Minnesota 2025-2026 Regular Session

Minnesota House Bill HF747

Introduced
2/13/25  
Refer
2/13/25  
Refer
2/24/25  
Report Pass
2/27/25  
Engrossed
3/20/25  
Refer
3/20/25  
Report Pass
3/27/25  
Enrolled
4/29/25  
Passed
4/30/25  
Passed
4/30/25  
Chaptered
4/30/25  

Caption

Minnesota Business Corporation Act modified.

Impact

One significant impact of HF747 is its modification of rules governing defective corporate acts. The bill allows for the ratification of acts deemed void or voidable due to a failure of authorization. This could offer corporations a means to rectify past errors or ensure that their actions remain valid under state law. The provisions regarding emergency bylaws establish temporary governance frameworks during crises, explicitly recognizing the need for flexibility in corporate management during unforeseen circumstances.

Summary

HF747 aims to modify the Minnesota Business Corporation Act by introducing clearer definitions and provisions related to beneficial ownership, defective corporate acts, and emergency corporate governance. The bill defines 'beneficial owner' and 'beneficial ownership', aiming to clarify the legal standing of individuals or entities that have the power to vote or dispose of shares, thus enhancing transparency in corporate transactions. This update is intended to align with modern business practices and improve the legislative framework governing corporate entities in Minnesota.

Contention

While the intent of HF747 is to streamline and clarify corporate governance, concerns may arise regarding the balance of power between shareholders and boards of directors. Critics could argue that the ability to validate previously defective acts might lead to potential abuses, allowing corporations to circumvent scrutiny or accountability for prior mismanagement. The introduction of provisions that may reduce shareholder influence during emergencies could also spark debate about the rights of minority shareholders in times of crisis.

Companion Bills

MN SF1431

Similar To Minnesota Business Corporation Act provisions modifications

Previously Filed As

MN SF4053

Minnesota Cooperative Housing Act

MN HF117

Political activities by foreign-influenced corporations prohibited, certification of compliance required, and candidates prohibited from accepting contributions.

MN SF4292

Minnesota Human Rights Act modification

MN HF4040

Minnesota Securities Act registration provisions modified, and franchise fee deferral modified.

MN HF2257

Minnesota Age-Appropriate Design Code Act created, obligations placed on businesses regarding children's consumer information, and attorney general enforcement provided.

MN SF4837

Oversight of health maintenance organization transactions by the commissioner of health authorization

MN HF4853

Health maintenance organization transaction oversight provided, and nonprofit health coverage entity conversion transaction requirements established, transaction conversion prohibited, enforcement authorized, and data classified.

MN SF288

Political activities by foreign-influenced corporations prohibition; certifications of compliance requirement; candidates acceptance of certain contributions prohibition

MN SF4156

Minnesota Securities Act registration provisions modifications

MN SF4784

Minnesota Energy Infrastructure Permitting Act establishment, certificates of need provisions modifications, and conforming and technical changes

Similar Bills

MN SF1431

Minnesota Business Corporation Act provisions modifications

MN HF2403

Commerce policy bill.

CT HB07311

An Act Concerning Limited Liability Companies And Business Corporations.

CT SB00967

An Act Concerning Revisions To The Connecticut Business Corporation Act, The Uniform Limited Partnership Act And The Connecticut Limited Liability Company Act.

CT HB06590

An Act Concerning The Connecticut Business Corporation Act.

CT SB00411

An Act Concerning Revisions To The Connecticut Business Corporation Act.

CT HB06667

An Act Concerning The Liability Of An Employer Who Disciplines Or Discharges An Employee On Account Of The Exercise Of Certain Constitutional Rights.

NC S267

Amend Business Corporations Act