A 9233: Regulates an artificial person's contributions towards election and ballot-issue activity; provides limitations on the general powers of a corporation.

  
  STATE OF NEW YORK ________________________________________________________________________ 9233 2025-2026 Regular Sessions  IN ASSEMBLY November 7, 2025 ___________ Introduced by M. of A. LASHER, GALLAGHER -- read once and referred to the Committee on Election Law AN ACT to amend the business corporation law, in relation to regulating an artificial person's contributions towards election and ballot-issue activity The People of the State of New York, represented in Senate and Assem- bly, do enact as follows: 1 Section 1. The opening paragraph of paragraph (a) of section 202 of 2 the business corporation law is amended and a new paragraph (c) is added 3 to read as follows: 4 Each corporation, subject to any limitations provided in this chapter 5 including those enumerated in paragraph (c) of this section or any other 6 statute of this state or its certificate of incorporation, shall have 7 power in furtherance of its corporate purposes: 8 (c) Definitions. (1) The following definitions shall be applicable to 9 the provisions of this section. 10 (A) "Artificial person" means every entity whose existence or limited 11 liability shield is conferred by New York state law, including, without 12 limitation: 13 (i) business corporations; 14 (ii) nonprofit corporations, whether public-benefit, mutual-benefit, 15 or religious; 16 (iii) limited liability companies; 17 (iv) unincorporated associations, limited liability partnerships, 18 statutory trusts, professional corporations, cooperatives, and any 19 successor form; and 20 (v) foreign entities that are authorized to transact business, are 21 otherwise transacting business, or hold property in the state of New 22 York. Any foreign entity that directly or indirectly undertakes, 23 finances, or directs election activity or ballot-issue activity in the EXPLANATION--Matter in italics (underscored) is new; matter in brackets [ ] is old law to be omitted. LBD13964-01-5 
 A. 9233 2 1 state of New York shall be conclusively deemed to be transacting busi- 2 ness in this state. 3 (B) "Election activity" means paying, contributing, or expending money 4 or anything of value to support or oppose a candidate, political party, 5 or political committee. "Election activity" does not include any bona 6 fide news story, commentary, or editorial distributed through the facil- 7 ities of any broadcasting station, or of any print, online, or digital 8 newspaper, magazine, blog, or other periodical publication, unless such 9 broadcasting, print, online, or digital facilities are owned or 10 controlled by a political party, political committee, or candidate. 11 (C) "Ballot-issue activity" means paying, contributing, or expending 12 money or anything of value to support or oppose a ballot question or 13 initiative. "Ballot-issue activity" does not include any bona fide news 14 story, commentary, or editorial distributed through the facilities of 15 any broadcasting station, or of any print, online, or digital newspaper, 16 magazine, blog, or other periodical publication, unless such broadcast- 17 ing, print, online, or digital facilities are owned or controlled by a 18 political party, political committee, or candidate. 19 (D) "Artificial person powers" means powers necessary or convenient to 20 carry out lawful business or charitable purposes, excluding any power to 21 directly or indirectly engage in election activity or ballot-issue 22 activity. 23 (E) "Charter privilege" means any benefit to artificial persons that 24 exists only because the state of New York confers it, such as, without 25 limitation, limited liability, perpetual duration, succession in corpo- 26 rate name, and tax credits or abatements. 27 (F) "Foreign entity" means an artificial person organized or existing 28 under the laws of any jurisdiction other than the state of New York. 29 (2) Revocation of previous power grants. (A) The creation and contin- 30 ued existence of an artificial person is not a right but a conditional 31 grant of legal status by the state and remains subject to complete with- 32 drawal at any time. All powers previously granted to any artificial 33 person under New York state law are revoked in their entirety. No arti- 34 ficial person operating under the jurisdiction of this state shall 35 possess any power unless specifically granted by this section. No 36 provision of this section grants or recognizes any power of an artifi- 37 cial person to engage in election activity or ballot-issue activity, 38 except as provided in clause (C) of subparagraph three of this para- 39 graph. 40 (B) Nothing in clause (A) of this subparagraph shall be construed to 41 invalidate, impair, or modify any existing contract, debt instrument, 42 security, or other legal obligation validly entered into before the 43 effective date of this paragraph; provided, however, that nothing herein 44 authorizes any election activity or ballot-issue activity after such 45 effective date. 46 (3) Selective re-grant of powers. (A) Each artificial person possesses 47 the powers described in clause (D) of subparagraph one of this para- 48 graph, unless its organizational documents limit the exercise of such 49 powers, and no powers beyond those expressly granted. No provision of 50 this section grants or recognizes any power of an artificial person to 51 engage in election activity or ballot-issue activity, except as provided 52 in clause (C) of this subparagraph. 53 (B) Any language in articles of incorporation, organization, associ- 54 ation, or other organizational documents purporting to directly or indi- 55 rectly confer election activity or ballot-issue activity authority on an 56 artificial person is void. 
 A. 9233 3 1 (C) Political committees registered under New York state or federal 2 law are entities created for the purpose of engaging in election activ- 3 ity or ballot-issue activity. Such committees may be granted the power 4 to engage in such activities, provided that they exist solely for such 5 purpose and claim no charter privilege other than limited liability. 6 Nothing in this section shall grant any other artificial person the 7 power to engage in election activity or ballot-issue activity. 8 (D) No charter privilege shall be construed to authorize election 9 activity or ballot-issue activity. An artificial person that exercises 10 election-activity or ballot-issue activity authority, unless expressly 11 permitted to do so under clause (C) of this subparagraph, thereby 12 forfeits all charter privileges as a matter of law. Procedures allowing 13 reinstatement upon full disgorgement, certification of compliance, and 14 payment of civil penalties shall be established within one year of the 15 effective date of this paragraph. 16 (4) Ultra vires actions. Any election activity or ballot-issue activ- 17 ity conducted by an artificial person is ultra vires and void. Such 18 conduct results in the forfeiture of charter privileges as provided in 19 clause (D) of subparagraph three of this paragraph and shall also be 20 subject to civil action by a member, shareholder, or the attorney gener- 21 al for injunctive relief, disgorgement, and enforcement of the forfei- 22 ture. Procedures for such civil actions shall be established within one 23 year of the effective date of this paragraph. 24 § 2. Severability. If any clause, sentence, paragraph, subdivision, 25 section or part of this act shall be adjudged by any court of competent 26 jurisdiction to be invalid, such judgment shall not affect, impair, or 27 invalidate the remainder thereof, but shall be confined in its operation 28 to the clause, sentence, paragraph, subdivision, section or part thereof 29 directly involved in the controversy in which such judgment shall have 30 been rendered. It is hereby declared to be the intent of the legislature 31 that this act would have been enacted even if such invalid provisions 32 had not been included herein. 33 § 3. This act shall take effect on the thirtieth day after it shall 34 have become a law.