Register 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 Statute 2024, sections 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 Statute 2024, sections 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 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. Offerings are allowed up to the limit prescribed by Code of Federal Regulations, title 17, part 230.504(b)(2); and (3) otherwise comply with Minnesota Statute section 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 section 80A.50(b) and Minnesota Rule 2876.3021, along with the appropriate filing fee, to the Minnesota Department of Commerce. 

Additional Information regarding a SCOR offering can be found on NASAA’s website. Their website provides the SCOR Statement of Policy that we use, filing forms (Form U-7), and other helpful filing information. 

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