Minnesota adopted the Model Uniform Securities Act of 2002 on August 1, 2007. Hawaii and Indiana will be the next two states to adopt the new Act on July 1, 2008.
Regarding Minnesota, the State’s Department of Commerce reestablished, by order, the accredited investor, limited offering, existing security holder, merger, and employee benefit exemptions, as well as federally registered investment company offerings and Rule 506 offerings under Sections 18(b)(2) and 18(b)(4)(D) of the Securities Act of 1933 of NSMIA, to conform to the new Uniform Securities Act.
Investment company offerings under Section 18(b)(2). A notice must be filed by the issuer on Form NF, Investment Company Notice Form, together with a consent to service of process (but only with the initial filing). A $100 fee is required with the initial filing. An additional fee of 1/20 of 1% of the maximum aggregate offering price at which the securities will be offered in Minnesota during the notice period is required for redeemable securities issued by an open-end investment company or unit investment trust.
Rule 506 offerings under Section 18(b)(4)(D) . A notice must be filed by the issuer consisting of a copy of Form D, Notice of Sale of Securities Pursuant to Regulation D, (including the appendix), a consent to service of process signed by the issuer, and a $100 fee plus an additional fee of 1/10 of 1% of the maximum aggregate offering price at which the securities will be offered in Minnesota with a maximum combined fee of $300. The notice must be filed no later than 15 days after the first sale of the securities in Minnesota.
Limited offering exemption. Issuers claiming the limited offering exemption must file Form SI, Statement of Issuer Form, at least 10 days before any sale is made (or file Form SI in a shorter period determined by the Commissioner). NOTES: (1) An issuer selling to 10 or fewer purchasers in Minnesota during a consecutive 12-month period need not file a notice; and (2) A fee is not required.
Existing securityholder, merger and employee benefit plan exemptions. Issuers claiming either the existing securityholder, merger or employee benefit plan exemption must file a notice consisting of a description of the transaction and a consent to service of process at least 10 days before any sale is made (or file the notice in a shorter period determined by the Commissioner). NOTE: A fee is not required.
Accredited investor exemptions. A registration exemption for broker-dealers without a place of business in Minnesota whose transactions are limited to certain classes of persons applies to broker-dealers whose only transactions are with accredited investors. A registration exemption for investment advisers whose only clients in Minnesota are certain designated classes of persons applies to investment advisers whose only clients are accredited investors. A notice filing exemption for federal covered investment advisers without a place of business in Minnesota whose transactions are limited to certain classes of persons applies to federal covered investment advisers whose only clients are accredited investors.