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Title: Securities Offering Registration
Alternate Title:
Description: Pursuant to Minn. Stat. § 80A.49, all securities offered or sold in Minnesota must meet requirements for “federal covered securities,” be registered with the Minnesota Department of Commerce, or be exempt from registration. Applications for registration of securities must meet disclosure requirements and merit review standards.
Subject: Securities
Securities Professionals
Creation Date: 9/11/2008 2:17:13 PM
Modification Date: 8/21/2025 4:07:45 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: 651-539-1500
Agency Fax: Agency URL: https://mn.gov/commerce/

Agency Address:
85 7th Place East, Suite 500

St. Paul
MN
55101

Unit Name: Securities Unit
Unit URL:
Unit Description:
Unit Phone: 651-539-1638
Unit Fax: Contact person(s): securities.commerce@state.mn.us
Unit URL:

Audience: Hold Application URL:
Renewal URL:
Versa URL:
Requirements:

Review:

Securities Offerings

*NEW* As of August 1,2024, the Minnesota Department will require notice filings for Regulation A, Tier 2 filings. Minn. Stat. § 80A.50 has been amended by Chapter 114, Article 2, Section 39. Please see the tab labeled “Federal Covered Securities Notice requirements” for additional instructions.

Registration Requirements

Pursuant to Minn. Stat. § 80A.49, all securities offered or sold in Minnesota must meet requirements for “federal covered securities,” be registered with the Minnesota Department of Commerce, or be exempt from registration. Applications for registration of securities must meet disclosure requirements and merit review standards.

Definition of Security
The State’s legal definitions of “federal covered security” and “security” are included in Minn. Stat. § 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 Minn. Stat. § 80A.49 may be subject to an administrative enforcement action, and/or civil or criminal investigation. See Minn. Stats. §§ 80A.68; 80A.75; 80A.76; and 80A.81 for more information.

Securities Offering Registration Requirements

Securities Registration Exemptions

Federal Covered Securities Notice Requirements

Rules: 2876

Statutes: 80A

Forms:

Contact the MN Dept. of Commerce Securities Unit at 651-539-1638 | securities.commerce@state.mn.us

Fees:

Fee amounts are defined in Minn. Stat. § 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 Minn. Stat. § 80A.65(3) and Minn. Stat. § 80A.53(i).

Checks should be made payable to the Minnesota Department of Commerce.

Period of Issuance:

Length of Determination:
Other Info:
Activity: Securities Sales
License Detail URL:

Securities Offerings

Securities