Pursuant to Minnesota Statute § 80A.49, all securities offered or sold in Minnesota that are neither federal covered securities nor exempt from registration must be registered with the State.  Issuers wishing to register a security in Minnesota may do so by one of three methods: registration by coordination, registration by qualification, or Small Corporation Offering Registration (SCOR).

Applications for registration of securities must meet disclosure requirements and merit review standards.  If the documents submitted as part of the registration application do not comply with Minnesota Statutes Chapter 80A, the Commissioner may issue an Order denying the registration. (See Minnesota Statute § 80A.54)

Registration by Coordination

Issuers wishing to register securities simultaneously with the U.S. Securities and Exchange Commission (SEC) and the Minnesota Department of Commerce may register by coordination.  To register by coordination, issuers must provide the documents required by Minnesota Statutes §§ 80A.51 and 80A.53, along with the appropriate filing fee, to the Minnesota Department of Commerce.  (Issuers utilizing this registration method will also need to comply with the SEC’s registration requirements.)

Registration by Qualification

Minnesota’s requirements for registration by qualification are defined in Minnesota Statutes §§ 80A.52 and 80A.53, and Minnesota Rules 2876.3040 and 2876.3042.  Issuers wishing to register by qualification must provide the documents required under the above regulations, along with the appropriate filing fee, to the Minnesota Department of Commerce.

Small Corporation Offering Registration (SCOR)

*NEW* As of August 1,2023, the offering limit has changed from $1 million dollars to $10 million dollars for small corporate offering registration ("SCOR") offerings within the State of Minnesota. Offerings are allowed up to the limit prescribed by Code of Federal Regulations, title 17, part 230.504(b)(2). 80A.50 has been amended by Chapter 57, Article 3, Section 68 

SCOR registration is available to issuers that: (1) limit sales and offers of securities to residents of Minnesota; (2) do not raise more than $10 million in 12 consecutive months; and (3) otherwise comply with Minnesota Statute 80A.50(b) and Rule 504 of Regulation D. Issuers wishing to register using the SCOR method must provide the documents required in Minnesota Statute 80A.50(b) and Minnesota Rule 2876.3021, along with the appropriate filing fee, to the Minnesota Department of Commerce.

Fees

Fee amounts are defined in Minnesota Statute § 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 Minnesota Statute § 80A.65(3) and Minnesota Statute § 80A.53(i).

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

Certain securities offerings are exempt from registration in Minnesota.  Exempt securities and transactions are defined in Minnesota Statute §§ 80A.45 and 80A.46.   Issuers relying on an exemption should carefully read the applicable subsection(s) of the above statutes to determine if notice, or other documentation, must be filed with the Department as a condition of claiming the exemption.  Note that some exemptions are “self-executing,” meaning the issuer is not required to file notice of an offering made in reliance on the exemption.  

Fees

Issuers relying on the exemption defined in Minnesota Statute § 80A.45(7) must pay a $50 fee to the Department of Commerce. The payment and filing must be mailed to: Minnesota Department of Commerce, Securities Unit, 85 7th Place East, Ste 280, Saint Paul, MN 55101.  

Issuers relying on other exemptions from registration defined elsewhere in Minnesota Statutes §§ 80A.45 or 80A.46 are not required to pay a fee.  

Forms

Issuers relying on the exemption outlined in Minnesota Statute § 80A.46(14) must file a Statement of Issuer Form with the Department. 

Pursuant to Minnesota Statute § 80A.50(a), issuers of federal covered securities sold or offered in Minnesota may be required to file notice of the offering to the Minnesota Department of Commerce.  If such issuers fail to file proper notice, or otherwise fail to comply with Minnesota Statutes Chapter 80A, the Commissioner may issue an Order suspending the offer or sale.  See Minnesota Statute § 80A.50(a)(4).

Rule 506 of Regulation D Offerings

Issuers relying on Rule 506 of Regulation D to conduct an offering in Minnesota must file a notice of the offering with the Department of Commerce.  The requirements pertaining to the notice filing can be found in Minnesota Statute § 80A.50(a)(3) and Minnesota Rule 2876.3020 Subp. 2.  (Fee requirements for these filings are listed below.)

The Minnesota Department of Commerce participates in NASAA’s Electronic Filing Depository (EFD) system.  Issuers relying on Rule 506 of Regulation D to conduct an offering in Minnesota may use this service in lieu of submitting any physical forms or payments to the Department. 

UPCOMMING EFD CHANGES 2024-2025: EFD Effective System Availability: In order accommodate the changeover to the commercial cloud, EFD will not be available between January 1 through January 5, 2025. If filings are due during those days, they must be submitted no later than midnight, Eastern Time, on December 31, 2024. The migrated EFD will begin accepting filings at 9 a.m. Eastern Time on January 6th. You can reach EFD Support at 1-800-378-5007or support@nasaaefd.org.

Regulation A, Tier 2 Offerings 

Starting 08/01/2024, Issuers relying on Regulation A, Tier 2 to conduct an offering in Minnesota must file a notice of the offering with the Department of Commerce.  The requirements pertaining to the notice filing can be found in Minnesota Statute § 80A.50(a)(3). There is no fee for this notice filing. The notice filing can be either mailed to Securities.Commerce@state.mn.us or mailed to our Department. The following can be submitted: 

Initial filing. An issuer planning to offer and sell securities in Minnesota in an offering exempt under Tier 2 of federal Regulation A must, at least 21 calendar days before the date of the initial sale of securities in Minnesota, submit to the administrator:  

1. a completed Regulation A - Tier 2 offering notice filing form or copies of all the documents filed with the Securities Exchange Commission; and  
2. a consent to service of process on Form U-2, if consent to service of process is not provided in the Regulation A - Tier 2 offering notice filing form.  

The initial notice filing made in Minnesota is effective for 12 months after the date the filing is made.  

Renewal. For each additional 12-month period in which the same offering is continued, an issuer conducting a Tier 2 offering under federal Regulation A may renew the notice filing by filing (i) the Regulation A - Tier 2 offering notice filing form marked "renewal," or (ii) a cover letter or other document requesting renewal. The renewal filing must be made on or before the date notice filing expires.  

Amendment. An issuer may increase the amount of securities offered in Minnesota by submitting a Regulation A - Tier 2 offering notice filing form or other document describing the transaction. 

Mutual Funds

Notice filing requirements pertaining to mutual funds are found in Minnesota Statute § 80A.50(a)(1) and Minnesota Rule 2876.3020 Subp.1.  (Fee requirements for these filings are listed below.)

Unit Investment Trusts

Notice filing requirements pertaining to unit investment trusts are found in Minnesota Statute § 80A.50(a)(1) and Minnesota Rule 2876.3020 Subp.1.  (Fee requirements for these filings are listed below.)

Issuers filing a Unit Investment Trust in Minnesota must file a notice (Form NF) of the offering and applicable fee with the Department of Commerce. The Minnesota Department of Commerce participates in NASAA’s Electronic Filing Depository (EFD) system.  Issuers may use this service in lieu of submitting any physical forms or payments to the Department. 

UPCOMMING EFD CHANGES 2024-2025: EFD Effective System Availability: In order accommodate the changeover to the commercial cloud, EFD will not be available between January 1 through January 5, 2025. If filings are due during those days, they must be submitted no later than midnight, Eastern Time, on December 31, 2024. The migrated EFD will begin accepting filings at 9 a.m. Eastern Time on January 6th. You can reach EFD Support at 1-800-378-5007or support@nasaaefd.org.

Fees

Fee amounts are defined in Minnesota Statute § 80A.65(1).  Fees applicable to federal covered securities are outlined in the table below.  Checks should be made payable to the Minnesota Department of Commerce.