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Register a Security


All securities, subdivided lands (Timeshares) and camping memberships must be registered unless exempt. Following is a list of requirements, exemptions and fees.

  • Applications for registration of securities must meet disclosure requirements and merit review standards intended to protect consumers.

  • It is unlawful under the Minnesota Securities Act to make any untrue statement of a material fact or to omit any material fact in a securities offering document. The division reviews prospectuses and statements of the issuer to determine that adequate disclosure of all material facts has been made and that the offering documents are readable.

  • If the offering documents do not provide adequate disclosure or if the offering is found to be unfair and inequitable, the Commissioner may issue an Order denying the registration.

The following securities products are subject to review:

  • Common Stock

  • Limited Partnerships

  • Debt Instruments, Notifications, Preferred Stock

Fees:

  • Filing fee is $100 for every application for registration or notice filing, 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 this state, and the maximum combined fees shall not exceed $300. Payable to the Minnesota Department of Commerce.

  • Where a filing is made in connection with a federal covered security under section 18(b)(2) of the Securities Act of 1933, there is a fee of $100 for every initial filing. If the filing is made in connection with redeemable securities issued by an open end management company or unit investment trust, as defined in the Investment Company Act of 1940, there is an additional fee of 1/20 of one percent of the maximum aggregate offering price at which the securities are to be offered in this state. If the filing is made in connection with redeemable securites issued by such a company or trust, there is no maximum fee for securities filings made according to this paragraph.

  • If the filing is made in connection with any other federal covered security under Section 18(b)(2) of the Securities Act of 1933, there is an additional fee of one-tenth of one percent of the maximum aggregate offering price at which the securities are to be offered in this state, and the combined fees shall not exceed $300.

Report:

  • Annual report

Non-Minnesota businesses:

  • File Form U-2; and

  • Apply to the Secretary of State to transact business as a foreign corporation

Forms

Subdivided Land (Timeshares) and Camping Memberships Requirements

  • It is unlawful to offer or sell a subdivided land interest or a membership camping contract in Minnesota unless that interest or contract is either registered or exempt from registration.

  • The filing fee for an application for registration of membership camping contracts is $500. Fee for an application for registration of subdivided land is $150 for a notification registration, and $400 plus $1 per potential sale with a cap of $3500 for a qualification registration.

  • The law provides consumer protection to purchasers. The requirements of this statute are in addition to any local government requirements. The membership camping practices law is found in Ch. 82A of the Minnesota statutes and the subdivided land law is found in Ch. 83 and Minn. Rule 2810. The forms for subdivided land begin at Minn. Rule 2810.9910. This information is available from the MN Revisor of Statutes.

If you have any questions about registering the land, call 651-539-1625. If you have questions about licenses for individuals, call 651-539-1599 or 1-800-657-3978.

Corporate Takeovers

Minn. Stat. Ch, 80B requires that any takeover offers be registered with the Commissioner of Commerce. Takeover filings must comply with specific guidelines outlined in Corporate Takeover Info. You can get more specific information by calling 651-539-1616. The filing fee is $250.