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Licensing and Registration


How to Register a Broker Dealer Firm, Broker Dealer Agent, or Security in Minnesota

In accordance with Minnesota Statutes, 80A.49 and 80A.56, broker dealer firms, agents and the securities they sell must either be registered with the State of Minnesota or be exempted from registration.  In order to do business or continue to do business as a broker dealer in Minnesota all firms must comply with Minnesota law.

How to Register as a Broker-Dealer Headquartered in Minnesota


Examinations:
Each partner, officer, director or person serving in a similar capacity, must have passed the required agent and principal examinations, or represent in writing that they will not be in engaged in the sale of securities in Minnesota.

One full-time supervisor, responsible for compliance matters, must satisfy the following:

  • The individual has acted in a similar supervisory capacity for three of the past five years. Submit a detailed explanation of such experience (the Form U-4 does not provide a sufficiently detailed description).
  • Must have passed the Series 63 or the Series 66
  • Must have passed the General Securities FINRA Principal Examination (Series 24) or equivalent.
  • The supervisor is not required to hold an agent license if they are not engaged in the sale of securities.
Net Capital Requirements:
  • $25,000 minimum
  • $5,000 if the firm does not hold customer funds or securities
  • 15:1 aggregate indebtedness to net capital ratio
  • Note: Bonds are not required for broker-dealers.
Forms and Fee Requirements:
The following forms and fees must be completed, filed, and paid in order to complete registration.
  • Complete Form BD (.pdf), the Broker Dealer Application including a manually signed, dated and notarized Execution Page. (Copies of the amendments from the CRD website are not acceptable).
  • File a Focus report electronically through, eFocus
  • $200 annual fee, payable to and sent to FINRA
Financial Information:
  • The State of Minnesota does not require broker dealers to mail us a copy of their audited financial reports on an annual basis.
License Renewal:

Non-Minnesota Based Businesses

In addition to the above requirements, businesses located outside of Minnesota must:

How to Register as a Broker Dealer Agent

The license requirements for Securities Agents in the State of Minnesota are as follows:

Examinations:
Agents must pass the Series 63 or Series 66 exams plus one FINRA agent exam Series 6 (.pdf), Series 7 (.pdf) or Series 24 (.pdf))

Forms:
Agent applications on Form U-4  (.pdf) should be mailed to FINRA.

Fees:
$50 annual fee, payable to and sent directly to FINRA.

License Renewal:
Annual renewals are due on December 31st through filing with the CRD system. Renewal notifications are sent by through the CRD system.

Non-Minnesota Based Businesses, Must Submit, in Addition to the Above:

How to Register a Security

All securities must be registered under Minnesota Statute 80A.49 unless exempted from registration. The following is a list of requirements, exemptions and fees:

  • A Form U-1 (.pdf) application is required for registration of securities and must meet the disclosure requirements and merit review standards intended to protect investors. (MINN. STAT. Chapters 80A.73 & 80A.68)
  • It is unlawful under the Minnesota Securities Act to make any untrue statement of a material fact or to omit any material fact in a securities offering document. The Securities Division may review prospectuses and statements of the issuer to determine that adequate disclosure of all material facts has been made and that the offering documents are readable.
  • If the offering documents do not provide adequate disclosure or if the offering is found to be unfair and inequitable, the Commissioner may issue an Order denying the registration.
  • The issuing company must file an audited financial report using Form 102A (.pdf) with the filing, a Form U-2 (Consent to Service of Process) and U-2A (Uniform Corporate Resolution)
  • The State of Minnesota requires in addition to the above, a Securities Impoundment Agreement (.pdf) and a Securities ESCROW Agreement (.pdf)
  • If the securities are being filed with regard to the exemption outlined in MINN. STAT. Chapter 80A.46 Section 202, a Statement of Issuer

The following securities products are subject to review:

  • Common Stock
  • Limited Partnerships
  • Debt Instruments, Notifications, Preferred Stock

Fees:

  • The filing fee is $100 for every registration application or notice filing, and an additional fee of one-tenth of one percent of the maximum aggregate offering price at which the securities are to be offered in this state. (The maximum combined fees shall not exceed $300.) Fees are payable to the Minnesota Department of Commerce.
  • Where a filing is made in connection with a federal covered security under Section 18(b)(2) of the Securities Act of 1933, there is a fee of $100 for every initial filing.
    • If the filing is made in connection with redeemable securities issued by an open end management company or unit investment trust, as defined in the Investment Company Act of 1940, there is an additional fee of 1/20 of one percent of the maximum aggregate offering price at which the securities are to be offered in this state.
    • If the filing is made in connection with redeemable securities issued by such a company or trust, there is no maximum fee for securities filings made according to this paragraph.
  • If the filing is made in connection with any other federal covered security under Section 18(b)(2) of the Securities Act of 1933, there is an additional fee of one-tenth of one percent of the maximum aggregate offering price at which the securities are to be offered in this state, and the combined fees shall not exceed $300.

Corporate Takeovers

MINN. STAT. § 80B.03 requires that any takeover offers be registered with the Commissioner of Commerce. Takeover filings must comply with specific guidelines. You can get more specific information by calling 651-539-1638. The filing fee is $250.