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Securities Offerings

Registration Requirements

Pursuant to Minnesota Statute § 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 Minnesota Statute § 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 Minnesota Statute § 80A.49 may be subject to an administrative enforcement action, and/or civil or criminal investigation.  See Minnesota Statutes §§ 80A.68; 80A.75; 80A.76; and 80A.81 for more information.

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