General

Pursuant to Minnesota Statute, section 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 Statute, chapter 80A, the Commissioner may issue an Order denying the registration. See Minnesota Statute, section 80A.54.

By clicking the “Registrations” link, you will find addition registration instructions. 

Registrations

Definition of Security

The State’s legal definitions of “federal covered security” and “security” are included in Minnesota Statute, sections 80A.41 (8) and (30). These definitions are both broad and complex. If you are unsure whether an offering or transaction qualifies as a security, you should consult with a private attorney familiar with state and federal securities regulations.  

Liability for Violations of Minnesota’s Securities Laws

Persons who offer or sell unregistered securities in violation of Minnesota Statute, sections 80A.49 may be subject to an administrative enforcement action, and/or civil or criminal investigation. See Minnesota Statute, sections 80A.68; 80A.75; 80A.76; and 80A.81 for more information.

Fees

The uniform application (Form 1-A, Uniform Consent to Service of Process (U-2), accompanying documentation, and a $300 notice filing fee (made payable to the Minnesota Department of Commerce) must be completed and mailed to the Commerce Department at least 20 days prior to the commencement of the offering.

Pursuant to 80A.53(g), a registration is effective for 1 year after its effective date. After this date, an annual report will need to be submitted for the filing to remain open along with a $100 filing fee.

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