Angel Tax Credit For Investors


Investors need to meet these criteria to participate in the Angel Tax Credit program:

  • Be a natural person
  • Be an accredited investor per SEC Reg. D’s Rule 501
  • Be a non-accredited investor investing in exempt filings per Minn. Stat. 80A.46 (13) or (14) or Minn. Stat. 80A.50 (b)
  • Of the business in which the investment is made, not be:
    -- An officer (a person elected or appointed by the board to manage the business), or
    -- A principal (a person having authority to act on behalf of the business), or
    -- A 20% or more owner, individually or combined with family members, of the voting securities of the business, or
    -- A family member (siblings, spouse, ancestors and lineal descendants) of the above
  • Be certified by DEED before investment is made; non-accredited investors making exempt transactions may file for certification within 30 days of making investment
  • Make a minimum qualifying investment of $10,000. The non-refundable certification filing fee is $350.

Before submitting an application, complete the Investor Certification Checklist to determine your eligibility for the Angel Tax Credit Program.

To Apply

Applying for the Angel Tax Credit is a four-step process. Steps 1-2 must be approved before a qualifying investment is made.


Complete and submit this online Investor Certification Application. We will email you a confirmation with a remittance receipt. Sign the receipt in the presence of a notary and mail it to us with the $350 filing fee. Here's what happens next:

  • We will send you a certification approval email within 30 days (usually in about two weeks), or contact you regarding additional information we may need.
  • Upon certification, your name will be posted on our website. All other information you submit is private data.
  • Consultants acting on behalf of an investor who wish to discuss an investor certification application with us should submit a Power of Attorney Form.


After certification, the business and investor jointly complete a 2014 Credit Allocation Application. Here's what happens next:

  • We will send the investor and business a Credit Allocation approval email within 15 days (usually in about one week).
  • Only investments made after the date of the credit allocation approval email qualify for the credit.
  • Upon approval, the proposed investment transaction needs to be completed within 60 days, or by December 31, whichever is sooner.


Within 15 days of the investment transaction, the business submits a Proof of Investment Form along with the following documentation:

    1. A copy of the underlying transaction document (e.g., a signed investor/subscription agreement)

    2. A copy of the investor’s or fund’s wire transfer or check made out to the business

            a. A wire transfer receipt needs show the certified investor as the originator and the certified
                business as the beneficiary

            b. check copy needs show the certified investor as the maker

    3. A copy of the business’ bank deposit receipt (not a deposit slip) or bank statement showing the
        deposit(s) being made

            a. A deposit receipt needs to show the certified business as the depositor

            b. If an escrow account is used, submit documentation showing both the deposit into escrow and
                the transfer from escrow into the business’ account
                (Note: the latter is considered the date of investment)

We will send the investor and business a Proof of Investment approval email after processing the submission.


Investors need to file an Investor Annual Report by February 1st along with a $100 filing fee.

  • Reports filed after February 1st must also include a $500 late filing penalty.
  • Investor annual reports need to be filed for three years from the date of latest investment

We will send you an annual report approval email after processing the report.

Investors need to hold a qualifying investment for three years or the Angel Tax Credit will be revoked and will have to be repaid by the investor, unless one of these exceptions is met:

  • The investment becomes worthless
  • At least 80 percent of the business’ assets are sold
  • The business is sold
  • The business goes public


We email Angel Tax Credit Certificates for qualifying investments by January or February of the year following the investment. Investors need to file a Minnesota Individual Income Tax Return (Form M1) and claim the credit on Schedule M1B, Business and Investment Credits. Investors who do not live in Minnesota may also need to file Schedule M1NR, Nonresidents/Part-Year Residents. Forms are available on the Minnesota Department of Revenue's website .

For More Information

Contact Us

Call Jeff Nelson, program coordinator, at 651-259-7523 or

Other Program Information

Download the "Minnesota’s Angel Tax – Small Corporate Offering Registration" guidebook, or order a free copy.

Download the Angel Tax Credit fact sheet.

Watch a video about the Angel Tax Credit program.

Read the statute establishing and governing the program.