License Minnesota

Securities for Sale Registration

Minnesota Department of Commerce

Agency contact information:

Commerce, Minnesota Department of
85 7th Place East, Suite 500
St. Paul, MN 55101
(651) 539-1500
(651) 539-1547(fax)
Daniel E. Sexton
(651) 539-1629

Website:

Register a Security

Registration Look Up


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.

Statutes:

Minn. Stats. 80A

Rules:

MINNESOTA RULES 2876.

Forms:

Forms Securities information form - contains general information including fees, procedures for annual reports, withdrawals and reinstatements.

U-1 application to register securities form

102A Minnesota annual report form

Form U-2 and Form U-2A (forms are related to securities exemptions)

Securities impoundment agreement

Securities escrow agreement form

Statement of Issuer - form used to file for the exception outlined in Minn. Stat. § 80A.15 Subd. 2(a)(2)

Requirements:

All securities, subdivided lands (Timeshares) and camping memberships must be registered unless exempt. 

Applications for registration of securities must meet disclosure requirements and merit review standards intended to protect consumers.

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 Division reviews 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 following securities products are subject to review:

-Common Stock
-Limited Partnerships
-Debt Instruments, Notifications, Preferred stock

Report:
Annual report

Non-Minnesota businesses:
File Form U-2; and

Apply to the Secretary of State to transact business as a foreign corporation

Fee:

Filing fee is $100 for every application for registration 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, and the maximum combined fees shall not exceed $300. 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 securites 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. 

Period of Issuance:

 

Other Pertinent Information: