SF 2939

as introduced - 94th Legislature (2025 - 2026) Posted on 04/11/2025 09:13am

A bill for an act
relating to health; requiring health care entities to report information on ownership
or control to the commissioner of health; requiring annual public reports; providing
for enforcement; authorizing penalties; appropriating money; amending Minnesota
Statutes 2024, section 144.99, subdivision 1; proposing coding for new law as
Minnesota Statutes, chapter 145E.

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

Section 1.

Minnesota Statutes 2024, section 144.99, subdivision 1, is amended to read:

Subdivision 1.

Remedies available.

The provisions of chapters 103I new text begin , 145E, new text end and 157
and sections 115.71 to 115.77; 144.12, subdivision 1, paragraphs (1), (2), (5), (6), (10), (12),
(13), (14), and (15); 144.1201 to 144.1204; 144.121; 144.1215; 144.1222; 144.35; 144.381
to 144.385; 144.411 to 144.417; 144.495; 144.71 to 144.74; 144.9501 to 144.9512; 144.97
to 144.98; 144.992; 326.70 to 326.785; 327.10 to 327.131; and 327.14 to 327.28 and all
rules, orders, stipulation agreements, settlements, compliance agreements, licenses,
registrations, certificates, and permits adopted or issued by the department or under any
other law now in force or later enacted for the preservation of public health may, in addition
to provisions in other statutes, be enforced under this section.

Sec. 2.

new text begin [145E.01] DEFINITIONS.
new text end

new text begin Subdivision 1. new text end

new text begin Application. new text end

new text begin For purposes of this chapter, the following terms have the
meanings given.
new text end

new text begin Subd. 2. new text end

new text begin Affiliate. new text end

new text begin "Affiliate" means:
new text end

new text begin (1) a person that directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with another person;
new text end

new text begin (2) a person whose business is operated under a lease, management, or operating
agreement by another entity or a person substantially all of whose property is operated under
a management or operating agreement with that other entity;
new text end

new text begin (3) an entity that operates the business or substantially all the property of another entity
under a lease, management, or operating agreement; or
new text end

new text begin (4) any out-of-state operations and corporate affiliates of a person or entity described in
clause (1), (2), or (3), including significant equity investors, health care real estate investment
trusts, and management services organizations.
new text end

new text begin Subd. 3. new text end

new text begin Commissioner. new text end

new text begin "Commissioner" means the commissioner of health.
new text end

new text begin Subd. 4. new text end

new text begin Control. new text end

new text begin "Control," including the terms "controlling," "controlled by," and
"under common control with," has the meaning given in section 145D.01, subdivision 1,
paragraph (d), except that:
new text end

new text begin (1) control is presumed to exist if any person, directly or indirectly, (i) owns, controls,
holds with the power to vote, or holds proxies representing ten percent or more of the voting
securities of any other person, or (ii) constitutes ten percent or more of the membership of
an entity formed under chapter 317A; and
new text end

new text begin (2) the commissioner may determine that control exists in fact, notwithstanding the
absence of a presumption to that effect.
new text end

new text begin Subd. 5. new text end

new text begin Group practice. new text end

new text begin "Group practice" means two or more health professionals
legally organized in a partnership; professional corporation; limited liability company;
medical foundation as defined in section 145D.01, subdivision 1, paragraph (i); nonprofit
corporation; faculty practice plan; or other similar entity:
new text end

new text begin (1) in which each health professional who is a member of the group provides services
that a health care professional routinely provides, including but not limited to health care,
consultation, diagnosis, and treatment, through the joint use of shared office space, facilities,
equipment, or personnel;
new text end

new text begin (2) for which substantially all services of the health professionals who are group members
are provided through the group and are billed in the name of the group practice and amounts
so received are treated as receipts of the group; or
new text end

new text begin (3) in which the overhead expenses of and the income from the group are distributed in
accordance with methods previously determined by members of the group.
new text end

new text begin An entity that otherwise meets the definition of group practice in this subdivision shall be
considered a group practice even if its shareholders, partners, members, or owners include
a professional corporation, limited liability company, or other entity in which any beneficial
owner is a health professional and that is formed to render professional services.
new text end

new text begin Subd. 6. new text end

new text begin Health care entity. new text end

new text begin "Health care entity" means a health care facility, health
care provider, health insurer, pharmacy benefit manager, or provider organization.
new text end

new text begin Subd. 7. new text end

new text begin Health care facility. new text end

new text begin "Health care facility" means a hospital, boarding care
home, outpatient surgical center, or supervised living facility licensed under sections 144.50
to 144.56; a hospital system; a diagnostic imaging facility licensed under sections 144.50
to 144.56 or accredited according to section 144.1225, subdivision 2; a birth center licensed
under section 144.615; a nursing home licensed under chapter 144A; a laboratory that tests
samples obtained from human sources; or a health clinic.
new text end

new text begin Subd. 8. new text end

new text begin Health care provider. new text end

new text begin "Health care provider" means a person, corporation,
partnership, governmental unit, group practice, or other entity authorized under state law
to provide health care services to individuals in Minnesota.
new text end

new text begin Subd. 9. new text end

new text begin Health insurer. new text end

new text begin "Health insurer" means an insurance company licensed under
chapter 60A to offer, sell, or issue a policy of accident and sickness insurance as defined
in section 62A.01; a nonprofit health service plan corporation operating under chapter 62C;
or a health maintenance organization operating under chapter 62D.
new text end

new text begin Subd. 10. new text end

new text begin Health professional. new text end

new text begin "Health professional" means an individual regulated by
a health-related licensing board as defined in section 214.01, subdivision 2, excluding the
Board of Veterinary Medicine, or by the commissioner of health under chapter 148 or 153A.
new text end

new text begin Subd. 11. new text end

new text begin Management services organization. new text end

new text begin "Management services organization"
means any entity that contracts with a health care provider or provider organization to
perform management or administrative services that relate to, support, or facilitate the
provision of health care services.
new text end

new text begin Subd. 12. new text end

new text begin Ownership or investment interest. new text end

new text begin "Ownership or investment interest"
means:
new text end

new text begin (1) direct or indirect possession of equity in capital, stock, or profits totaling more than
five percent of an entity;
new text end

new text begin (2) interest held by an investor or group of investors who engage in the raising or
returning of capital and who invest, develop, or dispose of specified assets; or
new text end

new text begin (3) interest held by a pool of funds by investors, including a pool of funds managed or
controlled by private limited partnerships, if those investors or the management of that pool
or private limited partnership employs investment strategies of any kind to earn a return on
that pool of funds.
new text end

new text begin Subd. 13. new text end

new text begin Pharmacy benefit manager. new text end

new text begin "Pharmacy benefit manager" has the meaning
given in section 62W.02, subdivision 15.
new text end

new text begin Subd. 14. new text end

new text begin Private equity fund. new text end

new text begin "Private equity fund" means a publicly traded or
nonpublicly traded company that collects capital investments from individuals or entities.
new text end

new text begin Subd. 15. new text end

new text begin Provider organization. new text end

new text begin "Provider organization" means a corporation,
partnership, business trust, association, or organized group of persons, whether incorporated
or not, that is in the business of health care delivery or management services and that
represents one or more health care providers in contracting with health insurers for payment
for health care services. Provider organization includes but is not limited to a physician
organization, a physician-hospital organization, an independent practice association, a
provider network, an accountable care organization, a management services organization,
or any other organization that contracts with health insurers for payment for health care
services.
new text end

new text begin Subd. 16. new text end

new text begin Significant equity investor. new text end

new text begin "Significant equity investor" means:
new text end

new text begin (1) a private equity fund with a direct or indirect ownership or investment interest in a
health care entity;
new text end

new text begin (2) an investor, group of investors, or other entity with direct or indirect possession of
equity in the capital, stock, or profits totaling more than ten percent of a health care provider
or provider organization; or
new text end

new text begin (3) a private equity fund, investor, group of investors, or other entity with a direct or
indirect controlling interest in a health care entity or that operates the business or substantially
all the property of a health care entity under a lease, management, or operating agreement.
new text end

new text begin Subd. 17. new text end

new text begin Transaction. new text end

new text begin "Transaction" has the meaning given in section 145D.01,
subdivision 1, paragraph (j), except that:
new text end

new text begin (1) the health care entity involved in the transaction must have average revenue of at
least $10,000,000 per year; or
new text end

new text begin (2) the transaction must result in a health care entity that is projected to have average
revenue of at least $10,000,000 per year once the health care entity is operating at full
capacity.
new text end

Sec. 3.

new text begin [145E.05] REPORTING REQUIRED; OWNERSHIP AND CONTROL OF
HEALTH CARE ENTITY.
new text end

new text begin Subdivision 1. new text end

new text begin Information that must be reported. new text end

new text begin (a) Except as specified in subdivision
2, a health care entity must report to the commissioner the following information regarding
the health care entity in a form and manner specified by the commissioner:
new text end

new text begin (1) legal name;
new text end

new text begin (2) business address;
new text end

new text begin (3) locations of operations;
new text end

new text begin (4) business identification numbers, including the following as applicable: taxpayer
identification number, national provider identifier, employer identification number, CMS
certification number, National Association of Insurance Commissioners identification
number, and personal identification number or pharmacy benefit manager license number
associated with a license issued by the commissioner of commerce;
new text end

new text begin (5) the name and contact information for a representative of the health care entity;
new text end

new text begin (6) the name, business address, and business identification numbers listed in clause (4)
for each person that, with respect to the health care entity, has an ownership or investment
interest, has a controlling interest, is a management services organization, or is a significant
equity investor;
new text end

new text begin (7) a current organizational chart showing the business structure of the health care entity,
including:
new text end

new text begin (i) any entities listed in clause (6);
new text end

new text begin (ii) affiliates, including entities that control or are under common control with the health
care entity; and
new text end

new text begin (iii) subsidiaries;
new text end

new text begin (8) for a health care entity that is a provider organization or a health care facility:
new text end

new text begin (i) the affiliated health care providers identified by name, license type, specialty, national
provider identifier, and other applicable identification numbers listed in clause (4); the
address of the principal practice location; and whether the health care provider is employed
by or under contract with the health care entity; and
new text end

new text begin (ii) the name and address of affiliated health care facilities by license number, license
type, and capacity in each major service area;
new text end

new text begin (9) the name of; national provider identifier of, if applicable; and compensation paid to
each member of the governing board, board of directors, or similar governance body for:
new text end

new text begin (i) the health care entity;
new text end

new text begin (ii) any entity that is owned or controlled by, affiliated with, or under common control
with the health care entity; and
new text end

new text begin (iii) any entity listed in clause (6); and
new text end

new text begin (10) the most recent financial reports of the health care entity and any ownership and
control entities, including audited financial statements, cost reports, annual costs, annual
receipts, realized capital gains and losses, accumulated surplus, and accumulated reserves.
new text end

new text begin (b) The information in paragraph (a) must be reported to the commissioner:
new text end

new text begin (1) by March 1, 2026, and each March 1 thereafter for the previous calendar year; and
new text end

new text begin (2) upon the completion of a transaction involving the health care entity on or after
January 1, 2026, except that a health care entity required to report on a transaction under
section 145D.01 or 145D.02 is not required to also report on the transaction under this
subdivision.
new text end

new text begin Subd. 2. new text end

new text begin Exemptions. new text end

new text begin (a) Except as provided in paragraph (b), the following health care
entities are exempt from reporting according to subdivision 1:
new text end

new text begin (1) a health care entity that is an independent provider organization, without an ownership
or control entity, consisting or two or fewer physicians; and
new text end

new text begin (2) a health care provider or provider organization that is owned or controlled by another
health care entity, if:
new text end

new text begin (i) the health care provider or provider organization is shown on the organization chart
submitted by the controlling health care entity under subdivision 1, paragraph (a), clause
(7); and
new text end

new text begin (ii) the controlling health care entity reports the information required under subdivision
1 on behalf of the health care provider or provider organization.
new text end

new text begin A health care facility is not exempt under this clause from reporting according to subdivision
1.
new text end

new text begin (b) A health care entity that satisfies the criteria in paragraph (a), clause (1), must report
according to subdivision 1 upon the completion of a transaction involving the health care
entity.
new text end

new text begin Subd. 3. new text end

new text begin Consolidation of reporting requirements. new text end

new text begin The commissioner, in consultation
with other relevant state agencies, may consolidate reporting requirements under this section
with reporting requirements in other laws to minimize or prevent duplicative reporting
requirements for health care entities.
new text end

Sec. 4.

new text begin [145E.06] PUBLICATION OF INFORMATION ON OWNERSHIP OR
CONTROL.
new text end

new text begin Subdivision 1. new text end

new text begin Public report. new text end

new text begin (a) By June 1, 2027, and each June 1 thereafter, the
commissioner must publish on the Department of Health website a report containing the
following information for the most recent reporting period:
new text end

new text begin (1) the number of health care entities that reported in the most recent reporting period,
disaggregated by the business structure of each health care entity;
new text end

new text begin (2) the names, addresses, and business structures of entities with an ownership or
controlling interest in each health care entity;
new text end

new text begin (3) for each health care entity, any change in its ownership or control;
new text end

new text begin (4) any change in a health care entity's tax identification number;
new text end

new text begin (5) as applicable, the name, address, tax identification number, and business structure
of other affiliates under common control with the health care entity, subsidiaries of the
health care entity, and management services organizations under contract with the health
care entity; and
new text end

new text begin (6) an analysis of trends in horizontal and vertical consolidation among health care
entities, disaggregated by business structure and provider type.
new text end

new text begin (b) A health care entity must not classify the information listed in paragraph (a) as
confidential, proprietary, or trade secret.
new text end

new text begin Subd. 2. new text end

new text begin Data practices. new text end

new text begin (a) Except as provided in paragraph (b), information reported
to the commissioner under section 145E.05 is public and must not be classified as
confidential, proprietary, or trade secret.
new text end

new text begin (b) An individual health professional's taxpayer identification number that is also the
health professional's Social Security number is private data on individuals according to
section 13.355.
new text end

new text begin Subd. 3. new text end

new text begin Data sharing. new text end

new text begin The commissioner may share an individual health professional's
taxpayer identification number that is also the health professional's Social Security number
with the attorney general, other state agencies, and health-related licensing boards to minimize
or prevent duplicative reporting requirements for health care entities or to facilitate oversight
of health care entities and enforcement activities.
new text end

Sec. 5.

new text begin [145E.07] REGULATORY AUTHORITY.
new text end

new text begin Subdivision 1. new text end

new text begin Rulemaking. new text end

new text begin The commissioner may adopt rules to implement this
chapter. The commissioner may, by rule, establish the format of reports required under this
chapter and specify additional data that health care entities must report to the commissioner
in order to promote the public's interest in monitoring the financial conditions, organizational
structure, business practices, and market share of health care entities.
new text end

new text begin Subd. 2. new text end

new text begin Fee. new text end

new text begin A health care entity must submit to the commissioner, with its report
required under section 145E.05, an annual fee of $....... to defray a portion of the
commissioner's costs in implementing this chapter. Fees collected under this subdivision
must be deposited in the state treasury and credited to the state government special revenue
fund.
new text end

Sec. 6.

new text begin [145E.08] ENFORCEMENT.
new text end

new text begin Subdivision 1. new text end

new text begin Audits and inspections. new text end

new text begin (a) The commissioner may audit and inspect
the records of a health care entity that is required to report under section 145E.05 if the
health care entity fails to submit a report or if the commissioner questions the accuracy or
completeness of a health care entity's report.
new text end

new text begin (b) On an annual basis, the commissioner must conduct audits of a random sample of
health care entities required to report under section 145E.05 to verify compliance with
section 145E.05 and to verify the accuracy and completeness of reports submitted under
section 145E.05.
new text end

new text begin Subd. 2. new text end

new text begin Penalties. new text end

new text begin (a) If a health care entity fails to submit a complete report under
section 145E.05 or submits a report containing false information, the commissioner may
assess a civil penalty as follows:
new text end

new text begin (1) for a health care entity that: (i) is an independent health care provider or provider
organization; (ii) does not have any third-party ownership or control entities; and (iii) has
either ten or fewer physicians or less than $10,000,000 in annual revenue, the penalty must
not exceed $50,000 for each report not provided or each report that contains false information;
and
new text end

new text begin (2) for all other health care entities, the penalty must not exceed $500,000 for each report
not provided or each report that contains false information.
new text end

new text begin (b) Sections 144.989 to 144.993 apply to enforcement actions under this subdivision.
new text end

Sec. 7. new text begin APPROPRIATIONS.
new text end

new text begin $....... in fiscal year 2026 and $....... in fiscal year 2027 are appropriated from the general
fund to the commissioner of health for purposes of Minnesota Statutes, chapter 145E.
new text end