Minnesota Administrative Code

2860.4400 UNFAIR AND INEQUITABLE PRACTICES. All franchise contracts or agreements and any other device or practice of a franchisor, shall conform to the following provisions. It shall be unfair and inequitable for any person to: A. restrict or inhibit, directly or indirectly, the…

2860.4500 FALSE, FRAUDULENT, AND DECEPTIVE PRACTICES. In connection with an offer, grant, or sale of a franchise in this state, any person authorizing, aiding in, or causing such offer, grant, or sale of franchises shall be deemed to be engaging in a "false, fraudulent, or decept…

2860.5100 SPECIAL CLASSIFICATION. The commissioner specifically recognizes the classification of motor vehicle fuel franchises and prescribes that the rules set forth hereafter shall apply only to that class. Statutory Authority: MS s 80C.18 Published Electronically: September 14…

2860.5200 PUBLIC OFFERING STATEMENT. The provisions of part 2860.3500 shall not apply. The body of the public offering statement shall contain the following information: A. a copy of the entire motor vehicle fuel franchise contract or agreement proposed for use, including all ame…

2860.5300 REGISTRATION. The following information shall be filed with the commissioner in connection with the registration: A. financial statements that comply with the provisions of parts 2860.1200 to 2860.1600; and B. the names, addresses, and business telephone numbers of all …

2860.5400 UNFAIR PRACTICES. The provisions of part 2860.4400 shall not apply. All motor vehicle fuel franchise agreements shall conform to the following provisions. A violation of any of these provisions shall be considered "unfair and inequitable." A. The dealer shall have the u…

2860.5500 CANCELLATION OF FRANCHISE. Any provisions regarding cancellation of the franchise agreement shall be governed by items A to C. A. A supplier shall not cancel a franchise agreement except for one or more of the following grounds: (1) a mutual agreement between the partie…

2860.5600 RENEWAL OF FRANCHISE. Any provisions regarding the renewal of a franchise agreement shall be governed by items A and B. A. Either party to a franchise agreement may refuse to renew the franchise agreement upon giving the other party written notice of his or her intent n…

2860.7100 SPECIAL CLASSIFICATION. The commissioner specifically recognizes the classification of hardware franchises and prescribes that the rules set forth hereafter shall apply only to that class. Statutory Authority: MS s 80C.18 Published Electronically: September 14, 2007

2860.7200 PUBLIC OFFERING STATEMENT. Subpart 1. Exclusion. The provisions of part 2860.3500, subparts 5 and 14 shall not apply. In lieu thereof, the public offering statement shall contain the items in subpart 2. Subp. 2. Investment by franchisee. State any fees, payments, or cha…

2860.7300 OTHER STATEMENTS AND PROJECTIONS. Any estimation or projection of franchisee earnings, proforma statement, or break even statement prepared for presentation to prospective franchisees or subfranchisors shall include a statement setting forth the assumptions or data upon…

2860.8100 SPECIAL CLASSIFICATION. The commissioner specifically recognizes the classification of franchises, other than those specifically classified elsewhere in parts 2860.4500 to 2860.7300, which require that the franchisee make an initial, unfinanced investment in excess of $…

2860.8200 PUBLIC OFFERING STATEMENT. The provisions of part 2860.3500, subparts 7 to 14 and 16, shall not apply. Statutory Authority: MS s 80C.18 Published Electronically: August 6, 2013

2860.8300 REGISTRATION. The following information shall be filed with the commissioner in connection with the registration: A. financial statements that comply with the provisions of parts 2860.1200 to 2860.1600; and B. the names, addresses, and business telephone numbers of all …

2860.9910 FORM FOR APPLICATION FOR REGISTRATION, ANNUAL REPORT, OR AMENDMENT OF REGISTRATION. STATE OF MINNESOTA DEPARTMENT OF COMMERCE REGISTRATION AND LICENSING DIVISION This is submitted for (check one only): Application for Registration (Franchise) ( ) Annual Report ( ) Amend…

2860.9920 FORM FOR VERIFICATION. CORPORATE VERIFICATION State of _ ) ) SS. County of _ ) ___________________________, being first duly sworn, says that ..he is the __________________________________________ of ________________________________________ above-named applicant, and ex…

2860.9930 FORM FOR CONSENT TO SERVICE OF PROCESS. CONSENT TO SERVICE OF PROCESS KNOW ALL BY THESE PRESENTS: That the undersigned, _____________________________________, (a corporation organized under the laws of the state of _______________________) (a partnership) (an individual…

2872.0100 CURRENCY EXCHANGE FEES. Subpart 1. Presumption. It shall be presumed that fees and amendments of fees filed with the commissioner of commerce under Minnesota Statutes, section 53A.07, are fair and reasonable if they do not exceed the following amounts: A. for cashing ch…

2876.1000 DEFINITIONS. Subpart 1. General terms and scope. The terms used in this chapter that are not defined in this part have the meanings given them in Minnesota Statutes, chapter 80A. Subp. 2. Control person. For purposes of this chapter, "control person" means a partner, of…

2876.1020 DEPOSITORY INSTITUTIONS. The term "broker-dealer" does not include a depository institution that engages in the conditioned activities described in sections 3(a)(4) and 3(a)(5) of the Securities Exchange Act of 1934, United States Code, title 15, section 78c(a)(4)(B)-(C…

2876.1021 REGULATION D. "Regulation D" as used in the Minnesota Securities Act, Minnesota Statutes, chapter 80A, and the rules adopted under the act means Regulation D as promulgated by the Securities and Exchange Commission, Code of Federal Regulations, title 17, sections 230.50…

2876.1030 EFFECTIVE DATE OF INCORPORATIONS BY REFERENCE. Unless otherwise indicated, whenever a reference is made in this chapter to a federal, state, or self-regulatory organization's statute, rule, decision, or opinion, the reference is deemed to refer to the version of the sta…

2876.2020 RECOGNIZED MANUALS APPROVED BY COMMISSIONER. "Nationally recognized securities manuals," as that term is used in Minnesota Statutes, section 80A.46 (2)(D), are limited to the following: A. Standard & Poor's Corporation Records; B. Mergent Industrial Manual and News Repo…

2876.2021 SINGLE ISSUE; INTEGRATION. The following factors should be considered in determining whether offers and sales are part of a "single issue" for purposes of the exemption contained in Minnesota Statutes, section 80A.46 (14): A. whether the offers and sales are part of a s…

2876.3020 FEDERAL COVERED SECURITIES; NOTICE FILINGS. Subpart 1. Section 18(b)(2) securities. With respect to a federal covered security, as defined in section 18(b)(2) of the Securities Act of 1933, United States Code, title 15, section 77r(b)(2), that is not otherwise exempt un…

2876.3021 SMALL CORPORATE OFFERING REGISTRATION STATEMENT. Subpart 1. Alternative to Form U-7. Applicants may file a small corporate offering registration statement in a format other than Form U-7 so long as the alternative registration statement contains all of the information r…

2876.3040 REGISTRATION STATEMENT; REQUIRED RECORDS. Subpart 1. Information required in registration statement. A registration statement under Minnesota Statutes, section 80A.52, must contain the information and records specified in Minnesota Statutes, section 80A.52, paragraph (b…

2876.3041 SECURITIES NOT APPROVED. Every registration statement and prospectus for a security that is registered as required under Minnesota Statutes, chapter 80A, and is exempt from registration by section 3(a)(11) of the Securities Act of 1933, as amended, or any rule promulgat…

2876.3042 PROSPECTUS DISTRIBUTION MAY BE REQUIRED. As a condition of registration under Minnesota Statutes, section 80A.52, a prospectus containing the information specified in part 2876.3040 must be sent or given to each person to which an offer is made, before or concurrently, …

2876.3050 MNVEST NOTICE FILING. Subpart 1. Form and submission. A notice filing made pursuant to Minnesota Statutes, section 80A.461, subdivision 3, clause (11), must be filed on the MNvest notice form, available on the Department of Commerce website or upon request from the admi…

2876.3051 ESCROW AND IMPOUNDMENT. A MNvest issuer must comply with the escrow requirements found in Minnesota Statutes, section 80A.461, subdivision 3, clause (8). The escrow and impoundment of funds is subject to the following: A. All funds from purchasers of a MNvest offering m…

2876.3052 RECORDS RETENTION REQUIREMENTS FOR MNVEST ISSUERS. MNvest issuers must retain records related to MNvest offerings made pursuant to Minnesota Statutes, section 80A.461, for five years after the close of the MNvest offering. Retained records must include a copy of the fol…

2876.3053 PORTAL OPERATOR REGISTRATION. Subpart 1. Form and submission. A portal operator registration application made pursuant to Minnesota Statutes, section 80A.461, must be filed on a MNvest portal operator registration form, available on the Department of Commerce website or…

2876.3054 REPORTING REQUIREMENTS. Subpart 1. Offerings reports. MNvest issuers and portal operators must provide to the administrator upon request a report of a MNvest offering or MNvest offerings occurring or completed in reliance on Minnesota Statutes, section 80A.461. The repo…

2876.3055 PROTECTION OF PURCHASER INFORMATION. Subpart 1. Cybersecurity policy. A. Portal operators and MNvest issuers must take reasonable steps to ensure that purchasers' financial and personal information is properly secured. Reasonable steps include, at a minimum, a written c…

2876.3056 LIMITS ON AVAILABILITY. Minnesota Statutes, section 80A.461, is not available for the following types of offerings: A. offerings involving petroleum exploration or production, mining, or other extractive industries; B. offerings relating to investments in virtual, digit…

2876.3057 RESTRICTIONS ON RESALE. Securities offered under Minnesota Statutes, section 80A.461, have not been registered under federal or state securities laws and, therefore, cannot be resold unless the securities are registered or qualified for an exemption from registration un…

2876.3058 INVESTOR RIGHT OF CANCELLATION. In an offering conducted under Minnesota Statutes, section 80A.461, an investor may cancel an investment commitment for any reason until such time as the target minimum offering amount identified in the MNvest notice form corresponding wi…

2876.3059 ANTIFRAUD PROVISION. Nothing in this chapter exempts any person from any antifraud provisions of Minnesota Statutes, chapter 80A. Statutory Authority: MS s 45.023; 80A.82 History: 40 SR 1617 Published Electronically: June 22, 2016

2876.3060 RESTRICTIONS ON USE OF THE TERM "MNVEST." Subpart 1. Website addresses. The word "MNvest" must not be used in an Internet URL address or domain name: A. owned by a portal operator or MNvest issuer; or B. that automatically redirects a prospective purchaser to a MNvest p…

2876.4020 AGENTS REPRESENTING ISSUERS AS FINDERS. Subpart 1. Definitions. An individual's "immediate family" means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, and sister-in-law of the indivi…

2876.4021 DIRECT COMMON CONTROL. Broker-dealers are affiliated by direct common control, for the purpose of Minnesota Statutes, section 80A.57 (e), when 80 percent or more of the equity of each broker-dealer is beneficially owned by the same person or group of persons. Statutory …

2876.4050 NOTICE FILING REQUIREMENTS FOR FEDERAL COVERED INVESTMENT ADVISERS. Subpart 1. Notice filing. The notice filing for a federal covered investment adviser pursuant to Minnesota Statutes, section 80A.60 (a), shall be filed electronically with IARD on an executed Form ADV (…

2876.4060 ELECTRONIC FILING WITH DESIGNATED ENTITY. Subpart 1. Designations. The administrator designates: A. the Web-based Central Registration Depository ("CRD") to receive and store filings and collect related fees from broker-dealers and agents representing broker-dealers on …

2876.4061 APPLICATION FOR INVESTMENT ADVISER REGISTRATION. Subpart 1. Initial application. The application for initial registration as an investment adviser pursuant to Minnesota Statutes, section 80A.58 (a), shall be made by completing Form ADV (Uniform Application for Investmen…

2876.4062 APPLICATION FOR REGISTRATION BY BROKER-DEALERS AND AGENTS REPRESENTING BROKER-DEALERS. Subpart 1. Initial application. The application for initial registration: A. As a broker-dealer pursuant to Minnesota Statutes, section 80A.56 (a), shall be made by completing Form BD…

2876.4100 AMENDMENTS REQUIRING AN ORDER OF THE ADMINISTRATOR. Amendments "requiring an order of the administrator," pursuant to Minnesota Statutes, section 80A.65, subdivision 3, shall mean any change in the language of a currently existing registration, unless a provision in Min…