SF 4147

1st Engrossment - 94th Legislature (2025 - 2026)

Posted on 03/20/2026 02:19 p.m.

A bill for an act
relating to business organizations; revoking and regranting certain powers;
providing for administrative dissolution, civil penalties, and reinstatement;
proposing coding for new law in Minnesota Statutes, chapter 300.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

Section 1.

new text begin [300.80] DEFINITIONS.
new text end

new text begin Subdivision 1. new text end

new text begin Scope. new text end

new text begin For purposes of sections 300.80 to 300.86, the following terms
have the meaning given.
new text end

new text begin Subd. 2. new text end

new text begin Legal entity. new text end

new text begin (a) "Legal entity" means an entity whose existence, legal status,
or limited liability is conferred by Minnesota law. Legal entity includes but is not limited
to: (1) an entity governed by chapters 302A, 308A, 308B, 317A, 318, 321, 322C, and 323A;
and (2) a foreign entity that is authorized to transact business, is transacting business, or
holds property in this state.
new text end

new text begin (b) Legal entity does not include the state or an agency, instrumentality, authority,
political subdivision, or public body corporate and politic of the state.
new text end

new text begin Subd. 3. new text end

new text begin Legal entity powers. new text end

new text begin "Legal entity powers" means the powers necessary or
convenient to carry out the legal entity's lawful business, charitable, cooperative, or
organizational purposes. Legal entity powers do not include political spending powers.
new text end

new text begin Subd. 4. new text end

new text begin Political spending powers. new text end

new text begin (a) "Political spending powers" means the power
to directly or indirectly pay, contribute, expend, transfer, or disburse money or anything of
value to:
new text end

new text begin (1) aid, promote, support, or defeat the endorsement, nomination, or election of a federal,
state, or local candidate;
new text end

new text begin (2) produce or disseminate an electioneering communication as defined in section
10A.201 or United States Code, title 52, section 30104;
new text end

new text begin (3) aid, promote, support, or defeat the interests of any political party, political committee
or fund, or similar entity; or
new text end

new text begin (4) aid, promote, support, or defeat the passage of a ballot question, recall, constitutional
amendment, charter amendment, or other question formally submitted to voters.
new text end

new text begin (b) Political spending powers does not include the distribution of bona fide news,
commentary, or editorial content through the facilities of a broadcasting station, newspaper,
magazine, or other periodical publication, including print, online, or digital formats, unless
the facilities are owned or controlled by a political party; federal, state, or local candidate;
political committee or fund; or other similar entity.
new text end

Sec. 2.

new text begin [300.81] REVOCATION AND REGRANT OF POWERS.
new text end

new text begin (a) Simultaneously on the effective date of this section:
new text end

new text begin (1) all powers, including implied powers, previously granted to legal entities under
Minnesota law are revoked; and
new text end

new text begin (2) every legal entity operating under the jurisdiction of this state possesses only the
legal entity powers as provided under sections 300.80 to 300.86 and no others.
new text end

new text begin (b) The revocation and regrant under paragraph (a) must be construed as a single,
integrated redefinition of the powers of legal entities under Minnesota law.
new text end

new text begin (c) No provision of statutes may be construed to directly or indirectly grant or recognize
political spending powers in a legal entity, except as provided under section 300.84.
new text end

new text begin (d) Notwithstanding any other law to the contrary, political spending powers are not
necessary or convenient for a legal entity to carry out the legal entity's lawful business,
charitable, cooperative, or other organizational purpose.
new text end

new text begin (e) Any provision of articles of incorporation, articles of organization, a partnership
agreement, an operating agreement, bylaws, a trust instrument, a statement of authority, or
other organizational document that grants or purports to grant political spending powers is
void.
new text end

Sec. 3.

new text begin [300.82] CERTAIN ACTS VOID.
new text end

new text begin (a) An act by a legal entity that constitutes the exercise of political spending powers is
ultra vires and void.
new text end

new text begin (b) An act described in paragraph (a):
new text end

new text begin (1) is void from inception;
new text end

new text begin (2) may not be ratified or validated;
new text end

new text begin (3) creates no enforceable rights, obligations, or defenses; and
new text end

new text begin (4) is not validated by consent, estoppel, waiver, reliance, course of dealing, or any
equitable doctrine.
new text end

Sec. 4.

new text begin [300.83] ENFORCEMENT; PENALTIES.
new text end

new text begin Subdivision 1. new text end

new text begin Administrative dissolution; enforcement. new text end

new text begin (a) If a legal entity violates
section 300.81, the attorney general may petition the secretary of state to issue a certificate
of administrative dissolution. A legal entity that is administratively dissolved under this
subdivision may be reinstated under subdivision 2. During the period a legal entity is
administratively dissolved, the legal entity's liabilities must be determined and limited under
the applicable law.
new text end

new text begin (b) The authority provided under this section is in addition to any other authority provided
by law, including but not limited to the attorney general's powers under sections 8.31,
501B.40, and 501B.41 to investigate and bring actions to secure compliance.
new text end

new text begin (c) A foreign entity that directly or indirectly undertakes, finances, or directs political
spending powers in this state, or with respect to any election or ballot measure submitted
to the electors of this state, is transacting business in this state for jurisdiction and
enforcement purposes.
new text end

new text begin Subd. 2. new text end

new text begin Reinstatement. new text end

new text begin A legal entity subject to administrative dissolution under
subdivision 1 may be reinstated by the secretary of state only if the legal entity:
new text end

new text begin (1) fully disgorges to the general fund all money or things of value expended to exercise
political spending powers; and
new text end

new text begin (2) certifies future compliance with sections 300.80 to 300.86.
new text end

Sec. 5.

new text begin [300.84] POLITICAL COMMITTEE EXCEPTION.
new text end

new text begin A political committee, political fund, political party, political party unit, principal
campaign committee, or committee organized solely to exercise political spending powers
under state or federal law may exercise political spending powers, provided that limited
liability is the only charter privilege conferred on the entity under Minnesota law.
new text end

Sec. 6.

new text begin [300.85] SAVINGS; NATURAL PERSONS; PUBLIC BODIES.
new text end

new text begin (a) Nothing in sections 300.80 to 300.86 regulates or restricts the constitutional rights
of a natural person acting in the natural person's individual capacity.
new text end

new text begin (b) Sections 300.80 to 300.86 do not apply to the state or an agency, instrumentality,
authority, political subdivision, or public body corporate and politic of the state.
new text end

new text begin (c) Nothing in sections 300.80 to 300.86 invalidates, impairs, or modifies a contract,
debt instrument, security, or other legal obligation lawfully entered into before the effective
date of this section.
new text end

Sec. 7.

new text begin [300.86] SUPERSESSION; NONREVIVAL.
new text end

new text begin (a) Sections 300.80 to 300.86 supersede and prevail over a statute that may be construed
to grant or recognize political spending powers to a legal entity.
new text end

new text begin (b) No power, privilege, or capacity revoked by sections 300.80 to 300.86 may be revived,
reinstated, or implied by operation of law or judicial construction.
new text end

Sec. 8. new text begin EFFECTIVE DATE.
new text end

new text begin This act is effective July 1, 2026, and applies to acts occurring on or after that date.
new text end