SF 4513

03/09/26  REVISOR  RSI/DG  26-07418  as introduced
  SENATE
  STATE OF MINNESOTA
  NINETY-FOURTH SESSION  S.F. No. 4513
  (SENATE AUTHORS: MARTY, Latz and Dibble)
  DATE       D-PG  OFFICIAL STATUS
  03/17/2026      6747 Introduction and first reading
  Referred to Judiciary and Public Safety
1.1A bill for an act
1.2relating to civil law; prohibiting corporation and limited liability company powers
1.3related to election activity; amending Minnesota Statutes 2024, sections 302A.011,
1.4by adding a subdivision; 302A.161, subdivision 24; 302A.165; 317A.011, by
1.5adding a subdivision; 317A.161, subdivision 28; 317A.165, subdivision 1;
1.6322C.0102, by adding a subdivision; 322C.0105, subdivision 1; Minnesota Statutes
1.72025 Supplement, section 302A.166, subdivision 1.
1.8      BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
1.9Section 1. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision
1.10     to read:
1.11Subd. 10a. Election activity. Election activity means:
1.12(1) paying, contributing, or expending anything of value, either monetarily or in-kind,
1.13     to (i) aid, promote, or defeat the nomination or election of a candidate, or (ii) aid or promote
1.14     the interests, success, or defeat of any political party or political organization; or
1.15(2) paying, contributing, or expending anything of value, either monetarily or in-kind,
1.16     to aid, promote, or defeat the passage of a ballot question.
1.17Sec. 2. Minnesota Statutes 2024, section 302A.161, subdivision 24, is amended to read:
1.18Subd. 24. Other powers; limitation. (a) A corporation may have and exercise all other
1.19     powers necessary or convenient to effect any or all of the business purposes for which the
1.20     corporation is incorporated.
1.21(b) Nothing in this chapter, in any other statute or regulation of this state, or in any
1.22     corporation's articles of incorporation or, if a foreign corporation in any certificate of
Sec. 2.  1
 03/09/26  REVISOR  RSI/DG  26-07418  as introduced
2.1  authority to transact business in this state, shall be deemed or interpreted as a grant of power
2.2  to participate in, conduct, or otherwise influence, directly or indirectly, any election activity.
2.3    Sec. 3. Minnesota Statutes 2024, section 302A.165, is amended to read:
2.4      302A.165 EFFECT OF LACK OF POWER; ULTRA VIRES.
2.5      Except as otherwise provided under section 302A.161, subdivision 24, the doing,
2.6  continuing, or performing by a corporation of an act, or an executed or wholly or partially
2.7  executory contract, conveyance or transfer to or by the corporation, if otherwise lawful, is
2.8  not invalid because the corporation was without the power to do, continue, or perform the
2.9  act, contract, conveyance, or transfer, unless the lack of power is established in a court in
2.10 this state:
2.11     (a) In a proceeding by a shareholder against the corporation to enjoin the doing,
2.12 continuing, or performing of the act, contract, conveyance, or transfer. If the unauthorized
2.13 act, continuation, or performance sought to be enjoined is being, or to be, performed or
2.14 made pursuant to a contract to which the corporation is a party, the court may, if just and
2.15 reasonable in the circumstances, set aside and enjoin the performance of the contract and
2.16 in so doing may allow to the corporation or to the other parties to the contract compensation
2.17 for the loss or damage sustained as a result of the action of the court in setting aside and
2.18 enjoining the performance of the contract;
2.19     (b) In a proceeding by or in the name of the corporation, whether acting directly or
2.20 through a legal representative, or through shareholders in a representative or derivative suit,
2.21 against the incumbent or former officers or directors of the corporation for exceeding or
2.22 otherwise violating their authority, or against a person having actual knowledge of the lack
2.23 of power; or
2.24     (c) In a proceeding by the attorney general, as provided in section 302A.757, to dissolve
2.25 the corporation, or in a proceeding by the attorney general to enjoin the corporation from
2.26 the transaction of unauthorized business.
2.27   Sec. 4. Minnesota Statutes 2025 Supplement, section 302A.166, subdivision 1, is amended
2.28 to read:
2.29     Subdivision 1. Effect of ratification or validation. Subject to subdivision 7, and except
2.30 as otherwise provided under section 302A.161, subdivision 24, a defective corporate act or
2.31 putative share is not void or voidable solely as a result of a failure of authorization if the
 Sec. 4.  2
 03/09/26  REVISOR  RSI/DG  26-07418  as introduced
3.1  defective corporate act or putative share is ratified under this section or validated by a court
3.2  in a proceeding brought under section 302A.167.
3.3    Sec. 5. Minnesota Statutes 2024, section 317A.011, is amended by adding a subdivision
3.4  to read:
3.5      Subd. 7b. Election activity. Election activity means:
3.6      (1) paying, contributing, or expending anything of value, either monetarily or in-kind,
3.7  to (i) aid, promote, or defeat the nomination or election of a candidate, or (ii) aid or promote
3.8  the interests, success, or defeat of any political party or organization; or
3.9      (2) paying, contributing, or expending anything of value, either monetarily or in-kind,
3.10 to aid, promote, or defeat the passage of a ballot question.
3.11   Sec. 6. Minnesota Statutes 2024, section 317A.161, subdivision 28, is amended to read:
3.12     Subd. 28. Other powers; limitation. (a) A corporation has other powers necessary or
3.13 convenient to effect a lawful purpose for which the corporation is incorporated.
3.14     (b) Nothing in this chapter, in any other statute or regulation of this state, or in any
3.15 corporation's articles of incorporation or, if a foreign corporation in any certificate of
3.16 authority to transact business in this state, shall be deemed or interpreted as a grant of power
3.17 to participate in, conduct, or otherwise influence, directly or indirectly, any election activity.
3.18   Sec. 7. Minnesota Statutes 2024, section 317A.165, subdivision 1, is amended to read:
3.19     Subdivision 1. General. Except as provided in this section, and except as otherwise
3.20 provided under section 317A.161, subdivision 28, the doing, continuing, or performing by
3.21 a corporation of an act, or an executed or wholly or partially executory contract, conveyance,
3.22 or transfer to or by the corporation, if otherwise lawful, is not invalid because the corporation
3.23 was without the power under this chapter or its articles or bylaws to do, continue, or perform
3.24 the act, contract, conveyance, or transfer.
3.25   Sec. 8. Minnesota Statutes 2024, section 322C.0102, is amended by adding a subdivision
3.26 to read:
3.27     Subd. 8a. Election activity. Election activity means:
3.28     (1) paying, contributing, or expending anything of value, either monetarily or in-kind,
3.29 to (i) aid, promote, or defeat the nomination or election of a candidate, or (ii) aid or promote
3.30 the interests, success, or defeat of any political party or organization; or
 Sec. 8.  3
 03/09/26  REVISOR  RSI/DG  26-07418  as introduced
4.1      (2) paying, contributing, or expending anything of value, either monetarily or in-kind,
4.2  to aid, promote, or defeat the passage of a ballot question.
4.3    Sec. 9. Minnesota Statutes 2024, section 322C.0105, subdivision 1, is amended to read:
4.4      Subdivision 1. Powers generally; limitation. (a) Except as provided in subdivision 2,
4.5  a limited liability company has the capacity to sue and be sued in its own name and the
4.6  power to do all things necessary or convenient to carry on its activities.
4.7      (b) Nothing in this chapter, in any other statute or regulation of this state, or in any
4.8  corporation's articles of incorporation or, if a foreign corporation in any certificate of
4.9  authority to transact business in this state, shall be deemed or interpreted as a grant of power
4.10 to participate in, conduct, or otherwise influence, directly or indirectly, any election activity.
 Sec. 9.  4