Title Minnesota Statutes, Minnesota Statutes

80A.42 SECTION 103; REFERENCES TO FEDERAL STATUTES. "Securities Act of 1933" (15 U.S.C. Section 77a et seq.), "Securities Exchange Act of 1934" (15 U.S.C. Section 78a et seq.), "Public Utility Holding Company Act of 1935" (15 U.S.C. Section 79 et seq.), "Investment Company Act of…

80A.43 SECTION 104; REFERENCES TO FEDERAL AGENCIES. A reference in this chapter to an agency or department of the United States is also a reference to a successor agency or department. History: 2006 c 196 art 1 s 4,52

80A.44 SECTION 105; ELECTRONIC RECORDS AND SIGNATURES. This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, but does not modify, limit, or supersede Section 101(c) of that act (15 U.S.C. Section 7001(c)) or authorize…

80A.45 SECTION 201; EXEMPT SECURITIES. The following securities are exempt from the requirements of sections 80A.49 through 80A.54 and 80A.71: (1) a security, including a revenue obligation or a separate security as defined in Rule 131 (17 C.F.R. 230.131) adopted under the Securi…

80A.46 SECTION 202; EXEMPT TRANSACTIONS. The following transactions are exempt from the requirements of sections 80A.49 through 80A.54, except 80A.50, paragraph (a), clause (3), and 80A.71: (1) isolated nonissuer transactions, consisting of sale to not more than ten purchasers in…

80A.461 MNVEST REGISTRATION EXEMPTION. § Subdivision 1.Definitions. (a) For purposes of this section, the terms defined in paragraphs (b) through (f) have the meanings given them. (b) "MNvest issuer" means an entity, other than a general partnership, that satisfies the requiremen…

80A.47 SECTION 203; ADDITIONAL EXEMPTIONS AND WAIVERS. A rule adopted or order issued under this chapter may exempt a security, transaction, or offer; a rule under this chapter may exempt a class of securities, transactions, or offers from any or all of the requirements of sectio…

80A.48 SECTION 204; DENIAL, SUSPENSION, REVOCATION, CONDITION, OR LIMITATION OF EXEMPTIONS. (a) Enforcement related powers. Except with respect to a federal covered security or a transaction involving a federal covered security, an order under this chapter may deny, suspend appli…

80A.49 SECTION 301; SECURITIES REGISTRATION REQUIREMENT. It is unlawful for a person to offer or sell a security in this state unless: (1) the security is a federal covered security; (2) the security, transaction, or offer is exempted from registration under sections 80A.45 throu…

80A.50 SECTION 302; FEDERAL COVERED SECURITIES; SMALL CORPORATE OFFERING REGISTRATION. (a) Federal covered securities. (1) Required filing of records. With respect to a federal covered security, as defined in Section 18(b)(2) of the Securities Act of 1933 (15 U.S.C. Section 77r(b…

80A.51 SECTION 303; SECURITIES REGISTRATION BY COORDINATION. (a) Registration permitted. A security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination under this section. (b) Re…

80A.52 SECTION 304; SECURITIES REGISTRATION BY QUALIFICATION. (a) Registration permitted. A security may be registered by qualification under this section. (b) Required records. A registration statement under this section must contain the information or records specified in secti…

80A.53 SECTION 305; SECURITIES REGISTRATION FILINGS. (a) Who may file. A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this chapter. (b) Status of offering. A registration statement file…

80A.54 SECTION 306; DENIAL, SUSPENSION, AND REVOCATION OF SECURITIES REGISTRATION. (a) Stop orders. The administrator may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the administrator finds that the orde…

80A.55 SECTION 307; WAIVER AND MODIFICATION. The administrator may waive or modify, in whole or in part, any or all of the requirements of sections 80A.50, 80A.51, and 80A.52(b) or the requirement of any information or record in a registration statement or in a periodic report fi…

80A.56 SECTION 401; BROKER-DEALER REGISTRATION REQUIREMENT AND EXEMPTIONS. (a) Registration requirement. It is unlawful for a person to transact business in this state as a broker-dealer unless the person is registered under this chapter as a broker-dealer or is exempt from regis…

80A.57 SECTION 402; AGENT REGISTRATION REQUIREMENT AND EXEMPTIONS. (a) Registration requirement. It is unlawful for an individual to transact business in the state as an agent unless the individual is registered under this chapter as an agent or is exempt from registration as an …

80A.58 SECTION 403; INVESTMENT ADVISER REGISTRATION REQUIREMENT AND EXEMPTIONS. (a) Registration requirement. It is unlawful for a person to transact business in this state as an investment adviser or investment adviser representative unless the person is registered under this ch…

80A.60 SECTION 405; FEDERAL COVERED INVESTMENT ADVISER NOTICE FILING REQUIREMENT. (a) Notice filing requirement. Except with respect to a federal covered investment adviser described in subsection (b), it is unlawful for a federal covered investment adviser to transact business i…

80A.61 SECTION 406; REGISTRATION BY BROKER-DEALER, AGENT, FUNDING PORTAL, INVESTMENT ADVISER, AND INVESTMENT ADVISER REPRESENTATIVE. (a) Application for initial registration by broker-dealer, agent, investment adviser, or investment adviser representative. A person shall register…

80A.62 SECTION 407; SUCCESSION AND CHANGE IN REGISTRATION OF BROKER-DEALER OR INVESTMENT ADVISER. (a) Succession. A broker-dealer or investment adviser may succeed to the current registration of another broker-dealer or investment adviser or a notice filing of a federal covered i…

80A.63 SECTION 408; TERMINATION OF EMPLOYMENT OR ASSOCIATION OF AGENT AND TRANSFER OF EMPLOYMENT OR ASSOCIATION. (a) Notice of termination. If an agent registered under this chapter terminates employment by or association with a broker-dealer or issuer, or terminates activities t…

80A.64 SECTION 409; WITHDRAWAL OF REGISTRATION OF BROKER-DEALER, AGENT, AND INVESTMENT ADVISER. Withdrawal of registration by a broker-dealer, agent, or investment adviser becomes effective 60 days after the filing of the application to withdraw or within any shorter period as pr…

80A.65 SECTION 410; FEES AND EXPENSES. § Subdivision 1.Registration or notice filing fee. (a) There shall be a filing fee of $100 for every application for registration or notice filing. There shall be an additional fee of one-tenth of one percent of the maximum aggregate offerin…

80A.66 SECTION 411; POSTREGISTRATION REQUIREMENTS. (a) Financial requirements. Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-22), a rule adopted or order issu…

80A.67 SECTION 412; DENIAL, REVOCATION, SUSPENSION, WITHDRAWAL, RESTRICTION, CONDITION, OR LIMITATION OF REGISTRATION. (a) Disciplinary conditions-applicants. If the administrator finds that the order is in the public interest and subsection (d) authorizes the action, an order is…

80A.68 SECTION 501; GENERAL FRAUD. It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly: (1) to employ a device, scheme, or artifice to defraud; (2) to make an untrue statement of a material fact or to omit to state a …

80A.69 SECTION 502; PROHIBITED CONDUCT IN PROVIDING INVESTMENT ADVICE. (a) Fraud in providing investment advice. It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or t…

80A.70 SECTION 503; EVIDENTIARY BURDEN. (a) Civil. In a civil action or administrative proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim. (b) Criminal. In a criminal proceeding…

80A.71 SECTION 504; FILING OF SALES AND ADVERTISING LITERATURE. (a) Filing requirement. Except as otherwise provided in subsection (b), a rule adopted or order issued under this chapter may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales …

80A.72 SECTION 505; MISLEADING FILINGS. It is unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this chapter other than a contested case hearing, a statement that, at the time and in the light of the circumstance…

80A.73 SECTION 506; MISREPRESENTATIONS CONCERNING REGISTRATION OR EXEMPTION. The filing of an application for registration, a registration statement, a notice filing under this chapter, the registration of a person, the notice filing by a person, or the registration of a security…

80A.74 SECTION 507; QUALIFIED IMMUNITY. A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment advise…

80A.75 SECTION 508; CRIMINAL PENALTIES. (a) Criminal penalties. A person that willfully violates this chapter, or a rule adopted or order issued under this chapter, except section 80A.71 or the notice filing requirements of section 80A.50 or 80A.60, or that willfully violates sec…

80A.76 SECTION 509; CIVIL LIABILITY. (a) Securities Litigation Uniform Standards Act. Enforcement of civil liability under this section is subject to the Securities Litigation Uniform Standards Act of 1998. (b) Liability of seller to purchaser. A person is liable to the purchaser…

80A.77 SECTION 510; RESCISSION OFFERS. A purchaser, seller, or recipient of investment advice may not maintain an action under section 80A.76 if: (1) the purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted: (A) an offer stati…

80A.78 SECTION 601; ADMINISTRATION. (a) Administration. The administrator shall administer this chapter. (b) Unlawful use of records or information. It is unlawful for the administrator or an officer, employee, or designee of the administrator to use for personal benefit or the b…

80A.79 SECTION 602; INVESTIGATIONS AND SUBPOENAS. (a) Authority to investigate. The administrator may: (1) conduct public or private investigations within or outside of this state which the administrator considers necessary or appropriate to determine whether a person has violate…

80A.80 SECTION 603; CIVIL ENFORCEMENT. (a) Civil action instituted by administrator. If the administrator believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a rule adopted o…

80A.81 SECTION 604; ADMINISTRATIVE ENFORCEMENT. (a) Issuance of an order or notice. If the administrator determines that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a rule adopted …

80A.82 SECTION 605; RULES, FORMS, ORDERS, INTERPRETATIVE OPINIONS, AND HEARINGS. (a) Issuance and adoption of forms, orders, and rules. The administrator may: (1) issue forms and orders and, in accordance with chapter 14, may adopt and amend rules necessary or appropriate to carr…

80A.83 SECTION 606; ADMINISTRATIVE FILES AND OPINIONS. (a) Public register of filings. The administrator shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registr…

80A.84 SECTION 607; PUBLIC RECORDS; CONFIDENTIALITY. (a) Presumption of public records. Except as otherwise provided in subsection (b), records obtained by the administrator or filed under this chapter, including a record contained in or filed with a registration statement, appli…

80A.85 SECTION 608; UNIFORMITY AND COOPERATION WITH OTHER AGENCIES. (a) Objective of uniformity. The administrator shall, in its discretion, cooperate, coordinate, consult, and, subject to section 80A.84, share records and information with the securities regulator of another stat…

80A.86 SECTION 609; JUDICIAL REVIEW. (a) Judicial review of orders. A final order issued by the administrator under this chapter is subject to judicial review in accordance with chapter 14. (b) Judicial review of rules. A rule adopted under this chapter is subject to judicial rev…

80A.87 SECTION 610; JURISDICTION. (a) Sales and offers to sell. Sections 80A.49, 80A.50, 80A.56(a), 80A.57(a), 80A.58(a), 80A.68, 80A.73, 80A.76, and 80A.77 do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is made in this state…