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 2024, section 80A.50(a)(3). The notice filing must be either emailed to Securities.Commerce@state.mn.us, mailed to our Department or submitted via NASAA EFD. 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:
- a completed Regulation A - Tier 2 offering notice filing form or copies of all the documents filed with the Securities Exchange Commission; and
- 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 the 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.
Fees
No fee is required for Reg A – Tier 2 filings.