Committee re‑refers update to business corporations law after bar‑association backed presentation

House File 747, sponsored by Representative Niska and presented on Feb. 20, would revise Minnesota’s business corporations statute to adopt a set of updates the Minnesota State Bar Association’s Business Law Section developed to align Minnesota with recent national practices, including Delaware precedents and American Bar Association model provisions.

Representative Niska said the measure updates corporate governance norms and helps keep Minnesota an attractive place to incorporate. Kim Lowe, a lawyer and member of the MSBA Business Law Section, told the committee the bill addresses internal governance questions — “these are the laws that govern a corporation and how the owners and the officers interact with each other” — and makes targeted changes such as: clarifying ownership and information rights when shares are held in trusts, adding a mechanism to correct “defective acts” (for example, an incorrect record of authorized shares), and allowing corporations to include emergency powers in governing documents to enable operations during declared emergencies.

Committee members asked technical questions about the interaction with other states’ laws and whether the changes would alter minority‑shareholder protections distinctive to Minnesota statute. Lowe said the proposal adapts national models to preserve Minnesota’s existing provisions where appropriate. Representative Niska moved to re‑refer House File 747 to the committee on Judiciary and Civil Law; the motion carried on a voice vote.

The committee did not record a roll‑call tally. No public opposition was recorded in the hearing transcript.