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How to Register a Franchise


Initial Registration of a Franchise

Franchise applications must comply with the Minnesota Franchise Act and Rules and in reviewing applications the department employs NASAA Franchise Registration and Disclosure Guidelines (.pdf).

The initial application will be reviewed by the Minnesota Department of Commerce Securities Unit to determine whether the application requires changes or whether an Order of Registration containing the effective date of the registration will be issued. A franchise may not be offered  or sold until an effective date is issued by the Department of Commerce.

Required Forms:
Attach one copy each of the following forms:

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. SECTION 80C.21 and MINNESOTA RULES 2860.4400(J) prohibit the franchisor 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 80C or (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 franchisor will comply with MINN. STAT. SECTION 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. SECTION 80C.12 SUBD. 1(G). The franchisor 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.
  • MINNESOTA RULES 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 MINNESOTA RULES 2860.4400(J) also, a court will determine if a bond is required.
  • The Limitations of Claims section must comply with MINN. STAT. SECTION 80C.17 SUBD. 5.
As a condition of registration, based on a review of the audited financial statement, the Department of Commerce may require the franchisor to escrow initial fees or defer receipt of initial fees until the franchised business is open, or post a franchise surety bond.
 
An application can be denied if it appears that the financial condition of the franchisor adversely affects or would adversely affect the ability of the franchisor to fulfill its obligations under the franchise agreement (see MINN. STAT. SECTION 80C.12).


Fees:

Make checks payable to the Minnesota Commerce Department

Initial Application $400.00
Annual Report/Renewal $200.00
Amendment $100.00
Annual Report/Renewal w/Amendment $300.00
         
Please use the Franchise Registration Checklist to ensure you have included and completed all necessary documents for registration.

Applications will be examined and deficiency letters sent if necessary. Additional information may be required. Inquiries may be directed to:

Bette Peterson
Initial Registrations
Phone: 651-296-2211
Fax: 651-284-4106
Email: bette.peterson@state.mn.us

Daniel E. Sexton
Renewals (Annual Reports), Amendments, & Advertising
Phone: 651-296-4520
Fax: 651-284-4106
Email: dan.sexton@state.mn.us
Applications should be mailed to:

Securities Unit
Minnesota Department of Commerce
85 7th Place East, Suite 500
Saint Paul, MN 55101

Complaints:
Minnesota Department of Commerce
Consumer Protection and Education Division
85 7th Place East, Suite 500
Saint Paul, MN 55101
Phone: 651-282-5064
Fax: 651-296-4328
Email: securities@state.mn.us
Franchise Complaint Form (.pdf)