Title: Franchise Offer or Sale Registration
Description: All franchises, including business opportunities, offered or sold in Minnesota must either be registered or exempt from registration pursuant to the Minnesota Franchise Act codified in Minn. Stat. Chapter 80C
. Minnesota Department of Commerce
Creation Date: 9/11/2008 2:13:23 PM
Modification Date: 11/15/2022 5:39:35 PM
Agency Name: Commerce, Minnesota Department of
Agency URL: https://mn.gov/commerce/
Agency Description: The Minnesota Department of Commerce is the chief regulator for the banking, energy, insurance, real estate, securities, telecommunications industries and also operates Minnesota's Unclaimed Property.
Agency Phone: 651-539-1600
Agency Fax: Agency URL: https://mn.gov/commerce/
85 7th Place East, Suite 500
Division Name: Securities Unit
Division Phone: Division Fax: Division URL:
Application URL: https://comonline.web.commerce.state.mn.us/ComOnline/
Renewal URL: https://comonline.web.commerce.state.mn.us/ComOnline/
The Minnesota Department of Commerce has adopted the new NASAA State Cover Sheet Requirements. The Commissioner has issued the following Order. Franchise Disclosure Documents submitted on/after January 1, 2020 must contain the new State Cover Sheets and State Effective Dates Page.
Uniform Franchise Registration Application (Form A, includes a notarized Certification Statement)
Franchiser's Costs and Sources of Funds (Form B)
Uniform Consent to Service of Process (Form C, must be notarized, naming Minnesota Commissioner of Commerce)
Franchise Seller Disclosure Form (Form D)
Consent of Accountant (Form F, must be on accountant’s letterhead)
Franchise Disclosure Document (an audited financial statement is required for all initial and renewal applications)
When submitting disclosure documents and forms - please do not staple, bind or attach in any way. Franchise Disclosure Documents and Franchise Agreements must contain or include an addendum with the following Minnesota-specific language: (Addendum to franchise agreement must contain a signature line for franchisee)
Minn. Stat. § 80C.21 and Minn. Rule 2860.4400(J) prohibit the franchiser from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring the franchisee to consent to liquidated damages, termination penalties or judgment notes. In addition, nothing in the Franchise Disclosure Document or agreement(s) can abrogate or reduce (1) any of the franchisee’s rights as provided for in Minn. Stat.Chapter 80Cor (2) franchisee’s rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.
With respect to franchises governed by Minnesota law, the franchiser will comply with Minn. Stat. § 80C.14 Subd. 3-5, which require (except in certain specified cases)
that a franchisee be given 90 days notice of termination (with 60 days to cure) and 180 days notice for non-renewal of the franchise agreement and
that consent to the transfer of the franchise will not be unreasonably withheld.
Minnesota considers it unfair to not protect the franchisee’s right to use the trademarks. Refer to Minn. Stat. § 80C.12 Subd. 1(G). The franchiser will protect the franchisee’s rights to use the trademarks, service marks, trade names, logotypes, or other commercial symbols or indemnify the franchisee from any loss, costs, or expenses arising out of any claim, suit, or demand regarding the use of the name.
Minn. Rule 2860.4400(D) prohibits a franchisor from requiring a franchisee to assent to a general release
The franchisee cannot consent to the franchisor obtaining injunctive relief. The franchisor may seek injunctive relief. See Minn. Rule 2860.4400(J) also, a court will determine if a bond is required.
The Limitations of Claims section must comply with Minn. Stat. § 80C.17 Subd. 5.
Potential Additional Requirements
- Guarantee of Performance (Form F, if required by examiner)
- Franchise Impoundment Agreement (may be required as a condition of registration)
- Franchisor Surety Bond (may be required as a condition of registration)
Initial Registration - $400
Annual Report - $200
Amendment - $100
Annual Report / Renewal with Amendment $300
Period of Issuance:
Renewable annually within 120 days of franchisor's fiscal year
Length of Determination:
License Detail URL:
Securities, Franchises and Subdivided Lands