering has been approved for continuing education 
94.9 	credit by the regulator of real estate appraisers in at least one other state or United States 
94.10 	territory; and
94.11 	(3) an application is submitted by the real estate appraiser or course provider to the 
94.12 	commissioner within 30 60 days of successful completion of the synchronous educational 
94.13 	offering.
94.14 	(c) The application must include a certificate of successful completion from the 
94.15 	synchronous educational offering provider. The commissioner must grant a real estate 
94.16 	appraiser the same number of continuing education credits for the successful completion 
94.17 	of the synchronous educational offering as was approved for the offering by the out-of-state 
94.18 	real estate appraiser regulatory authority. The commissioner must grant a real estate appraiser 
94.19 	continuing education credit within 60 days of the submission of the completed application 
94.20 	for out-of-state continuing education credit.
94.21 	(d) The commissioner may charge a fee to a real estate appraiser, in an amount to be 
94.22 	determined by the commissioner, to submit an application under this subdivision.
94.23 	(e) This subdivision does not apply to asynchronous educational offerings.

94.24 	Sec. 9. Minnesota Statutes 2024, section 168.27, is amended by adding a subdivision to 
94.25 	read:
94.26 		Subd. 10a.Participation in auto shows. (a) A new motor vehicle dealer may participate 
94.27 	in an auto show outside the county where the dealer maintains the dealer's licensed location 
94.28 	to sell new vehicles without obtaining an additional license if:
94.29 	(1) the dealer participates in an auto show that takes place in a county other than the 
94.30 	county where the dealer maintains a licensed location not more than four times during any 
94.31 	calendar year;
95.1 	(2) the auto show is held at a location in a city of the first class or a city immediately 
95.2 	adjacent to a city of the first class;
95.3 	(3) the auto show is not held at a licensed location of any participating dealer;
95.4 	(4) there are ten or more dealers participating in the auto show;
95.5 	(5) the auto show is of a duration of no more than 12 consecutive days;
95.6 	(6) the auto show is conducted by a trade association exempt from federal taxes under 
95.7 	United States Code, title 26, section 501(c)(6); and
95.8 	(7) the auto show expressly prohibits:
95.9 	(i) the sale or lease of vehicles at the show;
95.10 	(ii) labeling or marking vehicles as "For Sale" or "Sold";
95.11 	(iii) labeling or marking a vehicle with a price other than the manufacturer's retail price 
95.12 	label;
95.13 	(iv) using printed posters, cards, and other printed materials that contain special dealership 
95.14 	pricing; and
95.15 	(v) appraisal of trade-in vehicles and quoting a trade-in price for a particular vehicle.
95.16 	(b) The auto show may permit:
95.17 	(1) exhibitor staff to distribute business cards, coupons, vehicle promotional materials, 
95.18 	and factory-approved rebates;
95.19 	(2) exhibitor staff to make appointments for potential customers to visit the dealership, 
95.20 	collect names of customer leads for later contact, and discuss the suggested retail price of 
95.21 	a vehicle and the availability of particular lines of vehicles; and
95.22 	(3) test rides or test drives of new vehicles but only under a program conducted by the 
95.23 	auto show.

95.24 	EFFECTIVE DATE. This section is effective the day following final enactment.

95.25 	Sec. 10. Minnesota Statutes 2024, section 239.761, subdivision 3, is amended to read:
95.26 		Subd. 3.Gasoline. (a) Gasoline that is not blended with biofuel must not be contaminated 
95.27 	with water or other impurities and must comply with ASTM specification D4814-11b
95.28 	D4814-24a. Gasoline that is not blended with biofuel must also comply with the volatility 
95.29 	requirements in Code of Federal Regulations, title 40, part 1090.
96.1 	(b) After gasoline is sold, transferred, or otherwise removed from a refinery or terminal, 
96.2 	a person responsible for the product:
96.3 	(1) may blend the gasoline with agriculturally derived ethanol as provided in subdivision 
96.4 	4;
96.5 	(2) shall not blend the gasoline with any oxygenate other than biofuel;
96.6 	(3) shall not blend the gasoline with other petroleum products that are not gasoline or 
96.7 	biofuel;
96.8 	(4) shall not blend the gasoline with products commonly and commercially known as 
96.9 	casinghead gasoline, absorption gasoline, condensation gasoline, drip gasoline, or natural 
96.10 	gasoline; and
96.11 	(5) may blend the gasoline with a detergent additive, an antiknock additive, or an additive 
96.12 	designed to replace tetra-ethyl lead, that is registered by the EPA.

96.13 	Sec. 11. Minnesota Statutes 2024, section 239.761, subdivision 4, is amended to read:
96.14 		Subd. 4.Gasoline blended with ethanol; general. (a) Gasoline may be blended with 
96.15 	agriculturally derived, denatured ethanol that complies with the requirements of subdivision 
96.16 	5.
96.17 	(b) A gasoline-ethanol blend must:
96.18 	(1) comply with the volatility requirements in Code of Federal Regulations, title 40, part 
96.19 	1090;
96.20 	(2) comply with ASTM specification D4814-11b D4814-24a, or the gasoline base stock 
96.21 	from which a gasoline-ethanol blend was produced must comply with ASTM specification 
96.22 	D4814-11b D4814-24a; and
96.23 	(3) not be blended with casinghead gasoline, absorption gasoline, condensation gasoline, 
96.24 	drip gasoline, or natural gasoline after the gasoline-ethanol blend has been sold, transferred, 
96.25 	or otherwise removed from a refinery or terminal.

96.26 	Sec. 12. Minnesota Statutes 2024, section 239.761, subdivision 5, is amended to read:
96.27 		Subd. 5.Denatured ethanol. Denatured ethanol that is to be blended with gasoline must 
96.28 	be agriculturally derived and must comply with ASTM specification D4806-11a D4806-21a. 
96.29 	This includes the requirement that ethanol may be denatured only as specified in Code of 
96.30 	Federal Regulations, title 27, parts 20 and 21.

97.1 	Sec. 13. Minnesota Statutes 2024, section 239.761, subdivision 6, is amended to read:
97.2 		Subd. 6.Gasoline blended with nonethanol oxygenate. (a) A person responsible for 
97.3 	the product shall comply with the following requirements:
97.4 	(1) after July 1, 2000, gasoline containing in excess of one-third of one percent, in total, 
97.5 	of nonethanol oxygenates listed in paragraph (b) must not be sold or offered for sale at any 
97.6 	time in this state; and
97.7 	(2) after July 1, 2005, gasoline containing any of the nonethanol oxygenates listed in 
97.8 	paragraph (b) must not be sold or offered for sale in this state.
97.9 	(b) The oxygenates prohibited under paragraph (a) are:
97.10 	(1) methyl tertiary butyl ether, as defined in section 296A.01, subdivision 34;
97.11 	(2) ethyl tertiary butyl ether, as defined in section 296A.01, subdivision 18; or
97.12 	(3) tertiary amyl methyl ether.
97.13 	(c) Gasoline that is blended with a nonethanol oxygenate must comply with ASTM 
97.14 	specification D4814-11b D4814-24a. Nonethanol oxygenates must not be blended into 
97.15 	gasoline after the gasoline has been sold, transferred, or otherwise removed from a refinery 
97.16 	or terminal.

97.17 	Sec. 14. Minnesota Statutes 2024, section 239.791, subdivision 11, is amended to read:
97.18 		Subd. 11.Exemption for motor sports racing. (a) A person responsible for the product 
97.19 	may offer for sale, sell, or dispense at a public or private racecourse or a retail gasoline 
97.20 	station, gasoline that is not oxygenated in accordance with subdivision 1 if the gasoline is 
97.21 	intended to be used exclusively as a fuel for off-highway motor sports racing events.
97.22 	(b) No more than one storage tank on the premises of a retail gasoline station may be 
97.23 	used for the storage of nonoxygenated motor sports racing gasoline that is offered for sale, 
97.24 	sold, or dispensed at the station. The pump stand at the station must be posted with a 
97.25 	permanent, conspicuously placed notice in full view of consumers stating: "FOR USE IN 
97.26 	OFF-HIGHWAY MOTOR SPORTS ENGINES ONLY."

97.27 	Sec. 15. Minnesota Statutes 2024, section 296A.01, subdivision 20, is amended to read:
97.28 		Subd. 20.Ethanol, denatured. "Ethanol, denatured" means ethanol that is to be blended 
97.29 	with gasoline, has been agriculturally derived, and complies with ASTM specification 
97.30 	D4806-11a D4806-21a. This includes the requirement that ethanol may be denatured only 
97.31 	as specified in Code of Federal Regulations, title 27, parts 20 and 21.

98.1 	Sec. 16. Minnesota Statutes 2024, section 296A.01, subdivision 23, is amended to read:
98.2 		Subd. 23.Gasoline. (a) "Gasoline" means:
98.3 	(1) all products commonly or commercially known or sold as gasoline regardless of 
98.4 	their classification or uses, except casinghead gasoline, absorption gasoline, condensation 
98.5 	gasoline, drip gasoline, or natural gasoline that under the requirements of section 239.761, 
98.6 	subdivision 3, must not be blended with gasoline that has been sold, transferred, or otherwise 
98.7 	removed from a refinery or terminal; and
98.8 	(2) any liquid prepared, advertised, offered for sale or sold for use as, or commonly and 
98.9 	commercially used as, a fuel in spark-ignition, internal combustion engines, and that when 
98.10 	tested by the Weights and Measures Division meets the specifications in ASTM specification 
98.11 	D4814-11b D4814-24a.
98.12 	(b) Gasoline that is not blended with ethanol must not be contaminated with water or 
98.13 	other impurities and must comply with both ASTM specification D4814-11b D4814-24a
98.14 	and the volatility requirements in Code of Federal Regulations, title 40, part 1090.
98.15 	(c) After gasoline is sold, transferred, or otherwise removed from a refinery or terminal, 
98.16 	a person responsible for the product:
98.17 	(1) may blend the gasoline with agriculturally derived ethanol, as provided in subdivision 
98.18 	24;
98.19 	(2) must not blend the gasoline with any oxygenate other than denatured, agriculturally 
98.20 	derived ethanol;
98.21 	(3) must not blend the gasoline with other petroleum products that are not gasoline or 
98.22 	denatured, agriculturally derived ethanol;
98.23 	(4) must not blend the gasoline with products commonly and commercially known as 
98.24 	casinghead gasoline, absorption gasoline, condensation gasoline, drip gasoline, or natural 
98.25 	gasoline; and
98.26 	(5) may blend the gasoline with a detergent additive, an antiknock additive, or an additive 
98.27 	designed to replace tetra-ethyl lead, that is registered by the EPA.

98.28 	Sec. 17. Minnesota Statutes 2024, section 296A.01, subdivision 24, is amended to read:
98.29 		Subd. 24.Gasoline blended with nonethanol oxygenate. "Gasoline blended with 
98.30 	nonethanol oxygenate" means gasoline blended with ETBE, MTBE, or other alcohol or 
98.31 	ether, except denatured ethanol, that is approved as an oxygenate by the EPA, and that 
98.32 	complies with ASTM specification D4814-11b D4814-24a. Oxygenates, other than denatured 
99.1 	ethanol, must not be blended into gasoline after the gasoline has been sold, transferred, or 
99.2 	otherwise removed from a refinery or terminal.

99.3 	Sec. 18. [325F.677] AVAILABILITY OF WATER AT PLACES OF 
99.4 	ENTERTAINMENT.
99.5 		Subdivision 1.Definition. For purposes of this section, "place of entertainment" has the 
99.6 	meaning given in section 325F.676, subdivision 1, paragraph (h).
99.7 		Subd. 2.Available water requirement. When occupancy exceeds 100 attendees and 
99.8 	when an attendee must have a ticket in order to access the place of entertainment, a place 
99.9 	of entertainment must provide attendees with access to potable water by:
99.10 	(1) providing water at no cost to the attendees;
99.11 	(2) allowing attendees to bring factory-sealed bottled water into the place of 
99.12 	entertainment; or
99.13 	(3) allowing attendees to bring an empty water bottle to the place of entertainment and 
99.14 	providing attendees with access to potable water to fill the bottle. A place of entertainment 
99.15 	may prohibit certain types and sizes of water bottles in order to protect the safety of others.
99.16 		Subd. 3.Exceptions. A museum exhibit gallery or presentation space where beverages 
99.17 	are prohibited is not required to allow water into the museum exhibit gallery or presentation 
99.18 	space if water is available at no cost in an accessible location outside of the museum exhibit 
99.19 	gallery or presentation space.

99.20 	Sec. 19. SECURITIES BROKER-DEALER CONDUCT; EXPEDITED 
99.21 	RULEMAKING.
 99.22 	The commissioner of commerce must adopt rules amending Minnesota Rules, part 
99.23 	2876.5021, to reflect that NASD is now referred to as FINRA and to comply with FINRA's 
99.24 	new securities broker-dealer conduct rules. The commissioner of commerce may use the 
99.25 	expedited rulemaking process under Minnesota Statutes, section 14.389, to amend Minnesota 
99.26 	Rules, part 2876.5021, under this section.

99.27 	Sec. 20. REPEALER.
 99.28 	Minnesota Statutes 2024, sections 325F.02; 325F.03; 325F.04; 325F.05; 325F.06; and 
99.29 	325F.07, are repealed.

	ARTICLE 1	FINANCIAL INSTITUTIONS........	Page.Ln 2.2	
	ARTICLE 2	INSURANCE........	Page.Ln 15.1	
	ARTICLE 3	LIMITED LONG-TERM CARE INSURANCE........	Page.Ln 21.3	
	ARTICLE 4	MEDICARE SUPPLEMENT INSURANCE........	Page.Ln 29.7	
	ARTICLE 5	INSURANCE HOLDING COMPANY SYSTEMS........	Page.Ln 41.10	
	ARTICLE 6	MINNESOTA BUSINESS CORPORATIONS ACT........	Page.Ln 63.9	
	ARTICLE 7	MISCELLANEOUS COMMERCE PROVISIONS........	Page.Ln 84.9	

APPENDIX 

Repealed Minnesota Statutes: H2403-2 

62A.3099 DEFINITIONS.Subd. 18b.Open enrollment period. 
"Open enrollment period" means the time period described in Code of Federal Regulations, title 42, section 422.62, paragraph (a), clauses (2) to (4), as amended. 

62A.31 MEDICARE SUPPLEMENT BENEFITS; MINIMUM STANDARDS.Subd. 1w.Open enrollment. 
A medicare supplement policy or certificate must not be sold or issued to an eligible individual outside of the time periods described in subdivision 1u. 

65B.10 ELIGIBILITY.Subd. 3.Review of insureds. 
At least annually, every member shall review every private passenger nonfleet applicant which it insures through the facility and determine whether or not such applicant is acceptable for voluntary insurance at a rate lower than the facility rate. If such applicant is acceptable, the member shall make an offer to insure the applicant under voluntary coverage at such lower rate. 

325F.02 MANUFACTURE, STORAGE, OR SALE OF MATCHES.Subdivision 1.Safety matches. 
No person, association, or corporation shall manufacture, store, offer for sale, sell, or otherwise dispose of, or distribute, white phosphorus, single-dipped, strike-anywhere matches of the type popularly known as "parlor matches", or any type of double-dipped matches, unless the bulb or first dip of such match is composed of a so-called safety or inert composition, nonignitable on an abrasive surface. No person, association, or corporation shall manufacture, store, sell, offer for sale, or otherwise dispose of, or distribute, matches which will ignite in a laboratory oven at a temperature of less than 200 degrees Fahrenheit when subjected in such laboratory oven to a gradually increasing heat and maintained at the before stated continuous temperature for a period of not less than eight hours, or blazer or so-called wind matches, whether of the so-called safety or strike-anywhere type. 

Subd. 2.Brands and trademarks. 
No person, association, or corporation shall offer for sale, sell or otherwise dispose of, or distribute, any matches, unless the package or container in which such matches are packed bears, plainly marked on the outside thereof, the name of the manufacturer and the brand or trademark under which such matches are sold, disposed of, or distributed. 

Subd. 3.How kept in retail stores. 
Not more than one case of each brand of matches of any type or manufacture shall be opened at any one time in any retail store where matches are sold or otherwise disposed of; nor shall loose boxes, or paper-wrapped packages, of matches be kept on shelves or stored in retail stores at a height exceeding five feet from the floor. 

Subd. 4.Storage in warehouses. 
All matches stored in warehouses, excepting manufacturer's warehouse at place of manufacture, which contain automatic sprinkler equipment, must be kept only in properly secured cases, and not piled to a height exceeding ten feet from the floor; nor be stored within a horizontal distance of ten feet from any boiler, furnace, stove, or other like heating apparatus, nor within a horizontal distance of 25 feet from any explosive material kept or stored on the same floor. 

Subd. 5.Boxes, how made. 
All matches shall be packed in boxes or suitable packages, containing not more than 700 matches in any one box or package; provided, that when more than 300 matches are packed in any one box or package, the matches shall be arranged in two nearly equal portions, the heads of the matches in the two portions shall be placed in opposite directions; and all boxes containing 350 or more matches shall have placed over the matches a center holding or protecting strip, made of chipboard, not less than 1-1/4 inches wide, which shall be flanged down to hold the matches in position when the box is nested into the shuck or withdrawn from it. 

Subd. 6.Containers or cases; number of boxes or packages; how marked. 
All match boxes or packages shall be packed in strong shipping containers or cases; maximum number of match boxes or packages contained in any one shipping container or case shall not exceed the following number: 

	Number of boxes		Numerical number ofmatches per box	
	1/2 gross	........	700	
	1 gross	........	500	
	2 gross	........	400	
	3 gross	........	300	
	5 gross	........	200	
	12 gross	........	100	
	20 gross	........	Over 50 and under 100	
	25 gross	........	Under 50	

No shipping container or case constructed of fiberboard, corrugated fiberboard, or wood, nailed or wire-bound, containing matches, shall have a weight, including its contents, exceeding 75 pounds; and no lock-cornered wood case containing matches shall have a weight, including its contents, exceeding 85 pounds; nor shall any other article or commodity be packed with matches in any container or case; and all shipping containers or cases containing strike-anywhere matches shall have plainly marked on the outside thereof the words "strike-anywhere matches," and all shipping containers or cases containing "strike on box" matches shall have plainly marked on the outside thereof the words "strike on box matches." 

Subd. 7.Violations; penalties. 
Any person, association, or corporation violating any of the provisions of this section shall be fined, for the first offense, not less than $5 nor more than $25 and for each subsequent violation, not less than $25. 

325F.03 FLAME RESISTANT PUBLIC ASSEMBLY TENTS.
No person, firm or corporation shall establish, maintain or operate any circus, side show, carnival, tent show, theater, skating rink, dance hall, or a similar exhibition, production, engagement or offering or other place of assemblage in or under which 15 or more persons may gather for any lawful purpose in any tent, awning or other fabric enclosure unless such tent, awning or other fabric enclosure, and all auxiliary tents, curtains, drops, awnings and all decorative materials, are made from a nonflammable material or are treated and maintained in a flame resistant condition. This section does not apply to tents designed or manufactured for camping, backpacking, mountaineering, or children's play; tents used to conduct committal services on the grounds of a cemetery; nor to tents, awnings or other fabric enclosures erected and used within a sound stage, or other similar structural enclosure which is equipped with an overhead automatic sprinkler system. 

325F.04 FLAME RESISTANT TENTS.
No person, firm, or corporation may sell or offer for sale or manufacture for sale in this state any tent subject to section 325F.03 unless all fabrics or pliable materials in the tent are durably flame resistant. Tents subject to section 325F.03 shall be conspicuously labeled as being durably flame resistant. 

325F.05 RULES.
The commissioner of public safety shall act so as to have effective rules concerning standards for durably flame resistant materials and for labeling requirements under sections 325F.03 and 325F.04. In order to comply with sections 325F.03 and 325F.04, all materials and labels must comply with the rules adopted by the commissioner. The commissioner has general rulemaking power to otherwise implement sections 325F.03 to 325F.07. 

325F.06 CIVIL PENALTIES.
Any firm or corporation who violates sections 325F.03 to 325F.05 shall be strictly liable for any damage which occurs to any person as a result of such violation. In addition, any seller shall refund the full purchase price of any item sold in violation of section 325F.04 upon return of the item by the buyer. 

325F.07 CRIMINAL PENALTY.
Any person, firm or corporation which violates sections 325F.03 to 325F.05 is guilty of a misdemeanor. 

Repealed Minnesota Session Laws: H2403-2 

Laws 2023, chapter 57, article 2, section 66
Sec. 66. REPEALER. Minnesota Statutes 2022, section 62A.31, subdivisions 1b and 1i, are repealed.
EFFECTIVE DATE. 
This section is effective August 1, 2025, and applies to policies offered, issued, or renewed on or after that date.