Making Cannabis Business Changes

Minnesota law only allows for licenses—not applications—to be transferred [Minnesota Statutes, section 342.12 (c)]. However, the prohibition on pre-licensure transfer does not mean that an applicant cannot make changes to their ownership structure. There are different requirements for changing ownership of a business, depending on if the changes are being made prior to obtaining a cannabis business license, or if they are being made after a license has been issued [Minnesota Statutes, section 342.14, subd. 1 (b)].

Applicants (Before Licensure)

By statute, applicants cannot transfer ownership of their application before receiving a license [Minnesota Statutes, section 342.12 (c)]. This means that an applicant cannot sell the majority ownership interest to a third party or cause changes to the individual holding majority control.

However, qualified and preliminarily approved applicants can make changes to their ownership structure in the application before receiving a license, so long as they do not do any of the following:

• Make any transfer of an ownership interest that changes the individual that holds a majority ownership interest of the cannabis business
• Make changes that would require a new business registration with the Minnesota Secretary of State, transfer to a different business entity, or change the business structure
• In the case of a social equity classified application, make any transfer of ownership that reduces social equity ownership below 65% [Minnesota Statutes, section 342.17 (b)]
• Add any owners that are ineligible to hold a cannabis license based on the background check disqualification process (Minnesota Statutes, section 342.15, subd. 1)
• Create any ownership structure that is in violation of the true party of interest provisions (Minnesota Statutes, section 342.185)

Note that it is the applicant’s responsibility to report any ownership or control changes to OCM once the changes are executed and maintain compliance with ownership structure requirements in Minnesota Statutes, sections 342.12, 342.14, 342.15, 342.16, 342.17, and 342.185. Failure to do so will result in your application not proceeding. OCM will not provide prior written approval for these types of changes.

Active License Holders

An active license holder has two options for changing ownership of their business.

1. Adding additional owners/changing existing owners. License holders may add new owners or adjust their ownership percentages but must report changes to OCM once executed. This is for changes that do not result in a change in the person who holds majority ownership in the cannabis business. Similar to pre-licensure, OCM will not provide prior written approval for these changes and it is the responsibility of the license holder to maintain compliance with all applicable regulations.
2. Transferring the license. A transfer is when there is a change to the individual who holds majority ownership. This can include, but is not limited to, changes within an existing ownership group, a new individual being added to an existing ownership group, or the full sale of the business to a new owner. Transfers also include moving a license from one entity to another entity even if both entities have the same ownership. A license holder can transfer their license, pursuant to Minnesota Statutes, section 342.12, with prior written approval of OCM and subject to the following requirements:
   • Licenses classified as social equity require review and approval by the Division of Social Equity.
   • Licenses with a social equity classification may only be transferred to another verified social equity individual or ownership group (at least 65% owned by verified social equity individuals) during the first three years of operations. After three years, a social equity license can be transferred to any entity, including a non-social equity ownership group, subject to review and approval by the Division of Social Equity.
   • You cannot make any change of ownership or control that cause the license holder's legal business structure to convert or change to a different type of legal business structure.
   • You cannot add or transfer to any owners that are ineligible to hold a cannabis license.
   • Transfers of licenses must comply with Minnesota's true party of interest requirements in Minnesota Statutes, section 342.185.

Notification of transfer alone does not constitute prior written approval. A license transferee cannot conduct any business related to the license until OCM has provided written approval for the transfer (Minnesota Statutes, section 342.12).

Notifying OCM of Ownership Changes 

To report ownership or control changes and to request prior written approval for a transfer, applicants and license holders must email requests to ocm.licensing@state.mn.us. Attach the following documents in the email:

• Completed Disclosure of Changes to Ownership and Control form
• Updated capitalization table
• Updated corporate documents, if applicable (e.g., articles of incorporation, bylaws, partnership agreements)
• Social equity verification of the new owner, if applicable
• Photo ID of the applicant, if not already on record with OCM

If the requested change includes new owners, state law requires a background check be performed (Minnesota Statutes, section 342.15). It is the applicant’s responsibility to initiate the process. Learn more about background checks.

If you're interested in getting social equity verified for purposes of a transfer of ownership, follow the Social Equity Verification Process.

Ownership or control changes must be reported to OCM once executed. Transfers must receive prior written approval from the office. Both processes must comply with Minnesota Statutes, sections 342.12, 342.14, 342.15, 342.16, 342.17, and 342.185. Failure to comply may result in application denial or license revocation.

An applicant or license holder may wish to make changes to their business name during the application process or after a license has been issued. Changes to the business name may be permissible and must be submitted to OCM for review. Changes to an applicant’s or license holder’s business structure are not permitted [Minnesota Statutes, section 342.12 (d)(1)].

Notifying OCM of Business Name Changes 

To request a review of a business name change, applicants and license holders must email ocm.licensing@state.mn.us. Attach the following documents in the email:

• Completed Disclosure of Changes to Business Name form 
• Proof of trade name registration documentation (Certificate of Assumed Name) as provided by the Minnesota Secretary of State

It is the applicant’s or license holder’s responsibility to follow these requirements. Business name changes must be reported to OCM and comply with Minnesota Statutes, section 342.12. Failure to comply may result in application denial or license revocation.

An applicant or license holder may need to update their contact information, such as email, phone number or mailing address, on record with OCM. Also, it may be necessary to update the authorized agent or a site contact. These changes may be permissible if submitted to OCM.

To request review of an update to the applicant's or license holder's general information, email ocm.licensing@state.mn.us. Attach the following document in the email:

• Completed Change of General Information Request form

The request will be reviewed and processed. If changes cannot be made, OCM will contact the submitter directly.

To make changes to endorsements and/or business activities, a licensed business must submit the request for review and approval to OCM before being effective. This is only for license holders.

Adding New Endorsements and/or Business Activities as a Cannabis License Holder

A licensed business may apply to add new endorsements and/or business activities to their license through Accela.

• As a first step, the license holder should submit a new site registration in Accela and upload an amended final plan of record which focuses only on the new endorsement and/or business activity to be added.
• Next, the license holder should email ocm.licensing@state.mn.us to inform OCM that updates have been made in Accela with the proposed changes.

All applications for new endorsements and/or business activities are subject to OCM review, approval, and inspection, as well as local approval of the new site registration. OCM will notify the license holder once/if new endorsements and/or business activities are approved or denied.

Testing Lab Change of Analytical Methods

A licensed testing lab may determine they need to make changes to approved testing methods.  

To request that OCM review proposed changes to testing methods: 

• Complete the Testing Changes Request form. You will be emailed a PDF after you submit the form.
• Upload the PDF to the Accela site and email testing.ocm@state.mn.us to notify OCM that new material has been submitted for review. 

Withdrawing Endorsements and/or Business Activities as a Cannabis License Holder

A licensed business may determine an endorsement and/or business activity is no longer relevant to their operations.

To withdraw an endorsement and/or business activity, email ocm.licensing@state.mn.us. Attach the following required document:

• Completed Site Modification and Inventory Management Plan form: This informs OCM how affected cannabis material and/or products on site will be managed.

OCM may inspect the site to confirm the endorsement and/or business activity can be terminated.

Any changes to a business location, including moving to a new location or permanently closing a site, must be submitted by the license holder to OCM for review and approval. The office may require a new site inspection and updated final plans of record prior to approval, and you may also need local government approval and a new retail registration.

To request a change of business location or to close a site, email ocm.licensing@state.mn.us. Attach the following required document:

• Completed Site Modification and Inventory Management Plan form

Cannabis license holders are required to notify OCM of any material changes to the final plans of record (FPOR) to maintain compliance.

Note: All material changes must be submitted and reviewed by OCM before submitting license renewal and any changes to your cultivation plan, if applicable, must be submitted to OCM at least 10 business days before implementing the change pursuant to Minnesota Rules, parts 9810.2000, subp. 2(C), 9810.2102.

Instructions

Start by completing and submitting each FPOR that relates to the material changes – you will receive a PDF copy by email.  

• FPOR forms will need to include information that has not changed, along with the new details, to provide the full information for review.  
• Material changes must be submitted to OCM before a current license holder applies for license renewal. 

To request review of material changes, email ocm.licensing@state.mn.us. Attach the following required documents: 

• Completed Cannabis FPOR Material Change form 
• PDF copies of all new FPOR(s) 

If your FPOR PDF or any related attachments exceed email size limits, upload your updated documents to your Accela account under the site registration page instead of submitting them by email. If you do this, indicate in your email to OCM that you submitted your FPOR Material Change form through Accela. 

Changes That Require a New Site Registration 

If your proposed change involves adding or withdrawing endorsements or business activities, or changing a business location (including relocating operations or permanently closing a site) you must follow the additional processes outlined on this page. These types of changes will require you to submit  a new site registration in Accela along with updated  FPORs [Minnesota Statutes, section 342.12(g)].

Non-Material Changes 

Non-material changes do not require that you notify OCM, however you must maintain internal documentation and have it available during onsite inspections. 

Local Approval Requirements 

Cannabis license holders are responsible for coordinating with their local government to determine whether proposed changes require local review, approval or permitting. Prior to implementing any changes, license holders must confirm compliance with all applicable local registration, zoning, building, fire and occupancy requirements (Minnesota Statutes, section 342.13).

Advance Notice Requirement 

Any material updates to your FPOR that affect cannabis cultivation or manufacturing must be provided to the office at least 10 days before the changes take effect, as required by Minnesota Rules, part 9810.2000, subp. 2(C) and Minnesota Rules, part 9810.2102, subp. 1(C). Changes that require advance notice are indicated throughout this document. 

What Constitutes a Material Change 

Changes to Site Plan / Diagram

Changes related to this section are recorded in Site, Security, and Operations Final Plans of Record [Minnesota Statutes, section 324.14 subd. 6(3)]. 

• Addition or reduction of square footage: Any expansion or decrease in operational space that was not previously approved in the license holder’s FPOR. For example, increasing the size of a room would constitute a material change; however, utilizing more space within an existing, previously approved room would not. Changes of this nature must include an updated certificate of occupancy, as applicable.* 
• Addition or removal of rooms, or repurposing existing rooms: Creating new rooms, eliminating rooms, or changing how an approved space is used. For example, converting a room from finished product storage to cultivation would be considered a material change. Changes of this nature must include an updated certificate of occupancy, as applicable.* 
• Structural modifications to the premises: Any construction that adds or alters walls, doors, sinks or other structural elements.* 
• Replacement of major building systems: Replacement of mechanical systems, lighting, or other critical infrastructure.* 

*If the change relates to the cannabis license holder’s cultivation or manufacturing operations, advance notice is required. 

Cannabis Cultivation (All changes under this section require advance notice)

Changes related to this section are recorded in Site, Security, and Operations Final Plans of Record. 

• Changes to cultivation methods: Modifying the method of cultivation (for example, hydroponic, aeroponic, in-ground). Changing from indoor to outdoor cultivation, or vice versa, requires submission of a new site registration. 
• Changes to drying, curing, or storage practices: Updating how harvested cannabis is dried, cured, or stored. For example, moving from cutting and hang-drying to flash-freezing. 
• New remediation methods: Implementing a new process for remediating cannabis or cannabis flower. 
• New crop inputs: Introducing new pesticides, fungicides, plant growth regulators, fertilizers, soil amendments, or other plant additives. 

Fencing

Changes related to this section are recorded in Site, Security, and Operations Final Plans of Record. 

• Complete replacement of fencing: Fully replacing existing fencing. If the change relates to the license holder’s outdoor cultivation area, advance notice is required. 

Security

Changes related to this section are recorded in Site, Security, and Operations Final Plans of Record. 

• Addition or change in security provider: Beginning to use a security company, changing security companies, or discontinuing contracted security services. 
• Installation of new security systems: Installing a new alarm system, security system, or camera system. 

Testing (Cultivators & Manufacturers) (All changes under this section require advance notice)

Changes related to this section are recorded in Quality Assurance Standard Operating Procedure (SOP) Final Plans of Record. 

• Significant revisions to the product sampling SOP: Implementing a fully revised product sampling standard operating procedure (SOP). For example, switching from the standard method outlined in the Cannabis Technical Authority (CTA) to a method developed in-house. 

Waste Disposal

Changes related to this section are recorded in Site, Security, and Operations Final Plans of Record. 

• Complete change in waste disposal method: Implementing a new method for disposing of cannabis waste. For example, switching from composting to incineration. 

Delivery and Transportation

Changes related to this section are recorded in Vehicle Disclosure Form. 

• Addition of new vehicles: Placing a new vehicle into service requires submission of an updated Vehicle Disclosure Form. 
• Removal of an approved vehicle: Discontinuing use of a previously approved vehicle requires submission of an updated Vehicle Disclosure Form. 
• Modifications to a vehicle’s product storage area: Making significant changes to how cannabis or hemp products are secured during transport. For example, switching from a lockbox in the trunk to a built-in cage. 
• New or updated vehicle insurance or bond: Obtaining or changing required vehicle or cargo insurance coverage or bond. 

Manufacturing (All changes under this section require advance notice)

Changes related to this section are recorded in Site, Security, and Operations Final Plans of Record. 

• Addition of new processing equipment: Introducing processing equipment that comes into contact with raw ingredients or cannabis products. 
• New extraction, concentration, or conversion methods to create artificially derived cannabinoids: Implementing new processes used to create artificially derived cannabinoids. 
• New volatile chemicals or catalysts for artificially derived cannabinoids: Introducing volatile chemicals or catalysts used in extraction, concentration, or conversion processes for artificially derived cannabinoids. 
• Addition of new product categories: Beginning to manufacture products within a new product category pursuant to Minnesota Rules, part 9810.2100, subp. 2-4. For example, adding a new flavor or type of beverage is not considered a material change; however, a beverage manufacturer that intends to begin manufacturing gummies or another edible product would be considered a material change. 
• Processing cannabis from unlicensed individuals: Beginning to process cannabis obtained from unlicensed individuals. 
• New remediation methods: Implementing a new process for remediating cannabis or hemp products. 

Adult-Use and Medical Cannabis Retail

Changes related to this section are recorded in Site, Security, and Operations Final Plans of Record. 

• Changes to point-of-sale systems: Implementing a new point-of-sale system or replacing an existing system used for sales transactions. 

Medical Cannabis Retail

Changes related to this section are recorded in Site, Security, and Operations Final Plans of Record. 

• Addition of a pharmacist or certified medical cannabis consultant: Adding a new pharmacist or certified medical cannabis consultant to staff. 
• Removal of a pharmacist or certified medical cannabis consultant: Removing an existing pharmacist or certified medical cannabis consultant from staff. 

Cannabis Wholesaler

Changes related to this section are recorded in Site, Security, and Operations Final Plans of Record. 

• Addition of an out-of-state LPHE manufacturer for importation: Beginning to import products from a new out-of-state lower-potency hemp edible manufacturer. 

Testing Facilities

Changes related to this section are recorded in Site, Security, and Operations Final Plans of Record and Quality Assurance Standard Operating Procedure (SOP) Final Plans of Record. 

• New testing methods: Implementing a new testing method. A validation or verification report must be included. 
• New matrices: Adding new matrices to the scope of testing. 
• New Laboratory Information Management System (LIMS): Implementing or replacing a LIMS used to manage laboratory data and testing workflows. 
• New Certificate of Analysis format: Adopting a new format for the certificate of analysis (COA), excluding minor formatting or cosmetic changes. 
• Changes to subcontracted testing services: Adding or modifying subcontracting arrangements with other testing facilities. Include the testing methods and matrices affected. 
• Use of another testing facility: Beginning to utilize a different testing facility to perform testing on your company’s behalf. Include the testing methods and matrices affected. 
• Addition of new testing instruments: Introducing new laboratory instruments used for testing. 

FPOR form links for cannabis license holders: 

• Site, Security, and Operations Final Plans of Record 
• Inventory Control and Diversion Prevention Standard Operating Procedure (SOP) Final Plans of Record 
• Quality Assurance Standard Operating Procedure (SOP) Final Plans of Record 
• Accounting and Tax Compliance Standard Operating Procedure (SOP) Final Plans of Record 
• Vehicle Disclosure Form 

This change is only available to applicants who have not yet received a license.  An applicant may determine they no longer wish to pursue a cannabis license.  

To withdraw an application, email ocm.licensing@state.mn.us. Attach the following required document: 

• Completed Request for Withdrawal of Cannabis Application form (PDF)

This change applies only to license holders who determine they no longer wish to continue cannabis operations. 

To voluntarily surrender a license, email ocm.licensing@state.mn.us. Attach the following required document: 

• Completed Request to Surrender a Cannabis License Voluntarily form (PDF)

Upon voluntarily surrendering your license, all cannabis related activities must cease.