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    Title: Securities Offering Registration
    Alternate Title:
    Description: Pursuant to Minn. Stat. § 80A.49, all securities offered or sold in Minnesota must meet requirements for “federal covered securities,” be registered with the Minnesota Department of Commerce, or be exempt from registration. Applications for registration of securities must meet disclosure requirements and merit review standards.
    Subject: Securities
    Securities Professionals
    Creation Date: 9/11/2008 2:17:13 PM
    Modification Date: 4/24/2025 4:07:45 PM
    Agency Name: Commerce, Minnesota Department of
    Agency URL: https://mn.gov/commerce/
    Agency Description: The Minnesota Department of Commerce is the chief regulator for the banking, energy, insurance, real estate, securities, telecommunications industries and also operates Minnesota's Unclaimed Property.
    Agency Phone: 651-539-1500
    Agency Fax: Agency URL: https://mn.gov/commerce/
    Agency Address:
    85 7th Place East, Suite 500

    St. Paul
    MN
    55101
    Unit Name: Securities Unit
    Unit URL:
    Unit Description:
    Unit Phone: 651-539-1638
    Unit Fax: Contact person(s): securities.commerce@state.mn.us
    Unit URL:
    Audience: Hold Application URL:
    Renewal URL:
    Versa URL:
    Requirements:

    Review:

    Securities

    Mutual Funds and Other Securities Offerings

         Securities Offerings

          Securities Offering Registration Requirements

         Securities Registration Exemptions

         Federal Covered Securities Notice Requirements

    Registration Requirements

    Pursuant to Minn. Stat.§ 80A.49, all securities offered or sold in Minnesota must meet requirements for “federal covered securities,” be registered with the Minnesota Department of Commerce, or be exempt from registration. Applications for registration of securities must meet disclosure requirements and merit review standards.

    Definition of Security

    The State’s legal definitions of “federal covered security” and “security” are included in Minn. Stat. § 80A.41 (8) and (30).  These definitions are both broad and complex.  If you are unsure whether an offering or transaction qualifies as a security, you should consult with a private attorney familiar with state and federal securities regulations.  

    Liability for Violations of Minnesota’s Securities Laws

    Persons who offer or sell unregistered securities in violation of Minn. Stat.§ 80A.49 may be subject to an administrative enforcement action, and/or civil or criminal investigation.  See Minn. Stats. §§ 80A.68; 80A.75; 80A.76; and 80A.81 for more information.

     


    Rules: 2876

    Statutes: 80A

    Forms:

    Contact the MN Dept. of Commerce Securities Unit at 651-539-1638 | securities.commerce@state.mn.us


    Fees:

    Fee amounts are defined in Minn. Stat. § 80A.65(1). There is a $100 filing fee for every application for securities registration, 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 Minnesota. The maximum combined fees (i.e., the $100 filing fee plus the additional, variable fee) must not exceed $300.   

    Amendments made to an effective securities registration may require the payment of a $25 amendment fee. See Minn. Stat. § 80A.65(3) and Minn. Stat. § 80A.53(i).

    Checks should be made payable to the Minnesota Department of Commerce.


    Period of Issuance:

     


    Length of Determination:
    Other Info:
    Activity: Securities Sales
    License Detail URL:

    Securities Offerings

    Securities

    Minnesota Department of Commerce

       


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