SF 4513
Introduction - 94th Legislature (2025 - 2026)
Posted on 03/18/2026 09:34 a.m.
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A bill for an act
relating to civil law; prohibiting corporation and limited liability company powers
related to election activity; amending Minnesota Statutes 2024, sections 302A.011,
by adding a subdivision; 302A.161, subdivision 24; 302A.165; 317A.011, by
adding a subdivision; 317A.161, subdivision 28; 317A.165, subdivision 1;
322C.0102, by adding a subdivision; 322C.0105, subdivision 1; Minnesota Statutes
2025 Supplement, section 302A.166, subdivision 1.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
Section 1.
Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision
to read:
new text begin Subd. 10a. new text end
new text begin Election activity. new text end
new text begin
Election activity means:
new text end
new text begin
(1) paying, contributing, or expending anything of value, either monetarily or in-kind,
to (i) aid, promote, or defeat the nomination or election of a candidate, or (ii) aid or promote
the interests, success, or defeat of any political party or political organization; or
new text end
new text begin
(2) paying, contributing, or expending anything of value, either monetarily or in-kind,
to aid, promote, or defeat the passage of a ballot question.
new text end
Sec. 2.
Minnesota Statutes 2024, section 302A.161, subdivision 24, is amended to read:
Subd. 24.
Other powersnew text begin ; limitationnew text end .
new text begin (a) new text end A corporation may have and exercise all other
powers necessary or convenient to effect any or all of the business purposes for which the
corporation is incorporated.
new text begin
(b) Nothing in this chapter, in any other statute or regulation of this state, or in any
corporation's articles of incorporation or, if a foreign corporation in any certificate of
authority to transact business in this state, shall be deemed or interpreted as a grant of power
to participate in, conduct, or otherwise influence, directly or indirectly, any election activity.
new text end
Sec. 3.
Minnesota Statutes 2024, section 302A.165, is amended to read:
302A.165 EFFECT OF LACK OF POWER; ULTRA VIRES.
new text begin Except as otherwise provided under section 302A.161, subdivision 24, new text end the doing,
continuing, or performing by a corporation of an act, or an executed or wholly or partially
executory contract, conveyance or transfer to or by the corporation, if otherwise lawful, is
not invalid because the corporation was without the power to do, continue, or perform the
act, contract, conveyance, or transfer, unless the lack of power is established in a court in
this state:
(a) In a proceeding by a shareholder against the corporation to enjoin the doing,
continuing, or performing of the act, contract, conveyance, or transfer. If the unauthorized
act, continuation, or performance sought to be enjoined is being, or to be, performed or
made pursuant to a contract to which the corporation is a party, the court may, if just and
reasonable in the circumstances, set aside and enjoin the performance of the contract and
in so doing may allow to the corporation or to the other parties to the contract compensation
for the loss or damage sustained as a result of the action of the court in setting aside and
enjoining the performance of the contract;
(b) In a proceeding by or in the name of the corporation, whether acting directly or
through a legal representative, or through shareholders in a representative or derivative suit,
against the incumbent or former officers or directors of the corporation for exceeding or
otherwise violating their authority, or against a person having actual knowledge of the lack
of power; or
(c) In a proceeding by the attorney general, as provided in section 302A.757, to dissolve
the corporation, or in a proceeding by the attorney general to enjoin the corporation from
the transaction of unauthorized business.
Sec. 4.
Minnesota Statutes 2025 Supplement, section 302A.166, subdivision 1, is amended
to read:
Subdivision 1.
Effect of ratification or validation.
Subject to subdivision 7, new text begin and except
as otherwise provided under section 302A.161, subdivision 24, new text end a defective corporate act or
putative share is not void or voidable solely as a result of a failure of authorization if the
defective corporate act or putative share is ratified under this section or validated by a court
in a proceeding brought under section 302A.167.
Sec. 5.
Minnesota Statutes 2024, section 317A.011, is amended by adding a subdivision
to read:
new text begin Subd. 7b. new text end
new text begin Election activity. new text end
new text begin
Election activity means:
new text end
new text begin
(1) paying, contributing, or expending anything of value, either monetarily or in-kind,
to (i) aid, promote, or defeat the nomination or election of a candidate, or (ii) aid or promote
the interests, success, or defeat of any political party or organization; or
new text end
new text begin
(2) paying, contributing, or expending anything of value, either monetarily or in-kind,
to aid, promote, or defeat the passage of a ballot question.
new text end
Sec. 6.
Minnesota Statutes 2024, section 317A.161, subdivision 28, is amended to read:
Subd. 28.
Other powersnew text begin ; limitationnew text end .
new text begin (a) new text end A corporation has other powers necessary or
convenient to effect a lawful purpose for which the corporation is incorporated.
new text begin
(b) Nothing in this chapter, in any other statute or regulation of this state, or in any
corporation's articles of incorporation or, if a foreign corporation in any certificate of
authority to transact business in this state, shall be deemed or interpreted as a grant of power
to participate in, conduct, or otherwise influence, directly or indirectly, any election activity.
new text end
Sec. 7.
Minnesota Statutes 2024, section 317A.165, subdivision 1, is amended to read:
Subdivision 1.
General.
Except as provided in this section, new text begin and except as otherwise
provided under section 317A.161, subdivision 28, new text end the doing, continuing, or performing by
a corporation of an act, or an executed or wholly or partially executory contract, conveyance,
or transfer to or by the corporation, if otherwise lawful, is not invalid because the corporation
was without the power under this chapter or its articles or bylaws to do, continue, or perform
the act, contract, conveyance, or transfer.
Sec. 8.
Minnesota Statutes 2024, section 322C.0102, is amended by adding a subdivision
to read:
new text begin Subd. 8a. new text end
new text begin Election activity. new text end
new text begin
Election activity means:
new text end
new text begin
(1) paying, contributing, or expending anything of value, either monetarily or in-kind,
to (i) aid, promote, or defeat the nomination or election of a candidate, or (ii) aid or promote
the interests, success, or defeat of any political party or organization; or
new text end
new text begin
(2) paying, contributing, or expending anything of value, either monetarily or in-kind,
to aid, promote, or defeat the passage of a ballot question.
new text end
Sec. 9.
Minnesota Statutes 2024, section 322C.0105, subdivision 1, is amended to read:
Subdivision 1.
Powers generallynew text begin ; limitationnew text end .
new text begin (a) new text end Except as provided in subdivision 2,
a limited liability company has the capacity to sue and be sued in its own name and the
power to do all things necessary or convenient to carry on its activities.
new text begin
(b) Nothing in this chapter, in any other statute or regulation of this state, or in any
corporation's articles of incorporation or, if a foreign corporation in any certificate of
authority to transact business in this state, shall be deemed or interpreted as a grant of power
to participate in, conduct, or otherwise influence, directly or indirectly, any election activity.
new text end