Registration must be renewed annually if the franchiser intends to continue to offer and sell new franchises in the State of Minnesota. 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.
Minnesota Statute 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)
Amend a Franchise Registration in Minnesota
A franchise registration must be amended within 30 days after the occurrence of any “material change.” “Material change” as defined in Minnesota Rule 2860.2400 shall include, but not be limited to, the following:
- The termination, closing, or failure to renew by the franchisor during any consecutive three-month period after registration of ten percent of all franchises of the franchisor, regardless of location, or ten percent of the franchises of the franchisor located in the state of Minnesota;
- Any change in control, corporate name, or state of incorporation, or reorganization of the franchisor;
- The purchase by the franchisor during any consecutive three-month period after registration of ten percent of its existing franchises, regardless of location, or ten percent of its existing franchises in the state of Minnesota;
- The commencement of any new product, service, or model line involving, directly or indirectly, an additional investment in excess of 20 percent of the current average investment made by all franchises or the discontinuation or modification of the marketing plan or marketing system of any product or service of the franchisor where the average total sales from such product or service exceed 20 percent of the average gross sales of the existing franchisees on an annual basis;
- Any change in the franchise fees charged by the franchisor; or
- Any significant change in:
- The obligations of the franchisee to purchase items from the franchisor or its designated sources;
- The limitations or restrictions on the goods or services which the franchisee may offer to a customer;
- The obligations to be performed by the franchisor; or
- The franchise contract or agreement, including all amendments thereto.
- 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.