Angel Tax Credit For Investors

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  • Be a natural person
  • Be an accredited investor per SEC Reg. D’s Rule 501:
    -- a) An individual with a net worth, or a joint net worth together with his or her spouse, in excess of $1,000,000. (You may include equity in personal property and real estate, cash, short-term investments, stock and securities. Equity in personal and real estate should be based on fair market value of such property minus debt secured by such property).
    -- b) An individual who had gross income in excess of $200,000 in each of the prior two years and reasonably expects an individual gross income in excess of $200,000 in the current year.
    -- c) An individual who had, with his or her spouse, gross income in excess of $300,000 in each of the prior two years and reasonably expects an individual and spousal gross income in excess of $300,000 in the current year.
  • Be a non-accredited investor investing in exempt filings per Minn. Stat. 80A.46 (13) or (14) or Minn. Stat. 80A.50 (b)
  • Of the business in which the investment is made, not be:
    -- An officer (a person elected or appointed by the board to manage the business), or
    -- A principal (a person having authority to act on behalf of the business), or
    -- A 20% or more owner, individually or combined with family members, of the voting securities of the business, or
    -- A family member (siblings, spouse, ancestors and lineal descendants) of the above
  • Be certified by DEED before investment is made; non-accredited investors making exempt transactions may file for certification within 30 days of making investment
  • Make a minimum qualifying investment of $10,000. The non-refundable certification filing fee is $350.

Before submitting an application, complete the Investor Certification Checklist to determine your eligibility for the Angel Tax Credit Program.


Applying for the Angel Tax Credit is a four-step process. Steps 1-2 must be approved before a qualifying investment is made.


Here's what happens next:

  • If we need additional information, we will contract you; otherwise we will send you a certification approval or denial email within 30 days (often in about one week).
  • Upon certification, your name will be posted on our website. All other information you submit is non-public data.
  • Authorized persons acting on behalf of an investor who wish to discuss an investor certification application with us should submit a Power of Attorney Form.


After certification, a business and investor jointly complete a Credit Allocation Application

Here's what happens next:

  • We will send the investor and business a credit allocation approval email within 15 days (often in about a week).
  • Only investments made after the date of the credit allocation approval email qualify for the credit.
  • Upon approval, the proposed investment transaction needs to be completed within 60 days, or by December 31, whichever is sooner.


Within 15 days of the investment transaction, the business submits a Proof of Investment Form along with the following documentation:

  • A copy of the underlying transaction document (e.g., an executed subscription agreement).
  • A copy of the investor’s check made out to the business, or a copy of the wire transfer:
    • A copy of the check serves as evidence that the certified investor made the investment. If it does not, you must provide documentation showing a clear audit trail from the certified investor to the business.
    • A wire transfer needs to show the certified investor as the originator and the certified business as the beneficiary.
  • A copy of the business’ bank deposit receipt (not a deposit slip) with the business’ name and account number showing the deposit(s) being made:
    • A bank deposit receipt needs to show the certified business as the depositor, with business name and account number. If it does not, include a bank statement with the business’ name and account number.
    •  If an escrow account is used, submit documentation showing both the deposit into escrow and the transfer from escrow into the business’ account (note: the latter is considered the date of investment).

We will send the investor and business a proof of investment approval email after processing the submission.


Investors need to file an Investor Annual Report and pay a $100 filing fee by February 1st.

  • Reports filed after February 1st must also pay a $500 late filing penalty.
  • Investor annual reports need to be filed for three years from the date of the latest investment.

We will send you an annual report approval email after processing the report.


We email Angel Tax Credit Certificates for qualifying investments by January or February of the year following the investment. Investors need to file a Minnesota Individual Income Tax Return (Form M1) and claim the credit on Schedule M1B, Business and Investment Credits. Investors who do not live in Minnesota may also need to file Schedule M1NR, Nonresidents/Part-Year Residents. Forms are available on the Minnesota Department of Revenue's website.

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Other Program Information

Download the "Minnesota’s Angel Tax – Small Corporate Offering Registration" guidebook, or order a free copy.

Download the Angel Tax Credit fact sheet.

Watch a video about the Angel Tax Credit program.

Read the statute establishing and governing the program.