Certain securities offerings are exempt from registration in Minnesota. Exempt securities and transactions are defined in Minnesota Statutes 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. 

Fees

Issuers relying on the exemption defined in Minnesota Statute, section 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 Statute, sections 80A.45 or 80A.46 are not required to pay a fee.

Exemptions requiring a fee must be mailed. All other exemptions can be e-mailed to: securities.commerce@state.mn.us

Please note that we cannot offer legal advice or recommend which exemption an Issuer/company should pursue. The issuer’s counsel will have to determine if the exemption applies to their transaction.

Exemptions Requiring Notice-Filings

Review Minnesota Statute, section 80A.45 

Review Minnesota Statute, section 80A.46

Minnesota Statute, section 80A.45 (7) Religious & Non-Profits etc.

• $50.00 fee required. This needs to be mailed to our office.
• The Issuer must file a notice specifying the material terms of the proposed offer or sale and copies of any proposed sales and advertising literature to be used. (Please note that there is no formal form required for submission)
• Please submit any amendments or ongoing advertisement material for filing. These can be either emailed or mailed.

Minnesota Statute, section 80A.46 (14) – Single Issue 

• A formal form is required if there are more than 10 sales and less than 35 sales. If there are less than 10 sales in Minnesota, this exemption becomes self-executing, and no notice is required.
• Notice should be filed 10 days in advance of any sale.

Statement of Issuer [pdf]

Minnesota Statute, section 80A.46 (15) – Offer to Existing Security Holders

• No formal form is required
• The person making the offer and effecting the transaction must provide to the administrator notice of the transaction by filing a written description of the transaction. This notice should be filed at least 10 days in advance of any transaction
• No Consent to Service of Process required

Minnesota Statute, section 80A.46 (18) - Merger

• No formal form for submission.
• A Consent to Service of Process is required.
• The person distributing the issuer’s securities must provide to the administrator notice of the transaction by filing a written description of the transaction.
• Notice should be filed at least 10 days in advance of any transaction.

Minnesota Statute, section 80A.46 (21) - Employee Stock / Benefit Plan

• We do not have a formal form for submission.
• We require a general written description of the plan. A copy of the Issuer’s plan is NOT required.
• A Consent to Service of Process is required.
• Notice should be filed at least 10 days in advance of any transaction

Minnesota Statute, section 80A.46 (25) - Cooperatives

• We do not have a formal form for submission.
• We require a general written description of the plan. A copy of the Issuer’s plan is NOT required.
• A Consent to Service of Process is required.
• Notice should be filed at least 15 days after the completion of the first sale.