Effective January 1, 2023: A registration is effective for 12 months from the date the commissioner's order is issued. A registrant must file a report, in the form prescribed by rule of the commissioner, before the end of the registration effective period.

Filing by Paper

As of January 15, 2021, all initial, amendment and renewal applications, and exemptions must be filed online via the e-File system.

Online Franchise e-File System and Instructions

• Follow NASAA Guidelines and Form Requirements, below, with regards to content.
• Access Online Franchise System

Make checks payable to the Minnesota Commerce Department

Initial Registration - $400

Annual Renewal with Amendment - $300

Annual Renewal without Amendment - $200

Amendment - $100

The Minnesota Department of Commerce has adopted the new NASAA State Cover Sheet Requirements. The Commissioner has issued the following Order. Franchise Disclosure Documents submitted on/after January 1, 2020 must contain the new State Cover Sheets and State Effective Dates Page.

• Uniform Franchise Registration Application (Form A, includes a notarized Certification Statement)

• Franchiser's Costs and Sources of Funds (Form B)

• Uniform Consent to Service of Process (Form C, must be notarized, naming Minnesota Commissioner of Commerce)

• Franchise Seller Disclosure Form (Form D)

• Consent of Accountant (Form F, must be on accountant’s letterhead)

• Franchise Disclosure Document (The filing must be prepared in accordance with NASAA’s Franchise Registration and Disclosure Guidelines and must follow any applicable commentary.)

When submitting disclosure documents and forms - please do not staple, bind or attach in any way.     Franchise Disclosure Documents and Franchise Agreements must contain or include an addendum with the following Minnesota-specific language: (Addendum to franchise agreement must contain a signature line for franchisee)

• Minnesota Statute 80C.21 and Minnesota Rule 2860.4400(J) prohibit the franchiser from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring the franchisee to consent to liquidated damages, termination penalties or judgment notes. In addition, nothing in the Franchise Disclosure Document or agreement(s) can abrogate or reduce (1) any of the franchisee’s rights as provided for in Minnesota Statute 80Cor (2) franchisee’s rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.

• With respect to franchises governed by Minnesota law, the franchiser will comply with Minnesota Statute 80C.14 Subd. 3-5, which require (except in certain specified cases)

  • that a franchisee be given 90 days notice of termination (with 60 days to cure) and 180 days notice for non-renewal of the franchise agreement and

  • that consent to the transfer of the franchise will not be unreasonably withheld.

• Minnesota considers it unfair to not protect the franchisee’s right to use the trademarks.  Refer to Minnesota Statute 80C.12 Subd. 1(G). The franchiser will protect the franchisee’s rights to use the trademarks, service marks, trade names, logotypes, or other commercial symbols or indemnify the franchisee from any loss, costs, or expenses arising out of any claim, suit, or demand regarding the use of the name.

• Minnesota Rules 2860.4400(D) prohibits a franchisor from requiring a franchisee to assent to a general release

• The franchisee cannot consent to the franchisor obtaining injunctive relief. The franchisor may seek  injunctive relief. See Minnesota Rule 2860.4400(J) also, a court will determine if a bond is required.

• The Limitations of Claims section must comply with Minnesota Statute 80C.17 Subd. 5.

Potential Additional Requirements

• Franchise Impoundment Agreement (.pdf) (may be required as a condition of registration)

• Franchisor Surety Bond Form (.pdf)

An application may be denied if it appears that the financial condition of the franchisor adversely affects or would adversely affect the ability of the franchisor to fulfill its obligations under the franchise agreement, or if  Minnesota Statute § 80C.12    otherwise provides grounds for denial.

If no activity occurs with respect to an application for a period of 120 days after a notice from the Department is issued, the application may be automatically withdrawn. If an Order of Withdrawal is issued, the franchiser must reapply with a new application (see  Minnesota Statute § 80C.12).

IMPORTANT: Recent amendments to the Minnesota Franchise Act became effective January 1, 2023. More specifically, Section 80C.08 was amended to change the time for franchise registrants to file Annual Reports with the Department of Commerce. The prior version of Section 80C.08 required franchise registrants to file their Annual Reports within 120 days after the end of that registrant’s fiscal year end.

As of January 1st, Section 80C.08 now grants 12 months for a franchise registrant to file its Annual Report from its most recent effective date. The effective date can be found on the most recent “order of registration” letter.

• Effective January 1, 2023: A registration is effective for 12 months from the date the commissioner's order is issued. A registrant must file a report, in the form prescribed by rule of the commissioner, before the end of the registration effective period. 
• The annual renewal application (annual report) must comply with the filing requirements of an initial registration. We require one complete blacklined, marked copy of the entire franchise agreement including the Franchise Disclosure Document.  No clean copy is needed.  All documents must be filed to show any changes, updates and deletions that differ from the last filing.
• Renewals (annual reports) will be reviewed by a Department of Commerce analyst, who will either require changes to the application or will issue an annual report effectiveness letter.
• If the annual report filing contains a material change as defined by Minnesota Rule 2860.2400, the filing fee of $200.00 must include an additional $100.00 amendment fee.
• The registration will be cancelled if the renewal/annual report is not filed within 1 year of the franchisor's most recent effective date. (See Minnesota Statute § 80C.08)

• A franchise registration must be amended within 30 days after the occurrence of any “material change.” “Material change” is defined in Minnesota Rule 2860.2400.
• An amendment application must include only the Uniform Franchise Registration Application (Form A), certification page, and the marked pages showing the changes.
• The amendment application will be reviewed by a Department analyst, who will either require changes to the application or will issue an Order of Amendment.

Make checks payable to the Minnesota Commerce Department

Initial Registration - $400

Annual Renewal with Amendment - $300

Annual Renewal without Amendment - $200

Amendment - $100

Please refer to Minnesota Rules 2860.4100 and 2860.4200 for the complete rules regarding franchise advertisements.

Franchisors must submit one copy of each advertisement to the Department at least five business days prior to its first publication.  Unless disallowed by written notice within three business days from the date filed, the advertisement may be published.  No formal approval of the advertisement shall be issued by the Department.  A video advertisement may be submitted in script form.   If a franchise listing is included in a national publication not directed toward Minnesota, no disclaimer or notification must be filed with the Department.

Advertisements cannot make reference to:

• the acquiring of a franchise as an assurance of earnings or profits, as a safe investment, or as free from loss, default, or failure or that such is impossible or unlikely;
• projections or statements of operations of or income from the operation of any franchise; or 
• any opinion of counsel without stating the name and address of such counsel.

Advertisement content must contain:

• the name and address of the person using the advertisement or making offer;
• the name or primary commercial symbol of franchisor; and
• the Minnesota registration number assigned by the Department of Commerce

Commissioner Orders for Advertising and Offers made on the Internet

• Offers Made on the Internet
• Advertising Made on the Internet

Oversight of franchise and business opportunity offerings is an important consumer protection for hundreds of thousands of people who invest in these operations. It requires careful attention by both federal and state authorities.

At the state level, oversight of franchising is grounded in the traditional commitment of state officials to protect consumers whenever possible before they part with their money; and in those cases where money is lost in a fraudulent deal, to exercise the state’s enforcement authority.

Before you invest

• Federal Trade Commission, Bureau of Consumer Protection
• Buying a Franchise: Consumer's Guide
  The Federal Trade Commission provides advice on avoiding costly pitfalls before buying a franchise
• Looking to Earn Extra Income?
  Rule helps you avoid bogus business opportunity offers

Buying a Franchise

• Buy an existing business or franchise
  Want to be your own boss, but not willing to take on the risk of starting your own business from scratch? Franchising can be a great alternative if you want to have some guidance in the start-up phase of the business.
  
• Consumer Guide to Buying a Franchise
  Franchising can give you instant recognition of your business and the ability to obtain ongoing support from your franchiser, but be careful: Purchasing a franchise does not guarantee success.