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Committee lays over revisions to Minnesota Business Corporations Act and refers one bill to the floor
Summary
Senators heard a package of proposed updates to Minnesota’s Business Corporations Act (302A) drafted by the Minnesota State Bar Association; the committee unanimously advanced a related House file to the Senate floor and laid over additional legislation for further consideration.
The committee considered a comprehensive update to Minnesota’s Business Corporations Act (302A) proposed by the Minnesota State Bar Association. Sponsor testimony said the bill modernizes definitions (including beneficial ownership), emergency powers, validation of defective corporate acts, shareholder control agreements, officer exculpation, inspection remedies and merger remedies to reflect contemporary corporate practice and Delaware developments.
Kim Lowe, a business‑law attorney and member of the MSBA subcommittee that drafted the updates, told members the amendments address internal governance (shareholder, director, officer relationships) and provide practical tools for closely held companies, such as a process to ratify or validate defective corporate acts and an emergency governance framework that can be shaped in articles or bylaws.
Senators questioned timing and next steps; the committee agreed to lay over the bill and, by unanimous voice vote on a separate motion, to recommend House File 7‑47 (the companion bill) pass and be referred to the Senate floor.
