reglab/statecodes huggingface dataset:
2023 Minnesota Statutes › Chapters 80 - 80A — Securities › Chapter 80A — Regulation Of Securities › Section 80A.84 — Section 607; Public Records; Confidentiality.

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, application, notice filing, or report, are public records and are available for public examination.
(b)
Nonpublic records.
The following records are not public records and are not available for public examination under subsection (a):
(1) a record obtained by the administrator in connection with an audit or inspection under section 80A.66(e) or an investigation under section 80A.79;
(2) a part of a record filed in connection with a registration statement under sections 80A.49 and 80A.51 through 80A.53 or a record under section 80A.66(d) that contains trade secrets or confidential information if the person filing the registration statement or report has asserted a claim of confidentiality or privilege that is authorized by law;
(3) a record that is not required to be provided to the administrator or filed under this chapter and is provided to the administrator only on the condition that the record will not be subject to public examination or disclosure;
(4) a nonpublic record received from a person specified in section 80A.85(a);
(5) any social security number, residential address unless used as a business address, and residential telephone number contained in a record that is filed;
(6) a record obtained by the administrator through a designee of the administrator that a rule or order under this chapter determines has been:
(A) expunged from the administrator's records by the designee; or
(B) determined to be nonpublic or nondisclosable by that designee if the administrator finds the determination to be in the public interest and for the protection of investors; and
(7) a record furnished to the administrator by a portal operator under section 80A.461, subdivision 7, paragraph (e).
(c)
Administrator discretion to disclose.
If disclosure is for the purpose of a civil, administrative, or criminal investigation, action, or proceeding or to a person specified in section 80A.85(a), the administrator may disclose a record obtained in connection with an audit or inspection under section 80A.66(e) or a record obtained in connection with an investigation under section 80A.79.
History:
2006 c 196 art 1 s 44,52; 1Sp2015 c 1 art 3 s 13; 2019 c 59 s 4
2023 Minnesota Statutes › Chapters 80 - 80A — Securities › Chapter 80A — Regulation Of Securities › Section 80A.85 — Section 608; Uniformity And Cooperation With Other Agencies.

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 state, Canada, a Canadian province or territory, a foreign jurisdiction, the Securities and Exchange Commission, the United States Department of Justice, the Commodity Futures Trading Commission, the Federal Trade Commission, the Securities Investor Protection Corporation, a self-regulatory organization, a national or international organization of securities regulators, a federal or state banking and insurance regulator, and a governmental law enforcement agency to effectuate greater uniformity in securities matters among the federal government, self-regulatory organizations, states, and foreign governments.
(b)
Policies to consider.
In cooperating, coordinating, consulting, and sharing records and information under this section and in acting by rule, order, or waiver under this chapter, the administrator shall, in its discretion, take into consideration in carrying out the public interest the following general policies:
(1) maximizing effectiveness of regulation for the protection of investors;
(2) maximizing uniformity in federal and state regulatory standards; and
(3) minimizing burdens on the business of capital formation, without adversely effecting essentials of investor protection.
(c)
Subjects for cooperation.
The cooperation, coordination, consultation, and sharing of records and information authorized by this section includes:
(1) establishing or employing one or more designees as a central depository for registration and notice filings under this chapter and for records required or allowed to be maintained under this chapter;
(2) developing and maintaining uniform forms;
(3) conducting a joint examination or investigation;
(4) holding a joint administrative hearing;
(5) instituting and prosecuting a joint civil or administrative proceeding;
(6) sharing and exchanging personnel;
(7) coordinating registrations under sections 80A.49 and 80A.56 through 80A.58 and exemptions under section 80A.47;
(8) sharing and exchanging records, subject to section 80A.84;
(9) formulating rules, statements of policy, guidelines, forms, and interpretative opinions and releases;
(10) formulating common systems and procedures;
(11) notifying the public of proposed rules, forms, statements of policy, and guidelines;
(12) attending conferences and other meetings among securities regulators, which may include representatives of governmental and private sector organizations involved in capital formation, deemed necessary or appropriate to promote or achieve uniformity; and
(13) developing and maintaining a uniform exemption from registration for small issuers, and taking other steps to reduce the burden of raising investment capital by small businesses.
History:
2006 c 196 art 1 s 45,52; 2008 c 256 s 19
2023 Minnesota Statutes › Chapters 80 - 80A — Securities › Chapter 80A — Regulation Of Securities › Section 80A.86 — Section 609; Judicial Review.

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 review in accordance with chapter 14.
History:
2006 c 196 art 1 s 46,52
2023 Minnesota Statutes › Chapters 80 - 80A — Securities › Chapter 80A — Regulation Of Securities › Section 80A.88 — Section 611; Service Of Process.

80A.88 SECTION 611; SERVICE OF PROCESS.
(a)
Signed consent to service of process.
A consent to service of process complying with this section required by this chapter must be signed and filed in the form required by a rule or order under this chapter. A consent appointing the administrator the person's agent for service of process in a noncriminal action or proceeding against the person, or the person's successor or personal representative under this chapter or a rule adopted or order issued under this chapter after the consent is filed, has the same force and validity as if the service were made personally on the person filing the consent. A person that has filed a consent complying with this subsection in connection with a previous application for registration or notice filing need not file an additional consent.
(b)
Conduct constituting appointment of agent for service.
If a person, including a nonresident of this state, engages in an act, practice, or course of business prohibited or made actionable by this chapter or a rule adopted or order issued under this chapter and the person has not filed a consent to service of process under subsection (a), the act, practice, or course of business constitutes the appointment of the administrator as the person's agent for service of process in a noncriminal action or proceeding against the person or the person's successor or personal representative.
(c)
Procedure for service of process.
Service under subsection (a) or (b) may be made by providing a copy of the process to the office of the administrator, but it is not effective unless:
(1) the plaintiff, which may be the administrator, promptly sends notice of the service and a copy of the process, return receipt requested, to the defendant or respondent at the address set forth in the consent to service of process or, if a consent to service of process has not been filed, at the last known address, or takes other reasonable steps to give notice; and
(2) the plaintiff files an affidavit of compliance with this subsection in the action or proceeding on or before the return day of the process, if any, or within the time that the court, or the administrator in a proceeding before the administrator, allows.
(d)
Service in administrative proceedings or civil actions by administrator.
Service pursuant to subsection (c) may be used in a proceeding before the administrator or by the administrator in a civil action in which the administrator is the moving party.
(e)
Opportunity to defend.
If process is served under subsection (c), the court, or the administrator in a proceeding before the administrator, shall order continuances as are necessary or appropriate to afford the defendant or respondent reasonable opportunity to defend.
History:
2006 c 196 art 1 s 48,52
2023 Minnesota Statutes › Chapters 80 - 80A — Securities › Chapter 80A — Regulation Of Securities › Section 80A.89 — Section 612; Severability Clause.

80A.89 SECTION 612; SEVERABILITY CLAUSE.
If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
History:
2006 c 196 art 1 s 49,52
2023 Minnesota Statutes › Chapters 80 - 80A — Securities › Chapter 80A — Regulation Of Securities › Section 80A.90 — Section 703; Application Of Act To Existing Proceeding And Existing Rights And Duties.

80A.90 SECTION 703; APPLICATION OF ACT TO EXISTING PROCEEDING AND EXISTING RIGHTS AND DUTIES.
(a)
Applicability of predecessor act to pending proceedings and existing rights.
The predecessor act exclusively governs all actions or proceedings that are pending on August 1, 2007, or may be instituted on the basis of conduct occurring before August 1, 2007, but a civil action may not be maintained to enforce any liability under the predecessor act unless instituted within any period of limitation that applied when the cause of action accrued or within five years after August 1, 2007, whichever is earlier.
(b)
Continued effectiveness under predecessor act.
All effective registrations under the predecessor act, all administrative orders relating to the registrations, rules, statements of policy, interpretative opinions, declaratory rulings, no action determinations, and conditions imposed on the registrations under the predecessor act remain in effect while they would have remained in effect if this chapter had not been enacted. They are considered to have been filed, issued, or composed under this chapter, but are exclusively governed by the predecessor act.
(c)
Applicability of predecessor act to offers or sales.
The predecessor act exclusively applies to an offer or sale made within one year after August 1, 2007, pursuant to an offering made in good faith before August 1, 2007, on the basis of an exemption available under the predecessor act.
History:
2006 c 196 art 1 s 50,52
2023 Minnesota Statutes › Chapters 80 - 80A — Securities › Chapter 80A — Regulation Of Securities › Section 80A.91 — Agent Errors And Omissions Insurance; Choice Of Source.

80A.91 AGENT ERRORS AND OMISSIONS INSURANCE; CHOICE OF SOURCE.
A broker-dealer shall not require an agent to maintain insurance coverage for the agent's errors and omissions from a specific insurance company. This section does not apply if the agent is an employee of that broker-dealer, or if the broker-dealer or affiliated insurance company contributes to the premiums for the errors and omissions coverage. Nothing in this section shall prohibit a broker-dealer from requiring an agent to maintain errors and omissions coverage or requiring that the errors and omissions coverage meet certain criteria.
History:
2009 c 178 art 1 s 49
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80B — Corporate Takeovers › Section 80B.04 — Filing Of Solicitation Materials.

80B.04 FILING OF SOLICITATION MATERIALS.
Copies of all advertisements, circulars, letters or other materials published by the offeror or the target company, soliciting or requesting the acceptance or rejection of the takeover offer, shall be filed with the commissioner and sent to the target company or offeror, respectively, not later than the time copies of such solicitation materials are first published or used or sent to offerees. The commissioner may prohibit the use of any solicitation materials deemed false or misleading.
History:
1973 c 331 s 4
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80B — Corporate Takeovers › Section 80B.06 — Limitations On Offerors.

80B.06 LIMITATIONS ON OFFERORS.
Subdivision 1.
Uniformity of terms.
No offeror may make a takeover offer which is not made to stockholders in this state on substantially the same terms as the offer is made to stockholders outside this state.
Subd. 2.
Right to withdraw equity securities.
An offeror shall provide that any equity securities of a target company deposited or tendered pursuant to a takeover offer may be withdrawn by or on behalf of any offeree at any time within seven days from the date the offer has become effective under sections 80B.01 to 80B.13 and after 60 days from the date the offer has become effective under sections 80B.01 to 80B.13, except as the commissioner may otherwise prescribe by rule or order for the protection of investors.
Subd. 3.
[Repealed, 1Sp1985 c 5 s 20]
Subd. 4.
[Repealed, 1Sp1985 c 5 s 20]
Subd. 5.
Affect of allegations of securities-related violations.
No offeror may make a takeover offer or acquire any equity securities in this state pursuant to the takeover offer, at any time when any proceeding by the commissioner is pending against the offeror alleging a violation of any provision of sections 80B.01 to 80B.13 or chapter 80A.
Subd. 6.
[Repealed, 1Sp1985 c 5 s 20]
Subd. 7.
[Repealed, 1991 c 58 s 16]
History:
1973 c 331 s 6; 1974 c 406 s 98; 1984 c 488 s 10; 1Sp1985 c 5 s 10
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80B — Corporate Takeovers › Section 80B.07 — Administration, Rules And Orders.

80B.07 ADMINISTRATION, RULES AND ORDERS.
Subdivision 1.
Commissioner's powers generally.
In administering the provisions of sections 80B.01 to 80B.13, the commissioner may exercise all powers granted under chapter 80A, which are not inconsistent with sections 80B.01 to 80B.13.
Subd. 2.
Rulemaking.
The commissioner may make and adopt such rules and forms as are necessary to carry out the purposes of sections 80B.01 to 80B.13, including, without limitation, rules defining terms used in sections 80B.01 to 80B.13.
Subd. 3.
Exemption authority.
The commissioner may by rule or order exempt from any provisions of sections 80B.01 to 80B.13 any proposed takeover offer or any category or type of takeover offer which the commissioner determines does not have the purpose or effect of changing or influencing the control of a target company or where the commissioner determines that compliance with sections 80B.01 to 80B.13 is not necessary for the protection of the offerees.
History:
1973 c 331 s 7; 1974 c 406 s 99; 1980 c 516 s 2; 1984 c 488 s 11; 1Sp1985 c 5 s 11; 1986 c 444
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80B — Corporate Takeovers › Section 80B.08 — Fees And Expenses.

80B.08 FEES AND EXPENSES.
The commissioner shall charge a filing fee of $250 for a registration statement filed by an offeror.
History:
1973 c 331 s 8; 1984 c 488 s 12
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80B — Corporate Takeovers › Section 80B.09 — Injunctions.

80B.09 INJUNCTIONS.
Whenever it appears to the commissioner that any person, including a controlling person of an offeror or target company, has engaged or is about to engage in any act or practice constituting a violation of sections 80B.01 to 80B.13 or any rule or order hereunder, the commissioner (1) may issue and cause to be served upon any person violating any of the provisions of sections 80B.01 to 80B.13 an order requiring the person guilty thereof to cease and desist therefrom; and (2) may bring an action in the district court of the appropriate county to enjoin the acts or practices and to enforce compliance with sections 80B.01 to 80B.13 or any rule or order hereunder, or may refer the matter to the attorney general or the county attorney of the appropriate county. Upon a proper showing, the court may grant a permanent or temporary injunction or restraining order and may order rescission of any sales or purchases of securities determined to be unlawful under sections 80B.01 to 80B.13 or any rule or order hereunder. The court may not require the commissioner to post a bond.
History:
1973 c 331 s 9; 1986 c 444
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80B — Corporate Takeovers › Section 80B.10 — Penalties.

80B.10 PENALTIES.
Subdivision 1.
Civil and criminal penalties.
Any person, including a controlling person of an offeror or target company, who willfully violates any provision of sections 80B.01 to 80B.13 or any rule thereunder, or any order of the commissioner of which this person has notice, may be fined not more than $25,000 or imprisoned not more than five years or both. Each of the acts specified shall constitute a separate offense and a prosecution or conviction for any one of such offenses shall not bar prosecution or conviction for any other offense. No indictment or information may be returned under sections 80B.01 to 80B.13 more than six years after the alleged violation.
Subd. 2.
Referral of evidence to criminal prosecutors.
The commissioner may refer such evidence as is available concerning violations of sections 80B.01 to 80B.13 or of any rule or order hereunder to the attorney general or the county attorney of the appropriate county who may, with or without any reference, institute the appropriate criminal proceedings under sections 80B.01 to 80B.13. A county attorney, on receiving a referral, shall within 90 days file with the commissioner a statement concerning any action taken or, if no action has been taken, the reasons therefor.
Subd. 3.
Impact of chapter on other crimes.
Nothing in sections 80B.01 to 80B.13 limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
Subd. 4.
Effect on shares.
All shares of a target company incorporated under the laws of this state acquired from a Minnesota resident in violation of any provision of this chapter or any rule hereunder, or any order of the commissioner of which the person has notice, shall be denied voting rights for one year after acquisition, the shares shall be nontransferable on the books of the target company for one year after acquisition and the target company shall, during this one-year period, have the option to call the shares for redemption at the price at which the shares were acquired. Such a redemption shall occur on the date set in the call notice but not later than 60 days after the call notice is given.
Subd. 5.
Rights of action.
Offerors, offerees, and target companies may sue at law or in equity to enforce the provisions of this chapter.
History:
1973 c 331 s 10; 1984 c 488 s 13; 1Sp1985 c 5 s 12-14; 1986 c 444
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80B — Corporate Takeovers › Section 80B.11 — Civil Liabilities.

80B.11 CIVIL LIABILITIES.
Subdivision 1.
Private remedy.
Any offeror who purchases a security in connection with a takeover offer in violation of sections 80B.01 to 80B.13 shall be liable to the person selling the security to the offeror who may sue either at law or in equity. In an action for rescission the seller shall be entitled to recover the security, plus any income received by the purchaser thereon, upon tender of the consideration received. Tender requires only notice of willingness to pay the amount specified in exchange for the security. Any notice may be given by service as in civil actions or by certified mail to the last known address of the person liable. Damages are the excess of either the value of the security on the date of purchase or its present value, whichever is greater, over the present value of the consideration received for the security.
Subd. 2.
Joint and several liability.
Every person who directly or indirectly controls a person liable under subdivision 1, every partner, principal executive officer or director of such person, every person occupying a similar status or performing similar functions, every employee of such person who materially aids in the act or transaction constituting the violation, and every broker-dealer or agent who materially aids in the act or transaction constituting the violation, is also liable jointly or severally with and to the same extent as such person. Persons who would otherwise be so liable but who prove that they did not know, and in the exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist are not liable. There is contribution as in cases of contract among the several persons so liable.
Subd. 3.
Limitation on actions.
No action may be maintained under this section unless commenced before the expiration of three years after the act or transaction constituting the violation or the expiration of one year after the discovery of the facts constituting the violation, whichever first expires.
Subd. 4.
Rights and remedies cumulative.
The rights and remedies under sections 80B.01 to 80B.13 are in addition to any other rights or remedies that may exist at law or in equity.
History:
1973 c 331 s 11; 1986 c 444
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80B — Corporate Takeovers › Section 80B.12 — Application Of Corporate Takeover Law.

80B.12 APPLICATION OF CORPORATE TAKEOVER LAW.
Subdivision 1.
[Repealed, 1984 c 488 s 19]
Subd. 2.
Nonapplication to certain utilities and financial institutions.
If the target company is a public utility, public utility holding company, national banking association, bank holding company or savings association subject to regulation by a federal agency and the takeover of such company is subject to approval by that agency sections 80B.01 to 80B.13 shall not apply.
Subd. 3.
[Repealed, 1984 c 488 s 19]
History:
1973 c 331 s 12; 1980 c 614 s 123; 1995 c 202 art 1 s 25
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80B — Corporate Takeovers › Section 80B.13 — Application Of Securities Law.

80B.13 APPLICATION OF SECURITIES LAW.
All of the provisions of chapter 80A, which are not in conflict with sections 80B.01 to 80B.13 shall apply to any takeover offer involving a target company in this state.
History:
1973 c 331 s 13; 1974 c 406 s 100
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.02 — Registration Requirement.

80C.02 REGISTRATION REQUIREMENT.
No person may offer or sell any franchise in this state unless there is an effective registration statement on file in accordance with the provisions of sections 80C.01 to 80C.22 or unless the franchise or transaction is exempted under section 80C.03.
History:
1973 c 612 s 2
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.05 — Registration Provisions.

80C.05 REGISTRATION PROVISIONS.
Subdivision 1.
Signing and verification required.
Every application for registration, including amendments thereto, and annual report shall be signed and verified by the applicant and by the franchisor and subfranchisor on whose behalf the offering is to be made.
Subd. 2.
Commissioner's powers.
The commissioner shall have power to place such conditions, limitations, and restrictions on any registration as may be necessary to carry out the purposes of sections 80C.01 to 80C.22. Upon compliance with the provisions of sections 80C.01 to 80C.22 and other requirements of the commissioner, and if the commissioner finds no ground for denial of the registration, the commissioner shall register the franchise. Registration shall show the franchise registered and for whom registered, and shall specify the conditions, limitations, and restrictions upon such registration, if any, or shall make proper reference to a formal order of the commissioner on file showing such conditions, limitations, and restrictions. The registration shall become effective upon issuance by the commissioner of an order for registration.
Subd. 3.
Escrow or impoundment of fees and other funds by commissioner.
If the commissioner finds that the applicant has failed to demonstrate that adequate financial arrangements have been made to fulfill obligations to provide real estate, improvements, equipment, inventory, training or other items included in the offering, the commissioner may by rule or order require the escrow or impoundment of franchise fees and other funds paid by the franchisee or subfranchisor until no later than the time of opening of the franchise business.
Subd. 4.
Withdrawal due to inactivity.
If no activity occurs with respect to an application for registration for a period of 120 days, the commissioner may by order declare the application withdrawn.
History:
1973 c 612 s 5; 1996 c 439 art 2 s 17; 2000 c 483 s 42; 2022 c 93 art 2 s 35
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.07 — Amendment Of Registration.

80C.07 AMENDMENT OF REGISTRATION.
A person with a registration in effect shall, within 30 days after the occurrence of any material change in the information on file with the commissioner, notify the commissioner in writing of the change by an application to amend the registration accompanied by a fee of $100. The commissioner may by rule define what shall be considered a material change for such purposes, and may determine the circumstances under which a revised public offering statement must accompany the application. If the amendment is approved by the commissioner, it shall become effective upon the issuance by the commissioner of an order amending the registration.
The commissioner may withdraw an amendment application that has not become effective. If no activity occurs with respect to the application for a period of 120 days, the commissioner may by order declare the application withdrawn.
History:
1973 c 612 s 7; 1991 c 233 s 46; 2000 c 483 s 43
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.08 — Annual Report.

80C.08 ANNUAL REPORT.
Subdivision 1.
Filing; fee.
A registration is effective for 12 months from the date the commissioner's order is issued. A registrant must file a report, in the form prescribed by rule of the commissioner, before the end of the registration effective period. A fee of $200 shall accompany the annual report.
Subd. 2.
Noncompliance.
Failure to file the annual report and pay the fee shall constitute cause for cancellation of the registration. In the event of such cancellation, registration may be reinstated at a subsequent date following filing of the report and payment of the fee.
History:
1973 c 612 s 8; 1977 c 9 s 2; 1991 c 233 s 47; 2022 c 91 s 1
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.09 — Advertising.

80C.09 ADVERTISING.
Subdivision 1.
Filed copy required.
No person shall publish or cause to be published in this state any advertisement offering a franchise subject to the registration requirements of sections 80C.01 to 80C.22 unless a true copy of the advertisement has been filed in the office of the commissioner at least five business days prior to the first publication thereof, or at such later time as the commissioner by rule or order may allow, unless such advertisement has been exempted by rule of the commissioner.
Subd. 2.
False, misleading, or deficient ads; commissioner notification.
No person shall publish or cause to be published in this state any advertisement concerning any franchise after the commissioner has found that the advertisement contains any statement that is false or misleading or omits to make any statement necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and has so notified the person by written order. The order may be issued without prior notice or hearing. At any time after the issuance of the order, the person desiring to use the advertisement may in writing request a hearing on the order. Upon the receipt of such a written request, the matter shall be set for hearing to commence within 15 days after such receipt unless the person making the request consents to a later date. After the hearing, which shall be conducted in accordance with the provisions of chapter 14, the commissioner shall, by written order, either affirm, modify, or vacate the order.
History:
1973 c 612 s 9; 1977 c 9 s 3; 1982 c 424 s 130
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.10 — Books, Records And Accounts.

80C.10 BOOKS, RECORDS AND ACCOUNTS.
Every franchisor or subfranchisor offering franchises for sale in this state shall at all times keep and maintain a complete set of books, records and accounts of such sales, which shall at all times be open to inspection by the commissioner.
History:
1973 c 612 s 10
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.11 — Opinions, Appraisals, And Reports.

80C.11 OPINIONS, APPRAISALS, AND REPORTS.
The commissioner may accept and act upon the opinions, appraisals and reports of any independent engineers, appraisers, or other independent experts which may be presented by an applicant or any interested party, on any question of fact concerning or affecting the franchises proposed to be offered and sold. The commissioner may also have any or all matters concerning or affecting such franchises investigated, appraised, passed upon and certified by engineers, appraisers or other experts selected by the commissioner.
History:
1973 c 612 s 11; 1986 c 444
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.13 — Prohibited Practices.

80C.13 PROHIBITED PRACTICES.
Subdivision 1.
Documents; untrue material facts and omitted material changes.
No person may make or cause to be made any untrue statement of a material fact in any application, notice, report, or other document filed with the commissioner under sections 80C.01 to 80C.22, or omit to state in any such application, notice, report or other document any material fact which is required to be stated therein, or fail to notify the commissioner of any material change as required by section 80C.07.
Subd. 2.
Communications; untrue or omitted material facts.
No person may offer or sell a franchise in this state by means of any written or oral communication which includes an untrue statement of a material fact or which omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.
Subd. 3.
Misrepresentations related to registration and filing.
No person may represent or cause to be represented to any prospective purchaser of a franchise that the filing of any document under sections 80C.01 to 80C.22 or the registration or exemption from registration of a franchise constitutes a finding by the commissioner that any document filed under sections 80C.01 to 80C.22 is true, complete, and not misleading, or that the commissioner has passed in any way upon the merits of any franchise, and no person may represent that a franchise is registered or exempted from registration when in fact, such is not the case.
History:
1973 c 612 s 13
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.144 — Exempt Motor Fuel Franchises; Alternative Compliance.

80C.144 EXEMPT MOTOR FUEL FRANCHISES; ALTERNATIVE COMPLIANCE.
A motor fuel franchise exempt from regulation under this chapter pursuant to section 80C.01, subdivision 4, paragraph (f), is subject to regulation under chapter 80F.
History:
2006 c 252 s 2; 2006 c 281 art 4 s 3
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.147 — Change In Ownership.

80C.147 CHANGE IN OWNERSHIP.
A motor vehicle fuel franchisor, or an affiliate of such franchisor, who (1) determines to sell or transfer its interests in marketing premises occupied by a franchisee, and (2) in connection with such sale or transfer assigns its interest as a franchisor in a franchise agreement applicable to such premises, shall offer to the franchisee occupying the premises those rights contained in United States Code, title 15, section 2802(b)(3)(D)(iii)(I) or (II).
History:
2000 c 456 s 5; 2001 c 7 s 19; 2001 c 48 s 1; 2002 c 249 s 1
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.16 — Enforcement; Penalties And Remedies.

80C.16 ENFORCEMENT; PENALTIES AND REMEDIES.
Subdivision 1.
[Repealed, 1987 c 336 s 47]
Subd. 2.
Civil penalties and remedies.
Any person who violates section 80C.02, 80C.06, 80C.09, 80C.13 or 80C.14 shall be subject to a fine of not more than $2,000 for each violation. Any person who fails to comply with a final judgment or order rendered by a court of competent jurisdiction, issued for a violation of sections 80C.01 to 80C.22, shall be subject to a fine of not more than $25,000. The fines authorized by this subdivision shall be imposed in a civil action brought by the attorney general on behalf of the state of Minnesota, and shall be deposited into the state treasury.
Subd. 3.
Criminal penalties.
(a) Any person who willfully violates any provision of sections 80C.01 to 80C.22 shall be fined not more than $10,000 or imprisoned not more than five years, or both.
(b) Any person who employs, directly or indirectly, any device, scheme or artifice to defraud in connection with the offer or sale of any franchise or engages, directly or indirectly, in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person in connection with the offer, purchase or sale of any franchise shall be fined not more than $10,000 or imprisoned not more than five years, or both.
(c) Nothing in this subdivision limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
History:
1973 c 612 s 16; 1984 c 628 art 3 s 11; 1986 c 444
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.17 — Civil Liability.

80C.17 CIVIL LIABILITY.
Subdivision 1.
Damages, rescission, and other relief.
A person who violates any provision of this chapter or any rule or order thereunder shall be liable to the franchisee or subfranchisor who may sue for damages caused thereby, for rescission, or other relief as the court may deem appropriate.
Subd. 2.
Joint and several liability.
Every person who directly or indirectly controls a person liable under subdivision 1, every partner in a firm so liable, every principal executive officer or director of a corporation so liable, every person occupying a similar status or performing similar functions and every employee of a person so liable who materially aids in the act or transaction constituting the violation is also liable jointly and severally with and to the same extent as such person, unless the person who would otherwise be liable hereunder had no knowledge of or reasonable grounds to know of the existence of the facts by reason of which the liability is alleged to exist.
Subd. 3.
Recovery.
Any suit authorized under this section may be brought to recover the actual damages sustained by the plaintiff together with costs and disbursements plus reasonable attorney's fees.
Subd. 4.
Scope.
Except as explicitly provided in this section, no civil liability in favor of any private party shall arise against any person by implication from or as a result of the violation of any provision of sections 80C.01 to 80C.22 or any rule or order thereunder. Nothing herein shall limit any liability which may exist by virtue of any other statute or under common law if sections 80C.01 to 80C.22 were not in effect.
Subd. 5.
Limitation on actions.
No action may be commenced pursuant to this section more than three years after the cause of action accrues.
History:
1973 c 612 s 17; 1981 c 165 s 6; 1987 c 336 s 19; 1993 c 372 s 1,2
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.18 — Administrative Pronouncements.

80C.18 ADMINISTRATIVE PRONOUNCEMENTS.
Subdivision 1.
Rulemaking.
The commissioner may promulgate rules to carry out the provisions of sections 80C.01 to 80C.22, including rules and forms governing public offering statements, applications, financial statements and annual reports, and defining any terms, whether or not used in sections 80C.01 to 80C.22, insofar as the definitions are not inconsistent with sections 80C.01 to 80C.22. The commissioner may define by rule false, fraudulent or deceptive practices in the offer and sale of franchises. For the purpose of rules and forms the commissioner may classify franchises, persons and matters within the commissioner's jurisdiction, and prescribe different requirements for different classes. Rules shall be promulgated in accordance with chapter 14.
Subd. 2.
Interpretive opinions.
The commissioner may, upon request and upon payment of a fee of $50, honor requests for interpretive opinions relating to sections 80C.01 to 80C.22.
History:
1973 c 612 s 18; 1981 c 165 s 7; 1985 c 248 s 70; 1986 c 444; 1993 c 13 art 1 s 21
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.19 — Scope Of Sections 80c.01 To 80c.22.

80C.19 SCOPE OF SECTIONS 80C.01 TO 80C.22.
Subdivision 1.
Applicable sales and offers to sell or purchase.
The provisions of sections 80C.01 to 80C.22 concerning sales and offers to sell shall apply when a sale or offer to sell is made in this state; when an offer to purchase is made and accepted in this state; or when the franchise is to be located in this state.
Subd. 2.
Offer to sell or purchase made in state.
For the purpose of sections 80C.01 to 80C.22, an offer to sell or to purchase is made in this state, whether or not either party is then present in this state, when the offer originates from this state or is directed by the offeror to this state and received by the offeree in this state.
Subd. 3.
Offer to purchase or sell accepted in state.
For the purpose of this section, an offer to purchase or to sell is accepted in this state when acceptance is communicated to the offeror in this state, and has not previously been communicated to the offeror, orally or in writing, outside this state; and acceptance is communicated to the offeror in this state, whether or not either party is then present in this state, when the offeree directs it to the offeror in this state reasonably believing the offeror to be in this state and it is received by the offeror in this state.
Subd. 4.
Offer to sell or purchase not made in state.
An offer to sell or to purchase is not made in this state when the publisher circulates or there is circulated in the publisher's behalf in this state any bona fide newspaper or other publication of general, regular and paid circulation which is not published in this state, or when a radio or television program originating outside this state is received in this state.
History:
1973 c 612 s 19; 1981 c 165 s 8; 1986 c 444
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.20 — Service Of Process.

80C.20 SERVICE OF PROCESS.
Every applicant for registration under sections 80C.01 to 80C.22 and every franchisor on whose behalf an application for registration is filed, except applicants and franchisors which are Minnesota corporations, shall file with the commissioner, in such form as the commissioner may prescribe, an irrevocable consent appointing the commissioner and successors in office to be the applicant's or franchisor's attorney to receive service of any lawful process in any civil action against the applicant or franchisor or a successor, executor or administrator, which arises under sections 80C.01 to 80C.22 or any rule or order thereunder after the consent has been filed, with the same force and validity as if served personally on the applicant or franchisor or a successor, executor or administrator. Service under this section shall be made in compliance with section 45.028, subdivision 2.
When any person, including any nonresident of this state and any foreign corporation, engages in conduct prohibited or made actionable by sections 80C.01 to 80C.22, whether or not the person has filed a consent to service of process, and personal jurisdiction over the person cannot otherwise be obtained in this state, that conduct shall be considered equivalent to appointment of the commissioner and successors in office to be the person's agent to receive service of any lawful process in any suit against the person or a successor, executor or administrator which grows out of that conduct and which is brought under sections 80C.01 to 80C.22, with the same force and validity as if served personally. Service under this section shall be made in compliance with section 45.028, subdivision 2.
History:
1973 c 612 s 20; 1986 c 444; 1992 c 564 art 2 s 12
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.21 — Waivers Void.

80C.21 WAIVERS VOID.
Any condition, stipulation or provision, including any choice of law provision, purporting to bind any person who, at the time of acquiring a franchise is a resident of this state, or, in the case of a partnership or corporation, organized or incorporated under the laws of this state, or purporting to bind a person acquiring any franchise to be operated in this state to waive compliance or which has the effect of waiving compliance with any provision of sections 80C.01 to 80C.22 or any rule or order thereunder is void.
History:
1973 c 612 s 21; 1989 c 198 s 2
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80C — Franchises › Section 80C.22 — Commissioner's Duties.

80C.22 COMMISSIONER'S DUTIES.
Subdivision 1.
General administration.
Sections 80C.01 to 80C.22 shall be administered by the commissioner of commerce.
Subd. 2.
Confidences and privileges.
It is unlawful for the commissioner or any of the commissioner's officers or employees to use for personal benefit any information which is filed with or obtained by the commissioner and which is not generally available to the public. Nothing in sections 80C.01 to 80C.22 authorizes the commissioner or any of the commissioner's officers or employees to disclose any confidential information except among themselves or to other administrators or regulatory authorities, or when necessary or appropriate in a proceeding or investigation under sections 80C.01 to 80C.22. No provision of sections 80C.01 to 80C.22 either creates any privilege or derogates from any privilege which exists at common law or otherwise, when documentary or other evidence is sought under a subpoena directed to the commissioner or any of the commissioner's officers or employees.
Subd. 3.
Public inspection and dissemination of filed documents.
All applications, notices, reports and other documents filed with the commissioner under sections 80C.01 to 80C.22 shall be open to public inspection in accordance with rules prescribed by the commissioner. The commissioner may publish information filed with, or obtained by, the commissioner, if, in the judgment of the commissioner, such action is in the public interest.
Subd. 4.
When document filed.
A document is filed when it is received by the commissioner.
Subd. 5.
Register of filings.
The commissioner shall keep a register of all filings which are or have ever been effective under sections 80C.01 to 80C.22 and all denial, suspension, revocation and other orders which have been entered under sections 80C.01 to 80C.22. The register shall be open for public inspection.
Subd. 6.
Copies of filings.
The commissioner upon request shall furnish to any person at a reasonable charge photostatic or other copies, certified under seal of office if certification is requested, of any entry in the register or any order or other document on file in the commissioner's office. Any copy so certified is admissible in evidence under section 600.13.
Subd. 7.
Service of orders and subpoenas.
Orders of the commissioner shall be served by mailing a copy thereof by mail to the most recent address of the recipient of the order as it appears in the files of the commissioner. Subpoenas shall be served in the same manner as provided in civil actions in the district courts.
History:
1973 c 612 s 22; 1980 c 516 s 2; 1983 c 289 s 114 subd 1; 1984 c 655 art 1 s 92; 1986 c 444; 1993 c 372 s 3
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80D — Continuing Care Facilities › Section 80D.01 — Short Title.

80D.01 SHORT TITLE.
Sections 80D.01 to 80D.16 may be cited as the "Continuing Care Facility Disclosure and Rehabilitation Act."
History:
1980 c 516 s 3; 1981 c 135 s 1
2023 Minnesota Statutes › Chapters 80B - 81A — Commercial Regulations › Chapter 80D — Continuing Care Facilities › Section 80D.02 — Definitions.

80D.02 DEFINITIONS.
Subdivision 1.
Scope.
As used in sections 80D.01 to 80D.16, the terms defined in this section have the meanings given them.
Subd. 2.
Continuing care.
"Continuing care" means the furnishing to an individual, other than an individual related by blood or marriage to the person furnishing the care, of board, lodging, and nursing service, medical service or other health-related service, regardless of whether or not the lodging and service are provided at the same location, pursuant to a written agreement effective for the life of the individual or for a period in excess of one year, which is conditioned upon the payment of an entrance fee in excess of $100 and the payment of regular periodic charges for the care provided.
Subd. 2a.
Life care.
"Life care" means "continuing care" as defined in subdivision 2.
Subd. 3.
[Repealed, 1981 c 135 s 14]
Subd. 4.
Entrance fee.
"Entrance fee" means the total of any initial or deferred transfer to or for the benefit of a provider of a sum of money or other property made or promised to be made as full or partial consideration for acceptance or maintenance of a specified individual as a resident in a facility.
Subd. 5.
Facility.
"Facility" means the place in which a person undertakes to provide continuing care to an individual.
Subd. 6.
Living unit.
"Living unit" means a room, apartment, cottage or other area within a facility set aside for the exclusive use or control of one or more identified individuals.
Subd. 7.
Provider.
"Provider" means a person undertaking to provide continuing care in a facility.
Subd. 8.
Resident.
"Resident" means an individual entitled to receive continuing care in a facility.
Subd. 9.
Minimum deposit.
"Minimum deposit" means a deposit equal to or greater than five percent of the entrance fee.
Subd. 10.
Person.
"Person" means any individual, corporation, business trust, trust, partnership, unincorporated association, two or more of any of the foregoing having a joint or common interest or any legal or commercial entity.
Subd. 11.
Affiliate of another person.
"Affiliate of another person" means any person directly or indirectly controlling, controlled by or under common control with such other person.
Subd. 12.
Offer.
"Offer" includes every inducement, solicitation or attempt to encourage a person to enter into a subscription or residency agreement.
History:
1980 c 516 s 2,4; 1981 c 135 s 2,3