HF 4188

2nd Engrossment - 94th Legislature (2025 - 2026)

Posted on 05/06/2026 07:29 p.m.

A bill for an act
relating to commerce; modifying various consumer protections for insurance and
financial products; prohibiting virtual-currency kiosks; modifying various
provisions governing securities broker-dealers and broker-dealers' agents; making
technical changes to various provisions governed or administered by the Department
of Commerce; modifying and adding provisions governing unclaimed property;
providing penalties; amending Minnesota Statutes 2024, sections 46.044,
subdivision 1; 48.195; 49.37; 53B.69, subdivision 10; 58.14, subdivisions 3, 4, 5,
by adding a subdivision; 58.18, subdivision 4; 58B.02, by adding subdivisions;
58B.03, subdivisions 10, 11; 58B.051; 58B.06, subdivisions 4, 6; 60A.13,
subdivisions 1, 6; 72A.061, subdivision 5; 72A.18, subdivision 2, by adding
subdivisions; 72A.20, subdivision 2, by adding a subdivision; 80A.50; 80A.69;
80C.12, subdivision 1; 80G.01, subdivision 5a; 325E.21, subdivisions 1b, 2c;
332.32; 345.31, by adding a subdivision; 345.43, by adding a subdivision;
Minnesota Statutes 2025 Supplement, sections 58B.02, subdivision 8a; 80A.66;
proposing coding for new law in Minnesota Statutes, chapters 53B; 80A; 82B;
82C; 345; repealing Minnesota Statutes 2024, sections 48.158; 53B.69, subdivisions
3b, 3c; 53B.75, subdivisions 1, 2, 3, 4, 5.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

ARTICLE 1

CONSUMER PROTECTION

Section 1.

Minnesota Statutes 2024, section 53B.69, subdivision 10, is amended to read:

Subd. 10.

Virtual currency kiosk.

"Virtual currency kiosk" means an electronic terminal
acting as a mechanical agent new text begin or a person acting on behalf new text end of the virtual currency kiosk
operator to enable the virtual currency kiosk operator to facilitate the exchange of virtual
currency for money, bank credit, or other virtual currency, including but not limited to by
(1) connecting directly to a separate virtual currency exchanger that performs the actual
virtual currency transmission, or (2) drawing upon the virtual currency in the possession of
the electronic terminal's operator.

Sec. 2.

new text begin [53B.751] VIRTUAL CURRENCY KIOSKS; PROHIBITION.
new text end

new text begin Subdivision 1. new text end

new text begin Virtual currency kiosks prohibited. new text end

new text begin (a) Beginning August 1, 2026, a
person is prohibited from installing, operating, maintaining, or making available for use a
virtual currency kiosk.
new text end

new text begin (b) On or before December 31, 2026, a virtual currency kiosk operator must remove the
virtual currency kiosk from any location where the virtual currency kiosk is visible or
accessible to the public.
new text end

new text begin Subd. 2. new text end

new text begin Payout. new text end

new text begin (a) On or before December 31, 2026, a virtual currency kiosk operator
that conducts virtual currency transactions exclusively through a virtual currency kiosk
must pay out any money or virtual currency held for or owed to a new or existing customer
that exists as a result of virtual currency kiosk transactions.
new text end

new text begin (b) A new or existing customer may elect, at any time before December 31, 2026, to
receive a payout under this subdivision:
new text end

new text begin (1) in United States dollars, in an amount equal to the market value of the customer's
virtual currency plus any fiat currency; or
new text end

new text begin (2) to a virtual currency wallet designated by the customer.
new text end

new text begin (c) A virtual currency kiosk operator must make a payout under this subdivision in the
manner elected by a new or existing customer under paragraph (b). If a new or existing
customer elects the option under paragraph (b), clause (2), the virtual currency kiosk operator
must transfer the full amount of the money and virtual currency being held for or owed to
the new or existing customer to the customer's designated virtual currency wallet within 30
days of the date the customer submits the payout request.
new text end

new text begin (d) A payout to a new or existing customer must be recorded on the applicable blockchain.
A virtual currency kiosk operator must retain proof that a transfer was made and must make
retained proof available to the commissioner upon request.
new text end

new text begin Subd. 3. new text end

new text begin Exception. new text end

new text begin A virtual currency kiosk operator is not required to make a payout
under subdivision 2 if the operator maintains, at all times, other lawful means for new and
existing customers to access, transfer, redeem, or otherwise transact a customer's money or
virtual currency that exists as a result of virtual currency kiosk transactions.
new text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective August 1, 2026.
new text end

Sec. 3.

Minnesota Statutes 2024, section 58.14, subdivision 3, is amended to read:

Subd. 3.

Documentation and resolution of complaints.

A licensee or exempt person
must investigate and attempt to resolve complaints made regarding acts or practices subject
to the provisions of this chapter. new text begin A servicer must comply with section 58.131, subdivisions
6 and 7. new text end If a complaint is received in writing, the licensee or exempt person must maintain
a file containing all materials relating to the complaint and subsequent investigation for a
period of 60 months.

Sec. 4.

Minnesota Statutes 2024, section 58.14, subdivision 4, is amended to read:

Subd. 4.

Trust account records for mortgage originators.

A residential mortgage
originator new text begin or servicer new text end shall keep and maintain for 60 months a record of all trust funds,
sufficient to identify the transaction, date and source of receipt, and date and identification
of disbursement.

Sec. 5.

Minnesota Statutes 2024, section 58.14, subdivision 5, is amended to read:

Subd. 5.

Record retention.

A licensee or exempt person must keep and maintain for 60
months the business records, including new text begin email communications, telephone recordings,
incomplete documentation, and new text end advertisements, regarding residential mortgage loans applied
for, originated, or serviced in the course of its business.

Sec. 6.

Minnesota Statutes 2024, section 58.14, is amended by adding a subdivision to
read:

new text begin Subd. 6. new text end

new text begin Telephone recordings. new text end

new text begin A person acting as a residential mortgage loan servicer
that services at least 500 residential mortgage loans secured by property in Minnesota must:
new text end

new text begin (1) record a telephone conversation with a borrower and a borrower's representatives;
and
new text end

new text begin (2) maintain the recording of the conversation for 60 months after the date the recording
is made, as provided under subdivision 5.
new text end

Sec. 7.

Minnesota Statutes 2024, section 58.18, subdivision 4, is amended to read:

Subd. 4.

Exemption.

This section does not apply to a residential mortgage loan originated
by a federal or state chartered bank, savings bank, or credit union new text begin , unless the residential
mortgage loan originated by a federal or state chartered bank, savings bank, or credit union
is serviced by a residential mortgage servicer, as defined under section 58.02, subdivision
20 new text end .

Sec. 8.

Minnesota Statutes 2024, section 58B.02, is amended by adding a subdivision to
read:

new text begin Subd. 4a. new text end

new text begin Income-driven repayment program. new text end

new text begin "Income-driven repayment program"
means the Income-Contingent Repayment Plan, the Income-Based Repayment Plan, the
Income-Sensitive Repayment Plan, the Pay As You Earn Plan, the Revised Pay As You
Earn Plan, and any other state, federal, or private student loan repayment plan that is
calculated based on a borrower's income and for which a borrower's income may include
the borrower's household income for purposes of evaluating eligibility under section 58B.06,
subdivision 5.
new text end

Sec. 9.

Minnesota Statutes 2025 Supplement, section 58B.02, subdivision 8a, is amended
to read:

Subd. 8a.

Lender.

"Lender" means an entity engaged in the business of securing, making,
or extending student loans. Lender does not include deleted text begin , to the extent that state regulation is
preempted by federal law deleted text end :

(1) a bank, savings banks, savings and loan association, or credit union;

(2) a wholly owned subsidiary of a bank or credit union;

(3) an operating subsidiary where each owner is wholly owned by the same bank or
credit union;

(4) the United States government, through Title IV of the Higher Education Act of 1965,
as amended, and administered by the United States Department of Education;

(5) an agency, instrumentality, or political subdivision of Minnesota;

(6) a regulated lender organized under chapter 56, except that a regulated lender must
file the annual report required for lenders under section 58B.03, subdivision 10; or

(7) a person who is not in the business of making student loans and who makes no more
than three student loans, with the person's own funds, during any 12-month period.

Sec. 10.

Minnesota Statutes 2024, section 58B.02, is amended by adding a subdivision to
read:

new text begin Subd. 10. new text end

new text begin Written communication. new text end

new text begin "Written communication" means a written
correspondence that is made by a borrower and is transmitted by mail, facsimile, or
electronically through an email address or Internet website that the student loan servicer
designates to receive communications from a borrower and enables the student loan servicer
to identify the borrower's name and account. Written communication does not include a
notice on a payment medium supplied by a student loan servicer.
new text end

Sec. 11.

Minnesota Statutes 2024, section 58B.03, subdivision 10, is amended to read:

Subd. 10.

Annual report.

(a) deleted text begin Beginning deleted text end new text begin On or before new text end March 15 deleted text begin , 2025 deleted text end new text begin each year new text end , a
student loan lender that secures, makes, or extends student loans in Minnesota must new text begin submit
a new text end report to the commissioner on the form the commissioner provides new text begin . The report must include
for the previous calendar year new text end :

(1) a list of all schools attended by borrowers who received a student loan from the
student loan lender and resided within Minnesota at the time of the transaction and whose
debt is still outstanding, including student loans used to refinance an existing debt;

(2) the total outstanding dollar amount owed by borrowers residing in Minnesota who
received student loans from the student loan lender;

(3) the total number of student loans owed by borrowers residing in Minnesota who
received student loans from the student loan lender;

(4) the total outstanding dollar amount and number of student loans owed by borrowers
who reside in Minnesota, associated with each school identified under clause (1);

(5) the total dollar amount of student loans provided by the student loan lender to
borrowers who resided in Minnesota in the prior calendar year;

(6) the total outstanding dollar amount and number of student loans owed by borrowers
who resided in Minnesota, associated with each school identified under clause (1), that were
provided in the prior calendar year;

(7) the rate of default for borrowers residing in Minnesota who obtained student loans
from the student loan lender, if applicable;

(8) the rate of default for borrowers residing in Minnesota who obtained student loans
from the student loan lender associated with each school identified under clause (1), if
applicable;

(9) the range of initial interest rates for student loans provided by the student loan lender
to borrowers who resided in Minnesota in the prior calendar year;

(10) the total number of borrowers who received student loans identified under clause
(9), and the percentage of borrowers who received each rate identified under clause (9);

(11) the total dollar amount and number of student loans provided in the prior calendar
year by the student loan lender to borrowers who resided in Minnesota at the time of the
transaction and had a cosigner for the student loans;

(12) the total dollar amount and number of student loans provided by the student loan
lender to borrowers residing in Minnesota used to refinance a prior student loan or federal
student loan in the prior calendar year;

(13) the total dollar amount and number of student loans for which the student loan
lender had sued to collect from a borrower residing in Minnesota in the prior calendar year;

(14) a copy of any model promissory note, agreement, contract, or other instrument used
by the student loan lender in the previous year to substantiate that a borrower owes a new
debt to the student loan lender; and

(15) any other information considered necessary by the commissioner to assess the total
size and status of the student loan market and well-being of borrowers in Minnesota.

(b) In addition to annual reports, the commissioner may require additional regular or
special reports as the commissioner deems necessary to properly supervise student loan
lenders under this chapter.

(c) The commissioner of commerce must share data collected under this subdivision
with the commissioner of higher education.

Sec. 12.

Minnesota Statutes 2024, section 58B.03, subdivision 11, is amended to read:

Subd. 11.

Annual report from student loan servicers.

(a) deleted text begin Beginning deleted text end new text begin On or before new text end
March 15 deleted text begin , 2025 deleted text end new text begin each year new text end , a student loan servicer that services student loans in Minnesota
must new text begin submit a new text end report to the commissioner on the form the commissioner provides. The
report must include new text begin for the previous calendar year new text end :

(1) a list of any outstanding student loans owed by borrowers who reside in Minnesota
that are serviced by the student loan servicer;

(2) the total outstanding dollar amount and number of student loans that are serviced by
the student loan servicer and owed by borrowers who reside in Minnesota;

(3) the total dollar amount and number of student loans owed by borrowers who resided
in Minnesota that were serviced by the student loan servicer in the prior calendar year;

(4) the rate of default for student loans owed by borrowers who reside in Minnesota that
are serviced by the student loan servicer, if applicable;

(5) the range of interest rates for student loans serviced by the student loan servicers to
borrowers who resided in Minnesota in the prior calendar year;

(6) the total outstanding dollar amount and number of student loans that were serviced
by the student loan servicer and owed by borrowers residing in Minnesota to refinance a
prior student loan or federal student loan; and

(7) any other information considered necessary by the commissioner to assess the total
size and status of the student loan market and well-being of borrowers in Minnesota.

(b) In addition to annual reports, the commissioner may require additional regular or
special reports as the commissioner deems necessary to properly supervise student loan
servicers under this chapter.

(c) The commissioner of commerce must share data collected under this subdivision
with the commissioner of higher education.

Sec. 13.

Minnesota Statutes 2024, section 58B.06, subdivision 4, is amended to read:

Subd. 4.

Transfer of student loan.

(a) If a borrower's student loan servicer changes
pursuant to the sale, assignment, or transfer of the servicing, the original student loan servicer
must deleted text begin : deleted text end new text begin protect the borrower from negative consequences resulting from the sale, assignment,
transfer, system conversion, or payment the borrower makes to the original loan servicer
consistent with the original student loan servicer's policy. For purposes of this paragraph,
"negative consequences" includes but is not limited to:
new text end

(1) deleted text begin require the new student loan servicer to honor all benefits that were made available,
or which may have become available, to a borrower from the original student loan servicer
or are authorized under the student loan contract, including any benefits for which the student
loan borrower has not yet qualified unless that benefit is no longer available under the federal
or state laws and regulations; and deleted text end new text begin negative credit reporting;
new text end

(2) deleted text begin transfer to the new student loan servicer all information regarding the borrower, the
account of the borrower, and the borrower's student loan, including but not limited to the
repayment status of the student loan and the benefits described in clause (1). deleted text end new text begin imposing late
fees that are not required by the promissory note; or
new text end

new text begin (3) eligibility loss or denial for a benefit or protection established under federal law or
included in the loan contract.
new text end

(b) deleted text begin The student loan servicer must complete the transfer under paragraph (a), clause (2),
less than 45 days from the date of the sale, assignment, or transfer of the servicing. deleted text end new text begin If a
borrower's student loan servicer changes pursuant to the sale, assignment, or transfer of the
servicing, the original and new student loan servicer must provide a written notice to the
borrower subject to the transfer. The notice must be provided no less than 15 calendar days
before the transfer's effective date and must include:
new text end

new text begin (1) the sale, assignment, or transfer's effective date;
new text end

new text begin (2) the name, address, website, and toll-free telephone number for the original student
loan servicer's designated point of contact for the borrower to contact in order to obtain
answers to servicing inquiries;
new text end

new text begin (3) the name, address, website, and toll-free telephone number for the new student loan
servicer's designated point of contact for the borrower to contact in order to obtain answers
to servicing inquiries;
new text end

new text begin (4) the date the original student loan servicer stops accepting payments on the borrower's
student loan;
new text end

new text begin (5) the date the new student loan servicer begins accepting payments on the borrower's
student loan;
new text end

new text begin (6) information that indicates whether the borrower's authorization for recurring electronic
funds transfers, if applicable, is transferred to the new servicer. If a recurring electronic
funds transfer is not transferred, the transferee must provide information that explains how
the borrower may establish a new recurring electronic funds transfer with the new servicer;
and
new text end

new text begin (7) a statement that indicates the current loan balance, including the current unpaid
amount of principal, interest, and fees.
new text end

(c) deleted text begin A sale, assignment, or transfer of the servicing must be completed no less than seven
days from the date the next payment is due on the student loan. deleted text end new text begin If a borrower's student loan
servicer changes pursuant to the sale, assignment, or transfer of the servicing, the original
student loan servicer must ensure all necessary information regarding a borrower, a borrower's
account, and a borrower's student loan accompanies a loan when the loan is transferred to
a new student loan servicer. The transfer of necessary information must occur within 45
calendar days of the sale, assignment, or transfer's effective date. For purposes of this
subdivision, "necessary information" includes but is not limited to:
new text end

new text begin (1) a schedule of all transactions credited or debited to the student loan account;
new text end

new text begin (2) a copy of the promissory note for the student loan;
new text end

new text begin (3) notes created by the student loan servicer's personnel that reflect communications
with the borrower regarding the student loan account;
new text end

new text begin (4) a report of the data fields relating to the borrower's student loan account created by
the student loan servicer's electronic systems in connection with servicing practices;
new text end

new text begin (5) copies or electronic records of information or documents the borrower provided to
the student loan servicer;
new text end

new text begin (6) if applicable, usable data fields that contain information necessary to assess the
borrower's eligibility for forgiveness, including public service loan forgiveness; and
new text end

new text begin (7) information necessary to compile a payment history.
new text end

(d) A new student loan servicer must adopt deleted text begin policies and procedures to verify that the
original student loan servicer has met the requirements of paragraph (a) deleted text end new text begin and implement
policies and procedures to verify that the original student loan servicer meets the requirements
of paragraph (c) new text end .

Sec. 14.

Minnesota Statutes 2024, section 58B.06, subdivision 6, is amended to read:

Subd. 6.

Records.

A student loan servicer must maintain deleted text begin adequate deleted text end new text begin complete and accurate new text end
records new text begin , including new text end of new text begin all written communication and telephone recordings, for new text end each student
loan new text begin . The records must be maintained new text end for deleted text begin not less than deleted text end new text begin at least new text end two years following the final
payment on the student loan or the sale, assignment, or transfer of the servicing.

Sec. 15.

Minnesota Statutes 2024, section 72A.18, subdivision 2, is amended to read:

Subd. 2.

Person.

"Person" means any individual, corporation, association, partnership,
reciprocal exchange, interinsurer, Lloyds insurer, fraternal benefit society, or any other legal
entity, engaged in the business of insurance, including an agent, a solicitor, deleted text begin or deleted text end an adjuster
deleted text begin and deleted text end new text begin , or an insurance lead generator. new text end For the purposes of sections 72A.31 and 72A.32 "person"
shall in addition mean any person, firm or corporation even though not engaged in the
business of insurance.

Sec. 16.

Minnesota Statutes 2024, section 72A.18, is amended by adding a subdivision to
read:

new text begin Subd. 3. new text end

new text begin Insurance lead generator. new text end

new text begin (a) "Insurance lead generator" means a person who
uses a lead-generating device to:
new text end

new text begin (1) publicize the availability of what is or what purports to be an insurance product or
service that the person is not licensed to sell directly to a customer;
new text end

new text begin (2) identify a customer who may be interested in learning more about an insurance
product; or
new text end

new text begin (3) sell or transmit customer information to an insurer or producer for the purposes of
subsequent contact or sales activity.
new text end

new text begin (b) For the purposes of sections 72A.17 to 72A.32, insurance lead generator does not
include an insurer, as defined under section 72A.201, subdivision 3, clause (9), or an
insurance producer, as defined under section 60K.31, subdivision 6.
new text end

Sec. 17.

Minnesota Statutes 2024, section 72A.18, is amended by adding a subdivision to
read:

new text begin Subd. 4. new text end

new text begin Lead-generating device. new text end

new text begin "Lead-generating device" means communication
directed to the public that, regardless of the communication's form, content, or stated purpose,
is intended to result in compiling or qualifying a list containing names and other personal
information to solicit Minnesota residents to purchase what is or what purports to be an
insurance product or service.
new text end

Sec. 18.

Minnesota Statutes 2024, section 72A.18, is amended by adding a subdivision to
read:

new text begin Subd. 5. new text end

new text begin Recording. new text end

new text begin "Recording" means documenting a sale or verifying a call, including
a virtual technology call, to market an insurance product or service.
new text end

Sec. 19.

Minnesota Statutes 2024, section 72A.20, subdivision 2, is amended to read:

Subd. 2.

False information and advertising generally.

Making, publishing,
disseminating, circulating, or placing before the public, or causing, directly or indirectly,
to be made, published, disseminated, circulated, or placed before the public, in a newspaper,
magazine, new text begin email, Internet advertisement or posting, new text end or other publication, or in the form of
a notice, circular, pamphlet, letter, new text begin electronic posting of any kind, new text end or poster, or over any
radio station, new text begin or using the Internet or other electronic means, new text end or in any other way, an
advertisement, announcement, or statement, containing any assertion, representation, or
statement with respect to the business of insurance, or with respect to any person in the
conduct of the person's insurance business, which is untrue, deceptive, or misleading, shall
constitute an unfair method of competition and an unfair and deceptive act or practice.

Sec. 20.

Minnesota Statutes 2024, section 72A.20, is amended by adding a subdivision to
read:

new text begin Subd. 2a. new text end

new text begin Failure to maintain certain records. new text end

new text begin An insurance lead generator must
maintain books, records, documents, and other business records in a manner that ensures
data regarding complaints and marketing are accessible and retrievable for examination by
the insurance commissioner. An insurance lead generator must maintain data under this
subdivision for at least the current calendar year and the two preceding years.
new text end

Sec. 21.

Minnesota Statutes 2024, section 80G.01, subdivision 5a, is amended to read:

Subd. 5a.

Minnesota transaction.

"Minnesota transaction" means a bullion product
transaction conducted:

(1) by a dealer deleted text begin that is incorporated, registered, domiciled, or otherwise deleted text end located in
Minnesota;

(2) by a dealer representative at a location in Minnesota;

(3) between a dealer and a consumer deleted text begin who lives deleted text end in Minnesota; or

(4) between a dealer and a Minnesota consumer when the transaction involves:

(i) delivering or shipping a bullion product to an address in Minnesota; new text begin or
new text end

deleted text begin (ii) delivering to or shipping from a precious metal depository on behalf of a Minnesota
resident; or
deleted text end

deleted text begin (iii) deleted text end new text begin (ii) new text end making payment to a consumer or receiving a payment from a consumer at an
address in Minnesota, unless the transaction occurs when the consumer is deleted text begin at a business
location deleted text end outside of Minnesota.

Sec. 22.

new text begin [82B.081] NOTICE TO COMMISSIONER.
new text end

new text begin Subdivision 1. new text end

new text begin Change of application information. new text end

new text begin A licensee must provide notice to
the commissioner if the information in the license application filed with the commissioner
changes. The notice must be provided in writing or another format prescribed by the
commissioner within ten days of the date the change occurs. For purposes of this subdivision,
an information change requiring notice includes but is not limited to a change with respect
to the licensee's personal name, trade name, address, or business location.
new text end

new text begin Subd. 2. new text end

new text begin Civil judgment. new text end

new text begin The licensee must notify the commissioner of a final adverse
decision or court order, whether or not the decision or order is appealed, resulting from a
proceeding in which the licensee was named as a defendant and the final adverse decision
relates to fraud or misrepresentation. The notice must be provided in writing or another
format prescribed by the commissioner within ten days of the date the final adverse decision
or court order is issued.
new text end

new text begin Subd. 3. new text end

new text begin Disciplinary action. new text end

new text begin The licensee must notify the commissioner of a disciplinary
action involving the licensee, including but not limited to a suspension or revocation of the
licensee's real property appraiser license or another occupational license issued by Minnesota
or another jurisdiction. The notice must be provided in writing or another format prescribed
by the commissioner within ten days of the date the disciplinary action occurs.
new text end

new text begin Subd. 4. new text end

new text begin Criminal offense. new text end

new text begin The licensee must notify the commissioner if the licensee
is charged with, is adjudged guilty of, or enters a plea of guilty or nolo contendere to a
felony charge or a gross misdemeanor charge that alleges fraud, misrepresentation, or a
similar violation of a real property appraiser licensing law. The notice must be provided in
writing or another format prescribed by the commissioner within ten days of the date the
charge, judgment, or plea occurs.
new text end

Sec. 23.

new text begin [82C.031] NOTICE TO COMMISSIONER.
new text end

new text begin Subdivision 1. new text end

new text begin Change of application information. new text end

new text begin A licensee must provide notice to
the commissioner if the information in the license application filed with the commissioner
changes. The notice must be provided in writing or another format prescribed by the
commissioner within ten days of the date the change occurs. For purposes of this subdivision,
an information change requiring notice includes but is not limited to a change with respect
to the licensee's personal name, trade name, address, or business location.
new text end

new text begin Subd. 2. new text end

new text begin Civil judgment. new text end

new text begin The licensee must notify the commissioner of a final adverse
decision or court order, whether or not the decision or order is appealed, resulting from a
proceeding in which the licensee was named as a defendant and the final adverse decision
relates to fraud or misrepresentation. The notice must be provided in writing or another
format prescribed by the commissioner within ten days of the date the final adverse decision
or court order is issued.
new text end

new text begin Subd. 3. new text end

new text begin Disciplinary action. new text end

new text begin The licensee must notify the commissioner of a disciplinary
action involving the licensee, including but not limited to a suspension or revocation of the
licensee's real property appraisal management company license issued by another jurisdiction.
The notice must be provided in writing or another format prescribed by the commissioner
within ten days of the date the disciplinary action occurs.
new text end

new text begin Subd. 4. new text end

new text begin Criminal offense. new text end

new text begin The licensee must notify the commissioner if the licensee
is charged with, is adjudged guilty of, or enters a plea of guilty or nolo contendere to a
felony charge or a gross misdemeanor charge that alleges fraud, misrepresentation, or a
similar violation of a real property appraisal management company licensing law. The notice
must be provided in writing or another format prescribed by the commissioner within ten
days of the date the charge, judgment, or plea occurs.
new text end

Sec. 24.

Minnesota Statutes 2024, section 325E.21, subdivision 1b, is amended to read:

Subd. 1b.

Purchase or acquisition record required.

(a) Every scrap metal dealer,
including an agent, employee, or representative of the dealer, shall create a record written
in English, using an electronic record program at the time of each purchase or acquisition
of scrap metal or a motor vehicle. The record must include:

(1) a complete and accurate account or description, including the weight if customarily
purchased by weight, of the scrap metal or motor vehicle purchased or acquired;

(2) the date, time, and place of the receipt of the scrap metal or motor vehicle purchased
or acquired and a unique transaction identifier;

(3) a photocopy or electronic scan of the seller's new text begin :
new text end

new text begin (i) new text end proof of identification including the identification number new text begin if the seller is an individual;
or
new text end

new text begin (ii) certificate of authority to transact business in Minnesota, if the seller is an entity new text end ;

(4) the amount paid and the number of the check or electronic transfer used to purchase
or acquire the scrap metal or motor vehicle;

(5) the license plate number and description of the vehicle used by the person when
delivering the scrap metal or motor vehicle, including the vehicle make and model, and any
identifying marks on the vehicle, such as a business name, decals, or markings, if applicable;

(6) a statement signed by the seller, under penalty of perjury as provided in section
609.48, attesting that the scrap metal or motor vehicle is not stolen and is free of any liens
or encumbrances and the seller has the right to sell it;

(7) a copy of the receipt, which must include at least the following information: the name
and address of the dealer, the date and time the scrap metal or motor vehicle was received
by the dealer, an accurate description of the scrap metal or motor vehicle, and the amount
paid for the scrap metal or motor vehicle;

(8) the identity or identifier of the employee completing the transaction; and

(9) if the seller is attempting to sell copper metal, a photocopy or electronic scan of the
seller's:

(i) current license to sell scrap metal copper issued by the commissioner under subdivision
2c; or

(ii) the documentation used to support the seller being deemed to hold a license to sell
scrap metal copper under subdivision 2c, paragraph (f), clauses (1) to (3).

(b) The record, as well as the scrap metal or motor vehicle purchased or acquired, shall
at all reasonable times be open to the inspection of any properly identified law enforcement
officer.

(c) Except for the purchase or acquisition of detached catalytic converters or motor
vehicles, no record is required for property purchased or acquired from merchants,
manufacturers, salvage pools, insurance companies, rental car companies, financial
institutions, charities, dealers licensed under section 168.27, or wholesale dealers, having
an established place of business, or of any goods purchased or acquired at open sale from
any bankrupt stock, but a receipt as required under paragraph (a), clause (7), shall be obtained
and kept by the person, which must be shown upon demand to any properly identified law
enforcement officer.

(d) The dealer must provide a copy of the receipt required under paragraph (a), clause
(7), to the seller in every transaction.

(e) The commissioner of public safety and law enforcement agencies in the jurisdiction
where a dealer is located may conduct inspections and audits as necessary to ensure
compliance, refer violations to the city or county attorney for criminal prosecution, and
notify the registrar of motor vehicles.

(f) Except as otherwise provided in this section, a scrap metal dealer or the dealer's agent,
employee, or representative may not disclose personal information concerning a customer
without the customer's consent unless the disclosure is required by law or made in response
to a request from a law enforcement agency. A scrap metal dealer must implement reasonable
safeguards to protect the security of the personal information and prevent unauthorized
access to or disclosure of the information. For purposes of this paragraph, "personal
information" is any individually identifiable information gathered in connection with a
record under paragraph (a).

Sec. 25.

Minnesota Statutes 2024, section 325E.21, subdivision 2c, is amended to read:

Subd. 2c.

License required for scrap metal copper sale.

(a) Beginning January 1,
2025, a person is prohibited from engaging in the sale of scrap metal copper unless the
person has a valid license issued by the commissioner under this subdivision.

(b) On the first Friday of the months of April and October of each calendar year, from
8:00 a.m. to 5:00 p.m., a scrap metal dealer may purchase up to $25 of scrap metal copper
from individuals who do not have an approved license to sell scrap metal copper under this
subdivision. All other requirements of subdivision 1b apply and must be documented by
the scrap metal dealer on the dates specified in this paragraph.

(c) A seller of scrap metal copper may apply to the commissioner on a form prescribed
by the commissioner.

new text begin (1) new text end The application form new text begin for an individual new text end must include, at a minimum:

deleted text begin (1) deleted text end new text begin (i) new text end the name, permanent address, telephone number, and date of birth of the applicant;
and

deleted text begin (2) deleted text end new text begin (ii) new text end an acknowledgment that the applicant obtained the copper by lawful means in
the regular course of the applicant's business, trade, or authorized construction work.

new text begin (2) The application form for an entity must include, at a minimum:
new text end

new text begin (i) the name, legal entity type, principal business address, telephone number, and date
of formation of the entity; and
new text end

new text begin (ii) an acknowledgment that the applicant obtained the copper by lawful means in the
regular course of the applicant's business, trade, or authorized construction work.
new text end

(d) Each application must be accompanied by a nonrefundable fee of $250.

(e) Within 30 days of the date an application is received, the commissioner may require
additional information or submissions from an applicant and may obtain any document or
information that is reasonably necessary to verify the information contained in the application.
Within 90 days after the date a completed application is received, the commissioner must
review the application and issue a license if the applicant is deemed qualified under this
section. The commissioner may issue a license subject to restrictions or limitations. If the
commissioner determines the applicant is not qualified, the commissioner must notify the
applicant and must specify the reason for the denial.

(f) A person is deemed to hold a license to sell scrap metal copper if the person holds
one of the following:

(1) a license to perform work pursuant to chapter 326B or section 103I.501;

(2) a document, certificate, or card of competency issued by a municipality to perform
work in a given trade or craft in the building trades. The document, certificate, or card must
state that the individual is authorized to sell scrap metal copper. This clause is effective
January 1, 2025; or

(3) a Section 608 Technician Certification issued by the United States Environmental
Protection Agency.

(g) A license issued under this subdivision is valid for one year. To renew a license, an
applicant must submit a completed renewal application on a form prescribed by the
commissioner and a renewal fee of $250. The commissioner may request that a renewal
applicant submit additional information to clarify any new information presented in the
renewal application. A renewal application submitted after the renewal deadline must be
accompanied by a nonrefundable late fee of $500.

(h) The commissioner may deny a license renewal under this subdivision if:

(1) the commissioner determines that the applicant is in violation of or noncompliant
with federal or state law; or

(2) the applicant fails to timely submit a renewal application and the information required
under this subdivision.

(i) In lieu of denying a renewal application under paragraph (g), the commissioner may
permit the applicant to submit to the commissioner a corrective action plan to cure or correct
deficiencies.

(j) The commissioner may suspend, revoke, or place on probation a license issued under
this subdivision if:

(1) the applicant engages in fraudulent activity that violates state or federal law;

(2) the commissioner receives consumer complaints that justify an action under this
subdivision to protect the safety and interests of consumers;

(3) the applicant fails to pay an application license or renewal fee; or

(4) the applicant fails to comply with a requirement established in this subdivision.

(k) This subdivision does not apply to transfers by or to an auctioneer who is in
compliance with chapter 330 and acting in the person's official role as an auctioneer to
facilitate or conduct an auction of scrap metal.

(l) The commissioner must enforce this subdivision under chapter 45.

Sec. 26.

Minnesota Statutes 2024, section 332.32, is amended to read:

332.32 EXCLUSIONS.

(a) The term "collection agency" does not include banks when collecting accounts owed
to the banks and when the bank will sustain any loss arising from uncollectible accounts,
abstract companies doing an escrow business, real estate brokers, public officers, persons
acting under order of a court, lawyers, trust companies, insurance companies, credit unions,
savings associations, loan or finance companies unless they are engaged in asserting,
enforcing or prosecuting unsecured claims which have been purchased from any person,
firm, or association when there is recourse to the seller for all or part of the claim if the
claim is not collected.

(b) The term "collection agency" deleted text begin shall deleted text end new text begin does new text end not include a trade association performing
services authorized by section 604.15, subdivision 4a, but the trade association in performing
the services may not engage in any conduct that would be prohibited for a collection agency
under section 332.37.

new text begin (c) The term "collection agency" does not include a residential mortgage servicer licensed
under chapter 58 or a student loan servicer licensed under chapter 58B if the residential
mortgage servicer or student loan servicer is engaging in activities subject to licensure under
chapter 58 or 58B, as applicable.
new text end

Sec. 27. new text begin REPEALER.
new text end

new text begin (a) new text end new text begin Minnesota Statutes 2024, section 53B.75, subdivisions 1, 2, 3, and 5, new text end new text begin are repealed.
new text end

new text begin (b) new text end new text begin Minnesota Statutes 2024, sections 53B.69, subdivisions 3b and 3c; and 53B.75,
subdivision 4, new text end new text begin are repealed.
new text end

new text begin EFFECTIVE DATE. new text end

new text begin Paragraph (a) is effective August 1, 2026. Paragraph (b) is effective
January 17, 2027.
new text end

ARTICLE 2

TECHNICAL CHANGES

Section 1.

Minnesota Statutes 2024, section 46.044, subdivision 1, is amended to read:

Subdivision 1.

Issuance and conditions.

An application for a bank charter must be
granted if (1) the applicants are of good moral character and financial integrity, (2) there is
a reasonable public demand for this bank in this location, (3) the probable volume of business
in this location is sufficient to deleted text begin insure deleted text end new text begin ensure new text end and maintain the solvency of the new bank and
the solvency of the then existing bank or banks in the locality without endangering the safety
of any bank in the locality as a place of deposit of public and private money, (4) the
commissioner of commerce is satisfied that the proposed bank will be properly and safely
managed, and (5) the commissioner is satisfied that the capital funds required pursuant to
section 48.02 are available and the commissioner may accept any reasonable demonstration
including subscription agreements supported by current financial statements. If the application
does not satisfy the requirements of this subdivision, it must be denied. In case of the denial
of the application, the commissioner of commerce shall specify the grounds for the denial.
A person aggrieved may obtain judicial review of the determination in accordance with
chapter 14.

Sec. 2.

Minnesota Statutes 2024, section 48.195, is amended to read:

48.195 INTEREST RATES; USURY LIMIT FOR DEPOSITORY INSTITUTIONS.

Notwithstanding any law to the contrary, a bank, savings bank, savings association, or
credit union organized under the laws of this state, or a national bank or federally chartered
savings bank, savings association, or credit union, doing business in this state, may charge
on any loan or discount made or upon any note, bill or other evidence of debt, except an
extension of credit made pursuant to section 48.185, interest at a rate of not more than 4-1/2
percent in excess of the discount rate, including any surcharge thereon, on 90-day commercial
paper in effect at the new text begin Board of Governors of the new text end Federal Reserve deleted text begin Bank located in the Ninth
Federal Reserve District deleted text end new text begin System new text end .

Sec. 3.

Minnesota Statutes 2024, section 49.37, is amended to read:

49.37 STOCKHOLDERS TO APPROVE; CERTIFICATE OF CONSOLIDATION
OR MERGER.

new text begin (a) new text end Either before or after the consolidation or merger agreement has been approved by
the commissioner of commerce, it must be submitted to the stockholders of each corporation
at a meeting thereof called, and it does not become binding upon the corporation until it has
been approved at each of the meetings required by this section by the vote or ballot of the
stockholders, holding at least a majority of the amount of stock of the respective corporations,
or a higher percentage as may be required by the certificate of incorporation of the
corporations. Proof of the holding of these meetings and the results thereof must be submitted
to the commissioner of commerce.

new text begin (b) new text end After the agreement called for by sections 49.33 to 49.41 has been approved by the
stockholders of the respective corporations and by the commissioner of commerce, the deleted text begin latter
shall deleted text end new text begin commissioner of commerce must new text end issue a certificate reciting that the corporations have
complied with the provisions of sections 49.34 to 49.41 and declaring the consolidation or
merger of these corporations and the name of the consolidated or surviving corporation, the
amount of capital stock thereof, the names of the first board of directors, and the place of
business of the consolidated or surviving corporation, which must be within the city where
any of the constituent corporations have been previously authorized to have their places of
business.

new text begin (c) new text end Upon the issuing of this certificate deleted text begin and the filing of it for record in the Office of the
Secretary of State, deleted text end the incorporation is deemed to be complete in the case of the consolidation,
and the assets of the constituent corporations merged into the survivor in the case of a
merger, and the consolidated or surviving corporation shall, from the date of this certificate,
have the term of corporate existence as may be specified in it, not exceeding the longest
unexpired term of any constituent corporation. The certificate of the commissioner of
commerce is prima facie evidence that all of the provisions of sections 49.34 to 49.41 have
been complied with, and is conclusive evidence of the existence of the consolidated or
surviving corporation.

Sec. 4.

Minnesota Statutes 2024, section 58B.051, is amended to read:

58B.051 REGISTRATION FOR LENDERS.

(a) Beginning January 1, 2025, a lender must register with the commissioner as a lender
before providing services in Minnesota. A lender must not offer or make a student loan to
a resident of Minnesota without first registering with the commissioner as provided in this
section.

(b) A registration application must include:

(1) the lender's name;

(2) the lender's address;

(3) the names of all officers, directors, owners, or other persons in control of an applicant,
as defined in section 58B.02, subdivision 6; and

(4) any other information the commissioner requires deleted text begin by rule deleted text end .

(c) Registration issued or renewed expires December 31 of each year. A lender must
renew the lender's registration on an annual basis.

(d) The commissioner may adopt and enforce:

(1) registration procedures for lenders, which may include using the Nationwide
Multistate Licensing System and Registry;

(2) nonrefundable registration fees for lenders, which may include fees for using the
Nationwide Multistate Licensing System and Registry, to be paid directly by the lender;

(3) procedures and nonrefundable fees to renew a lender's registration, which may include
fees for the renewed use of Nationwide Multistate Licensing System and Registry, to be
paid directly by the lender; and

(4) alternate registration procedures and nonrefundable fees for postsecondary education
institutions that offer student loans.

Sec. 5.

Minnesota Statutes 2024, section 60A.13, subdivision 1, is amended to read:

Subdivision 1.

Annual statements required.

Every insurance company, including
fraternal benefit societies, and reciprocal exchanges, doing business in this state, shall file
with the commissioner deleted text begin , annually, on or before March 1, deleted text end the appropriate verified National
Association of Insurance Commissioners' annual statement blank deleted text begin , deleted text end new text begin on or before April 30 for
all lines of insurance except health, which must be filed on or before May 31. The National
Association of Insurance Commissioners' annual statement blank must be new text end prepared in
accordance with the association's instructions handbook and following those accounting
procedures and practices prescribed by the association's accounting practices and procedures
manual, unless the commissioner requires or finds another method of valuation reasonable
under the circumstances. Another method of valuation permitted by the commissioner must
be at least as conservative as those prescribed in the association's manual. All companies
required to file an annual statement under this subdivision may also be required to file with
the commissioner and the National Association of Insurance Commissioners a copy of their
annual statement in an electronic form prescribed by the commissioner. All Minnesota
domestic insurers required to file annual statements under this subdivision must also file
quarterly statements with the commissioner for the first, second, and third calendar quarter
on or before 45 days after the end of the applicable quarter, prepared in accordance with
the association's instruction handbook. All companies required to file quarterly statements
under this subdivision may also be required to file the quarterly statements with the
commissioner and the National Association of Insurance Commissioners in an electronic
form prescribed by the commissioner. In addition, the commissioner may require the filing
of any other information determined to be reasonably necessary for the continual enforcement
of these laws. The statement may be limited to the insurer's business and condition in the
United States unless the commissioner finds that the business conducted outside the United
States may detrimentally affect the interests of policyholders in this state. The statements
shall also contain a verified schedule showing all details required by law for assessment
and taxation. The statement or schedules shall be in the form and shall contain all matters
the commissioner may prescribe, and it may be varied as to different types of insurers so
as to elicit a true exhibit of the condition of each insurer.

Sec. 6.

Minnesota Statutes 2024, section 60A.13, subdivision 6, is amended to read:

Subd. 6.

Company or agent cannot continue business unless statement is filed.

deleted text begin No deleted text end new text begin
A new text end company deleted text begin shall transact deleted text end new text begin is prohibited from transacting new text end any new business in this state after
deleted text begin May deleted text end new text begin August new text end 31 in any year unless deleted text begin it shall have deleted text end new text begin the company new text end previously transmitted its
annual statement to the commissioner and filed a copy of its statement with the National
Association of Insurance Commissioners. The commissioner may by order annually require
that each insurer pay the required fee to the National Association of Insurance Commissioners
for the filing of annual statements, but the fee shall not be more than 50 percent greater than
the fee set by the National Association of Insurance Commissioners. Failure to file the
annual statement with the commissioner or the National Association of Insurance
Commissioners is a violation of section 72A.061, subdivision 1. The fee shall be based on
the relative premium volume of each insurer.

Sec. 7.

Minnesota Statutes 2024, section 72A.061, subdivision 5, is amended to read:

Subd. 5.

Extensions.

The commissioner may grant an extension of any filing deadline
or requirement specified by this section deleted text begin , on receiving, not less than ten days deleted text end new text begin if the
commissioner receives a written request for an extension from the company new text end before the date
of default deleted text begin , satisfactory evidence of imminent hardship to the company deleted text end .

Sec. 8. new text begin REPEALER.
new text end

new text begin Minnesota Statutes 2024, section 48.158, new text end new text begin is repealed.
new text end

ARTICLE 3

SECURITIES

Section 1.

Minnesota Statutes 2024, section 80A.50, is amended to read:

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)(2)), that is not
otherwise exempt under sections 80A.45 through 80A.47, a rule adopted or order issued
under this chapter may require the filing of any or all of the following records:

(A) before the initial offer of a federal covered security in this state, all records that are
part of a federal registration statement filed with the Securities and Exchange Commission
under the Securities Act of 1933 and a consent to service of process complying with section
80A.88 signed by the issuer;

(B) after the initial offer of the federal covered security in this state, all records that are
part of an amendment to a federal registration statement filed with the Securities and
Exchange Commission under the Securities Act of 1933; and

(C) to the extent necessary or appropriate to compute fees, a report of the value of the
federal covered securities sold or offered to persons present in this state, if the sales data
are not included in records filed with the Securities and Exchange Commission.

(2) Notice filing effectiveness and renewal. A notice filing under subsection (a) is
effective for one year commencing on the later of the notice filing or the effectiveness of
the offering filed with the Securities and Exchange Commission. On or before expiration,
the issuer may renew a notice filing by filing a copy of those records filed by the issuer with
the Securities and Exchange Commission that are required by rule or order under this chapter
to be filed. A previously filed consent to service of process complying with section 80A.88
may be incorporated by reference in a renewal. A renewed notice filing becomes effective
upon the expiration of the filing being renewed.

(3) Notice filings for federal covered securities under section 18(b)(4)(D). With
respect to a security that is a federal covered security under Section 18(b)(4)(D) of the
Securities Act of 1933 (15 U.S.C. Section 77r(b)(4)(D)), a rule under this chapter may
require a notice filing by or on behalf of an issuer to include a copy of Form D, including
the Appendix, as promulgated by the Securities and Exchange Commission, and a consent
to service of process complying with section 80A.88 signed by the issuer not later than 15
days after the first sale of the federal covered security in this state.

(4) Stop orders. Except with respect to a federal security under Section 18(b)(1) of the
Securities Act of 1933 (15 U.S.C. Section 77r(b)(1)), if the administrator finds that there is
a failure to comply with a notice or fee requirement of this section, the administrator may
issue a stop order suspending the offer and sale of a federal covered security in this state.
If the deficiency is corrected, the stop order is void as of the time of its issuance and no
penalty may be imposed by the administrator.

(b) Small corporation offering registration.

(1) Registration required. A security meeting the conditions set forth in this section
may be registered as set forth in this section.

(2) Availability. Registration under this section is available only to the issuer of securities
and not to an affiliate of the issuer or to any other person for resale of the issuer's securities.
The issuer must be organized under the laws of one of the states or possessions of the United
States. The securities offered must be exempt from registration under the Securities Act of
1933 pursuant to Rule 504 of Regulation D (15 U.S.C. Section 77c).

(3) Disqualification. Registration under this section is not available to any of the
following issuers:

(A) an issuer subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934;

(B) an investment company;

(C) a development stage company that either has no specific business plan or purpose
or has indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies or other entity or person;

(D) an issuer if the issuer or any of its predecessors, officers, directors, governors,
partners, ten percent stock or equity holders, promoters, or any selling agents of the securities
to be offered, or any officer, director, governor, or partner of the selling agent:

(i) has filed a registration statement that is the subject of a currently effective registration
stop order entered under a federal or state securities law within five years before the filing
of the small corporate offering registration application;

(ii) has been convicted within five years before the filing of the small corporate offering
registration application of a felony or misdemeanor in connection with the offer, purchase,
or sale of a security or a felony involving fraud or deceit, including, but not limited to,
forgery, embezzlement, obtaining money under false pretenses, larceny, or conspiracy to
defraud;

(iii) is currently subject to a state administrative enforcement order or judgment entered
by a state securities administrator or the Securities and Exchange Commission within five
years before the filing of the small corporate offering registration application, or is subject
to a federal or state administrative enforcement order or judgment in which fraud or deceit,
including, but not limited to, making untrue statements of material facts or omitting to state
material facts, was found and the order or judgment was entered within five years before
the filing of the small corporate offering registration application;

(iv) is currently subject to an order, judgment, or decree of a court of competent
jurisdiction temporarily restraining or enjoining, or is subject to an order, judgment, or
decree of a court of competent jurisdiction permanently restraining or enjoining the party
from engaging in or continuing any conduct or practice in connection with the purchase or
sale of any security or involving the making of a false filing with a state or with the Securities
and Exchange Commission entered within five years before the filing of the small corporate
offering registration application; or

(v) is subject to a state's administrative enforcement order, or judgment that prohibits,
denies, or revokes the use of an exemption for registration in connection with the offer,
purchase, or sale of securities,

(I) except that clauses (i) to (iv) do not apply if the person subject to the disqualification
is duly licensed or registered to conduct securities-related business in the state in which the
administrative order or judgment was entered against the person or if the dealer employing
the party is licensed or registered in this state and the form BD filed in this state discloses
the order, conviction, judgment, or decree relating to the person, and

(II) except that the disqualification under this subdivision is automatically waived if the
state securities administrator or federal agency that created the basis for disqualification
determines upon a showing of good cause that it is not necessary under the circumstances
to deny the registration.

(4) Filing and effectiveness of registration statement. A small corporate offering
registration statement must be filed with the administrator. If no stop order is in effect and
no proceeding is pending under section 80A.54, such registration statement shall become
effective automatically at the close of business on the 20th day after filing of the registration
statement or the last amendment of the registration statement or at such earlier time as the
administrator may designate by rule or order. For the purposes of a nonissuer transaction,
other than by an affiliate of the issuer, all outstanding securities of the same class identified
in the small corporate offering registration statement as a security registered under this
chapter are considered to be registered while the small corporate offering registration
statement is effective. A small corporate offering registration statement is effective for one
year after its effective date or for any longer period designated in an order under this chapter.
A small corporate offering registration statement may be withdrawn only with the approval
of the administrator.

(5) Contents of registration statement. A small corporate offering registration statement
under this section shall be on Form U-7, including exhibits required by the instructions
thereto, as adopted by the North American Securities Administrators Association, or such
alternative form as may be designated by the administrator by rule or order and must include:

(A) a consent to service of process complying with section 80A.88;

(B) a statement of the type and amount of securities to be offered and the amount of
securities to be offered in this state;

(C) a specimen or copy of the security being registered, unless the security is
uncertificated, a copy of the issuer's articles of incorporation and bylaws or their substantial
equivalents in effect, and a copy of any indenture or other instrument covering the security
to be registered;

(D) a signed or conformed copy of an opinion of counsel concerning the legality of the
securities being registered which states whether the securities, when sold, will be validly
issued, fully paid, and nonassessable and, if debt securities, binding obligations of the issuer;

(E) the states (i) in which the securities are proposed to be offered; (ii) in which a
registration statement or similar filing has been made in connection with the offering
including information as to effectiveness of each such filing; and (iii) in which a stop order
or similar proceeding has been entered or in which proceedings or actions seeking such an
order are pending;

(F) a copy of the offering document proposed to be delivered to offerees; and

(G) a copy of any other pamphlet, circular, form letter, advertisement, or other sales
literature intended as of the effective date to be used in connection with the offering and
any solicitation of interest used in compliance with section 80A.46(17)(B).

(6) Copy to purchaser. A copy of the offering document as filed with the administrator
must be delivered to each person purchasing the securities prior to sale of the securities to
such person.

(c) Offering limit. Offers and sales of securities under a small corporate offering
registration as set forth in this section are allowed up to the limit prescribed by Code of
Federal Regulations, title 17, part 230.504 (b)(2), as amended.

(d) Regulation A - Tier 2 filing requirements.

(1) Initial filing. An issuer planning to offer and sell securities in Minnesota in an
offering exempt under Tier 2 of federal Regulation A must, at least 21 calendar days before
the date of the initial sale of securities in Minnesota, submit to the administrator:

(A) a completed Regulation A - Tier 2 offering notice filing form or copies of all the
documents filed with the Securities Exchange Commission; and

(B) a consent to service of process on Form U-2, if consent to service of process is not
provided in the Regulation A - Tier 2 offering notice filing form.

The initial notice filing made in Minnesota is effective for 12 months after the date the
filing is made.

(2) Renewal. For each additional 12-month period in which the same offering is
continued, an issuer conducting a Tier 2 offering under federal Regulation A may renew
the notice filing by filing (i) the Regulation A - Tier 2 offering notice filing form marked
"renewal," or (ii) a cover letter or other document requesting renewal. The renewal filing
must be made on or before the date notice filing expires.

(3) Amendment. An issuer may increase the amount of securities offered in Minnesota
by submitting a Regulation A - Tier 2 offering notice filing form or other document
describing the transaction.

new text begin (e) Notice filing requirement for federal crowdfunding offerings. This paragraph
applies to offerings made under Regulation Crowdfunding, Code of Federal Regulations,
title 17, part 227, and sections 4(a)(6) and 18(b)(4)(C) of the Securities Act of 1933, United
States Code, title 15, sections 77d(A)(6) and 77r(b)(4)(C).
new text end

new text begin (1) Initial filing. An issuer that (i) offers and sells securities in Minnesota in an offering
exempt under federal Regulation Crowdfunding, and (ii) has a principal place of business
in Minnesota or sells at least 50 percent of the offering's aggregate amount to Minnesota
residents, must file with the administrator:
new text end

new text begin (A) a completed Uniform Notice of Federal Crowdfunding Offering form or copies of
all documents filed with the Securities and Exchange Commission; and
new text end

new text begin (B) if the issuer is not filing on the Uniform Notice of Federal Crowdfunding Offering
form, consent to service of process on Form U-2.
new text end

new text begin If the issuer's principal place of business is in Minnesota, the initial filing must be submitted
with the administrator when the issuer makes the issuer's initial Form C filing concerning
the offering with the Securities and Exchange Commission. If the issuer's principal place
of business is not in Minnesota but Minnesota residents have purchased at least 50 percent
of the aggregate amount of the offering, the filing must be submitted when the issuer becomes
aware that the aggregate purchases made by Minnesota residents meets the threshold, but
no later than 30 days after the date the offering is complete. The initial notice filing is
effective for a 12-month period beginning on the date the initial filing is submitted to the
administrator.
new text end

new text begin (2) Renewal. For each additional 12-month period in which a single offering is continued,
an issuer conducting an offering under federal Regulation Crowdfunding may renew the
issuer's notice filing by filing with the administrator on or before the date the current notice
filing expires:
new text end

new text begin (A) a completed Uniform Notice of Federal Crowdfunding Offering form that is marked
"renewal"; or
new text end

new text begin (B) a cover letter or other document requesting renewal new text end new text begin .
new text end

new text begin (3) Amendment. An issuer may increase the amount of securities offered in Minnesota
by submitting (i) a completed Uniform Notice of Federal Crowdfunding Offering form that
is marked "amendment," or (ii) another document that describes the modified transaction.
new text end

Sec. 2.

Minnesota Statutes 2025 Supplement, section 80A.66, is amended to read:

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 issued under this chapter may establish
minimum financial requirements for broker-dealers registered or required to be registered
under this chapter and investment advisers registered or required to be registered under this
chapter.

(b) Financial reports. Subject to Section 15(h) of the Securities Exchange Act of 1934
(15 U.S.C. Section 78o(h)) or Section 222(b) of the Investment Advisers Act of 1940 (15
U.S.C. Section 80b-22), a broker-dealer registered or required to be registered under this
chapter and an investment adviser registered or required to be registered under this chapter
shall file such financial reports as are required by a rule adopted or order issued under this
chapter. If the information contained in a record filed under this subsection is or becomes
inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting
amendment.

(c) Record keeping. 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):

(1) a broker-dealer registered or required to be registered under this chapter and an
investment adviser registered or required to be registered under this chapter shall make and
maintain the accounts, correspondence, memoranda, papers, books, and other records
required by rule adopted or order issued under this chapter;

(2) broker-dealer records required to be maintained under paragraph (1) may be
maintained in any form of data storage acceptable under Section 17(a) of the Securities
Exchange Act of 1934 (15 U.S.C. Section 78q(a)) if they are readily accessible to the
administrator; deleted text begin and
deleted text end

new text begin (3) a broker-dealer must establish and maintain: (i) a set of written supervisory procedures
that reasonably prevent and detect violations of chapter 80A; Minnesota Rules, chapter
2876; or related orders issued by the commissioner; and (ii) a system to apply the procedures
established under this clause. The procedures must designate by name or title a number of
supervisory employees that is reasonable relative to the number of the broker-dealer's
registered agents, offices, and transactions in Minnesota. A copy of the written procedures
and the system to apply the procedures must be kept and maintained at each branch office
affiliated with the broker-dealer. A broker-dealer may use electronic media in accordance
with FINRA Rule 3110.11, or any successor federal law, to satisfy its obligation under this
paragraph; and
new text end

deleted text begin (3) deleted text end new text begin (4) new text end investment adviser records required to be maintained under paragraph (d)(1) may
be maintained in any form of data storage required by rule adopted or order issued under
this chapter.

(d) Records and reports of private funds.

(1) In general. An investment adviser to a private fund shall maintain such records of,
and file with the administrator such reports and amendments thereto, that an exempt reporting
adviser is required to file with the Securities and Exchange Commission pursuant to SEC
Rule 204-4, Code of Federal Regulations, title 17, section 275.204-4.

(2) Treatment of records. The records and reports of any private fund to which an
investment adviser provides investment advice shall be deemed to be the records and reports
of the investment adviser.

(3) Required information. The records and reports required to be maintained by an
investment adviser, which are subject to inspection by a representative of the administrator
at any time, shall include for each private fund advised by the investment adviser, a
description of:

(A) the amount of assets under management;

(B) the use of leverage, including off-balance-sheet leverage, as to the assets under
management;

(C) counterparty credit risk exposure;

(D) trading and investment positions;

(E) valuation policies and practices of the fund;

(F) types of assets held;

(G) side arrangements or side letters, whereby certain investors in a fund obtain more
favorable rights or entitlements than other investors;

(H) trading practices; and

(I) such other information as the administrator determines is necessary and appropriate
in the public interest and for the protection of investors, which may include the establishment
of different reporting requirements for different classes of fund advisers, based on the type
or size of the private fund being advised.

(4) Filing of records. A rule or order under this chapter may require each investment
adviser to a private fund to file reports containing such information as the administrator
deems necessary and appropriate in the public interest and for the protection of investors.

(e) Audits or inspections. The records of a broker-dealer registered or required to be
registered under this chapter and of an investment adviser registered or required to be
registered under this chapter, including the records of a private fund described in paragraph
(d) and the records of investment advisers to private funds, are subject to such reasonable
periodic, special, or other audits or inspections by a representative of the administrator,
within or without this state, as the administrator considers necessary or appropriate in the
public interest and for the protection of investors. An audit or inspection may be made at
any time and without prior notice. The administrator may copy, and remove for audit or
inspection copies of, all records the administrator reasonably considers necessary or
appropriate to conduct the audit or inspection. The administrator may assess a reasonable
charge for conducting an audit or inspection under this subsection.

(f) Custody and discretionary authority bond or insurance. 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 issued
under this chapter may require a broker-dealer or investment adviser that has custody of or
discretionary authority over funds or securities of a customer or client to obtain insurance
or post a bond or other satisfactory form of security in an amount of at least $25,000, but
not to exceed $100,000. The administrator may determine the requirements of the insurance,
bond, or other satisfactory form of security. Insurance or a bond or other satisfactory form
of security may not be required of a broker-dealer registered under this chapter whose net
capital exceeds, or of an investment adviser registered under this chapter whose minimum
financial requirements exceed, the amounts required by rule or order under this chapter.
The insurance, bond, or other satisfactory form of security must permit an action by a person
to enforce any liability on the insurance, bond, or other satisfactory form of security if
instituted within the time limitations in section 80A.76(j)(2).

(g) Requirements for custody. 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), an agent may not have custody of funds or securities of a
customer except under the supervision of a broker-dealer and an investment adviser
representative may not have custody of funds or securities of a client except under the
supervision of an investment adviser or a federal covered investment adviser. A rule adopted
or order issued under this chapter may prohibit, limit, or impose conditions on a broker-dealer
regarding custody of funds or securities of a customer and on an investment adviser regarding
custody of securities or funds of a client.

(h) Investment adviser brochure rule. With respect to an investment adviser registered
or required to be registered under this chapter, a rule adopted or order issued under this
chapter may require that information or other record be furnished or disseminated to clients
or prospective clients in this state as necessary or appropriate in the public interest and for
the protection of investors and advisory clients.

(i) Continuing education. A rule adopted or order issued under this chapter may require
an individual registered under section 80A.57 or 80A.58 to participate in a continuing
education program approved by the Securities and Exchange Commission and administered
by a self-regulatory organization, the North American Securities Administrators Association,
or the commissioner.

new text begin (j) Business continuity and succession plan. An investment adviser registered or
required to be registered under this chapter must establish, maintain, and enforce written
policies and procedures relating to business continuity and succession planning. At a
minimum, the policies and procedures under this paragraph must provide:
new text end

new text begin (1) a means to protect, back up, and recover books and records;
new text end

new text begin (2) an alternate method to provide notice to customers; key personnel; employees;
vendors; service providers, including third-party custodians; and regulators, regarding issues
pertaining to the investment adviser's business operations, including but not limited to
significant business interruption, the death or unavailability of key personnel, other disruption
to business activities, or ceasing business operations;
new text end

new text begin (3) a plan to relocate the office space for a principal place of business that is subject to
a temporary or permanent loss;
new text end

new text begin (4) a plan to assign duties to qualified responsible persons if key personnel die or are
otherwise unavailable; and
new text end

new text begin (5) a plan to otherwise minimize service disruption and client harm that might result
from sudden and significant business interruption.
new text end

new text begin (k) Physical security and cybersecurity policies and procedures. An investment
adviser registered or required to be registered under this chapter must establish, implement,
update, and enforce written physical security and cybersecurity policies and procedures that
are designed to ensure the confidentiality, integrity, and availability of physical and electronic
records and information. The policies and procedures must be tailored to the investment
adviser's business model and must take into account the investment adviser's business size,
type of service provided, and number of locations.
new text end

new text begin (1) The physical security and cybersecurity policies and procedures must:
new text end

new text begin (A) protect against reasonably anticipated threats or hazards to the security or integrity
of client records and information;
new text end

new text begin (B) ensure that the investment adviser protects confidential client records and information;
and
new text end

new text begin (C) protect client records and information that, if released, might result in harm or
inconvenience to the client.
new text end

new text begin (2) At a minimum, the physical security and cybersecurity policies and procedures must
develop and implement:
new text end

new text begin (A) an organizational understanding to manage information security risk with respect
to systems, assets, data, and capabilities;
new text end

new text begin (B) safeguards to ensure delivery of critical infrastructure services;
new text end

new text begin (C) actions and tools to identify when an information security event occurs;
new text end

new text begin (D) actions to take when an information security event is detected; and
new text end

new text begin (E) plans for security and system resilience, and to restore capabilities or services that
are impaired due to an information security event.
new text end

new text begin (3) At the time a client engages an investment adviser and on an annual basis thereafter,
an investment adviser must deliver to the client a privacy policy that is reasonably designed
to assist the client understand how the investment adviser collects and shares, to the extent
permitted by state and federal law, nonpublic personal information. If information in the
policy becomes materially inaccurate, the investment adviser must promptly update and
deliver an amended privacy policy to the client.
new text end

new text begin (l) Written confirmation. A broker-dealer must promptly provide to the customer a
written confirmation at or before completing a transaction in accordance with FINRA Rule
2232, or any successor federal law. The confirmation must:
new text end

new text begin (1) describe the security purchased or sold, the date of the transaction, the price of the
security purchased or sold, and any commission charged;
new text end

new text begin (2) indicate whether the broker-dealer acted for the broker-dealer's account, as an agent
for a customer, as an agent for another person, or as an agent for both a customer and another
person;
new text end

new text begin (3) if the broker-dealer is acting as an agent for a customer, include (i) the name of the
person who purchased the security, (ii) the name of the person who sold the security, or (iii)
a statement that the information in item (i) or (ii) is available to a customer on request if
the broker-dealer knows the information or is able to ascertain the information with
reasonable diligence;
new text end

new text begin (4) indicate whether the transaction was unsolicited; and
new text end

new text begin (5) indicate the name of the agent that executed the transaction.
new text end

new text begin A broker-dealer that complies with Securities and Exchange Commission Rule 10b-10,
Code of Federal Regulations, title 17, part 240.10b-10, or article III, section 12, of the
Financial Industry Regulatory Authority Rules of Fair Practice, complies with this paragraph.
new text end

new text begin (m) Conditions; stipulations; provisions. A broker-dealer is prohibited from entering
into a contract with a customer if the contract contains a condition, stipulation, or provision
that binds the customer to waive rights under chapter 80A; Minnesota Rules, chapter 2876;
or an order issued by the commissioner. A condition, stipulation, or provision included in
a contract subject to this paragraph is void.
new text end

new text begin (n) Principal office; employment. A broker-dealer whose principal office is located in
Minnesota must have at least one registered person employed on a full-time basis at the
principal office located in Minnesota. This paragraph does not apply to a broker-dealer
engaged solely in offering and selling:
new text end

new text begin (1) interests in a direct participation program; or
new text end

new text begin (2) securities issued by open-end investment companies, face amount certificate
companies, or unit investment trusts registered under the Investment Company Act of 1940,
United States Code, title 15, sections 80a-1 to 80a-64.
new text end

Sec. 3.

Minnesota Statutes 2024, section 80A.69, is amended to read:

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 the advisability of investing in, purchasing, or selling securities
or that, for compensation and as part of a regular business, issues or promulgates analyses
or reports relating to securities:

(1) to employ a device, scheme, or artifice to defraud another person; or

(2) to engage in an act, practice, or course of business that operates or would operate as
a fraud or deceit upon another person.

(b) Rules defining fraud. A rule adopted under this chapter may define an act, practice,
or course of business of an investment adviser or an investment adviser representative, other
than a supervised person of a federal covered investment adviser, as fraudulent, deceptive,
or manipulative, and prescribe means reasonably designed to prevent investment advisers
and investment adviser representatives, other than supervised persons of a federal covered
investment adviser, from engaging in acts, practices, and courses of business defined as
fraudulent, deceptive, or manipulative.

(c) Rules specifying contents of advisory contract. A rule adopted under this chapter
may specify the contents of an investment advisory contract entered into, extended, or
renewed by an investment adviser.

Sec. 4.

new text begin [80A.691] BROKER-DEALERS; AGENTS; DISHONEST OR UNETHICAL
BUSINESS PRACTICES.
new text end

new text begin Subdivision 1. new text end

new text begin Broker-dealers; standards and principles. new text end

new text begin A broker-dealer must observe
high standards of commercial honor and just and equitable principles of trade when
conducting the broker-dealer's business. An act or practice that is contrary to the standards
constitutes grounds for the administrator to deny, suspend, or revoke the broker-dealer's
registration or to take other action authorized by statute. For purposes of this subdivision,
an act or practice that is contrary to the standards includes:
new text end

new text begin (1) engaging in a pattern of unreasonable and unjustifiable delays with respect to: (i)
delivering securities purchased by a customer; or (ii) upon request, paying free credit balances
reflecting a customer's completed transactions;
new text end

new text begin (2) inducing trading in a customer's account that is excessive in size or frequency
considering the account's financial resources and character;
new text end

new text begin (3) recommending that a customer purchase, sell, or exchange a security without
reasonable grounds to believe the transaction or recommendation is suitable for the customer,
based on: (i) a reasonable inquiry regarding the customer's investment objectives, financial
situation, and needs; and (ii) other relevant information known by the broker-dealer;
new text end

new text begin (4) making a recommendation of any security transaction or investment strategy involving
securities, including account recommendations, to a retail customer if the recommendation
does not comply with the obligations set forth in Code of Federal Regulations, title 17,
section 240.15l-1;
new text end

new text begin (5) executing a transaction on behalf of a customer without the customer's authorization;
new text end

new text begin (6) exercising discretionary power to effect a transaction for a customer's account without
first obtaining written discretionary authority from the customer, unless the discretionary
power relates solely to the time the order is executed or the order's price;
new text end

new text begin (7) executing a transaction in a margin account without securing from the customer a
properly executed written margin agreement promptly after the account's initial transaction;
new text end

new text begin (8) failing to segregate customers' free securities or securities held in safekeeping;
new text end

new text begin (9) hypothecating a customer's securities without having a lien on the customer's
securities, unless the broker-dealer secures the customer's properly executed written consent
promptly after the initial transaction, except as permitted by Securities and Exchange
Commission regulations;
new text end

new text begin (10) entering into a transaction with or for a customer at a price that is not reasonably
related to the security's current market price, or receiving an unreasonable commission or
profit;
new text end

new text begin (11) failing to furnish to a customer purchasing securities in an offering, no later than
the due date for the transaction's confirmation: (i) a final prospectus; or (ii) a preliminary
prospectus and an additional document that, when combined with the preliminary prospectus,
includes all of the information included in the final prospectus;
new text end

new text begin (12) charging an unreasonable or inequitable fee for services performed, including: (i)
miscellaneous services that include but are not limited to collecting money due for principal,
dividends or interest, exchanging or transferring securities, appraisals, safekeeping, or
maintaining custody of securities; and (ii) other services related to the broker-dealer's
securities business;
new text end

new text begin (13) offering to buy or sell a security at a stated price if the broker-dealer is not prepared
to purchase or sell at the stated price and under the stated conditions at the time the offer
to buy or sell is made;
new text end

new text begin (14) representing that a security is being offered to a customer "at the market" or at a
price relevant to the market price, unless the broker-dealer knows or has reasonable grounds
to believe a market for the security exists other than the market made, created, or controlled
by: (i) the broker-dealer; (ii) a person for whom the broker-dealer is acting or with whom
the broker-dealer is associated with respect to the security's distribution; or (iii) a person
controlled by, controlling, or under common control with the broker-dealer;
new text end

new text begin (15) effecting a transaction in, or inducing the purchase or sale of, a security using a
manipulative, deceptive, or fraudulent device, practice, plan, program, design, or contrivance,
which includes but is not limited to:
new text end

new text begin (i) effecting a transaction in a security that involves no change in the security's beneficial
ownership;
new text end

new text begin (ii) entering an order to purchase or sell a security with the knowledge that at least one
other order for the same security that is substantially the same size, entered at substantially
the same time, and for substantially the same price as the order has been or will be entered
by or for the same or a different party to create (A) a false or misleading appearance of
active trading in the security, or (B) a false or misleading appearance with respect to the
market for the security. This item does not prohibit a broker-dealer from entering bona fide
agency cross transactions for the broker-dealer's customers; or
new text end

new text begin (iii) effecting, alone or with another person, a series of transactions in a security that
creates actual or apparent active trading in the security, or raises or reduces the price of the
security, to induce others to purchase or sell the security;
new text end

new text begin (16) guaranteeing a customer against loss in: (i) a securities account the broker-dealer
carries for the customer; (ii) a securities transaction effected by the broker-dealer; or (iii) a
securities transaction effected by the broker-dealer with or for the customer;
new text end

new text begin (17) publishing or circulating, or causing to be published or circulated, a notice, circular,
advertisement, newspaper article, investment service, or communication of any kind that
purports to: (i) report a transaction as a purchase or sale of a security, unless the broker-dealer
believes that the transaction was a bona fide purchase or sale of the security; or (ii) quote
the bid price or asked price for a security, unless the broker-dealer believes the quote
represents a bona fide bid for or offer of the security;
new text end

new text begin (18) using an advertising or sales presentation in a manner that is deceptive or misleading,
including but not limited to distributing: (i) nonfactual data, material, or a presentation based
on conjecture, unfounded claims, or unrealistic claims; or (ii) assertions in a brochure, flyer,
or display using words, pictures, graphs, or other representations that are designed to
supplement, detract from, supersede, or defeat a prospectus' or disclosure's purpose or effect;
new text end

new text begin (19) failing to disclose to a customer, before entering into a contract with or for a customer
to purchase or sell a security, that the broker-dealer is controlled by, controlling, affiliated
with, or under common control with the security's issuer. If a disclosure under this clause
is not made in writing, the disclosure must be supplemented by giving or sending written
disclosure before or at the time the transaction is completed;
new text end

new text begin (20) failing to make a bona fide public offering of all of the securities allotted to a
broker-dealer for distribution, whether the securities are acquired as an underwriter, as a
selling group member, or from a member participating in the distribution as an underwriter
or selling group member;
new text end

new text begin (21) failing or refusing to: (i) furnish a customer, upon reasonable request, information
the customer is entitled to; or (ii) respond to a formal written request or complaint;
new text end

new text begin (22) failing to pay and fully satisfy a final judgment or arbitration award resulting from
an arbitration or court proceeding relating to an investment and initiated by the customer,
unless: (i) the customer and broker-dealer, or broker-dealer's agent, agree in writing to an
alternative payment arrangement; and (ii) the broker-dealer or broker-dealer's agent complies
with the terms of the alternative payment arrangement;
new text end

new text begin (23) attempting to avoid paying a final judgment or arbitration award resulting from an
arbitration or court proceeding relating to an investment and initiated by the customer,
unless: (i) the customer and broker-dealer, or broker-dealer's agent, agree in writing to an
alternative payment arrangement; and (ii) the broker-dealer or broker-dealer's agent complies
with the terms of the alternative payment arrangement;
new text end

new text begin (24) failing to pay and fully satisfy a fine, civil penalty, order of restitution, order of
disgorgement, or similar monetary payment obligation imposed upon the broker-dealer or
broker-dealer's agent by the Securities and Exchange Commission, a state or provincial
securities or other financial services regulator, or a self-regulatory organization;
new text end

new text begin (25) accessing a client's account by using the client's unique identifying information,
including but not limited to the client's username and password;
new text end

new text begin (26) in connection with soliciting a sale or purchase of an over-the-counter non-NASDAQ
security, failing to promptly provide the most current prospectus or the most recently filed
periodic report filed under Section 13 of the Securities Exchange Act of 1934, United States
Code, title 15, section 78m, as amended, if the broker-dealer receives a request from a
customer;
new text end

new text begin (27) marking an order ticket or confirmation as unsolicited if the transaction is solicited;
new text end

new text begin (28) for each month in which activity has occurred in a customer's account and no less
frequently than once every three months regardless of whether customer account activity
has occurred, failing to provide the customer with an account statement that, with respect
to all over-the-counter non-NASDAQ equity securities in the account, contains a value for
each security based on the closing market bid on a date certain. This clause applies only if
the broker-dealer has been a market maker in the security at any time during the month in
which the monthly or quarterly statement is issued; or
new text end

new text begin (29) failing to comply with an applicable provision of the Financial Industry Regulatory
Authority conduct rules or an applicable fair practice or ethical standard promulgated by
the Securities and Exchange Commission or a self-regulatory organization approved by the
Securities and Exchange Commission.
new text end

new text begin Subd. 2. new text end

new text begin Broker-dealer's agents; standards and principles. new text end

new text begin A broker-dealer's agent
must observe high standards of commercial honor and just and equitable principles of trade
when conducting the broker-dealer's agent's business. An act or practice that is contrary to
the standards constitutes grounds for the administrator to deny, suspend, or revoke the
broker-dealer's agent's registration or to take other action authorized by statute. For purposes
of this subdivision, an act or practice that is contrary to the standards includes:
new text end

new text begin (1) lending to or borrowing from a customer money or securities, or acting as a custodian
for a customer's money, securities, or executed stock power, unless otherwise permissible
under FINRA Rule 3240 or any successor federal law;
new text end

new text begin (2) effecting securities transactions that are not recorded on the regular books or records
maintained by the broker-dealer the broker-dealer's agent represents, unless the transactions
are authorized in writing by the broker-dealer before executing the transaction or exempt
as subscription-way transactions under Rule 17a-3 of the Securities Exchange Act of 1934
or any successor federal law;
new text end

new text begin (3) establishing or maintaining an account that contains fictitious information in order
to execute transactions that are otherwise prohibited;
new text end

new text begin (4) sharing directly or indirectly in profits or losses in a customer account without the
written authorization from the customer and the broker-dealer the broker-dealer's agent
represents;
new text end

new text begin (5) dividing or otherwise splitting the broker-dealer's agent's commissions, profits, or
other compensation from purchasing or selling securities with a person who is not also
registered as a broker-dealer's agent for the same broker-dealer or for a broker-dealer under
direct or indirect common control or unless otherwise allowed under Securities and Exchange
Commission rules, guidance, or authorization; or
new text end

new text begin (6) engaging in the conduct specified under subdivision 1, clause (2), (3), (4), (5), (6),
(7), (10), (11), (15), (16), (17), (18), (22), (23), (24), (25), (26), (27), (28), or (29).
new text end

new text begin Subd. 3. new text end

new text begin Conduct specified not exclusive. new text end

new text begin The conduct identified as a violation under
subdivisions 1 and 2 is not exclusive. A broker-dealer or broker-dealer's agent that engages
in other conduct, including but not limited to forgery, embezzlement, nondisclosure,
incomplete disclosure, misstatement of material facts, or manipulative or deceptive practices,
is also subject to denial, suspension, or revocation of registration.
new text end

Sec. 5.

Minnesota Statutes 2024, section 80C.12, subdivision 1, is amended to read:

Subdivision 1.

Grounds.

The commissioner, with or without prior notice or hearing,
may issue a cease and desist order and may issue an order denying, suspending or revoking
any registration, amendment or exemption on finding any of the following:

deleted text begin (a) deleted text end new text begin (1) new text end that the applicant, registrant or franchisor or any officer, director, agent or
employee thereof or any other person has violated or failed to comply with any provision
of sections 80C.01 to 80C.22 or any rule or order of the commissioner;

deleted text begin (b) deleted text end new text begin (2) new text end that the offer, sale, or purchase of the franchise would constitute misrepresentation
to or deceit or fraud upon purchasers thereof, or has worked or tended to work a fraud upon
purchasers or would so operate;

deleted text begin (c) deleted text end new text begin (3) new text end that the applicant, registrant or franchisor or any officer, director, agent or
employee thereof or any other person is engaging or about to engage in false, fraudulent or
deceptive practices in connection with the offer and sale of a franchise;

deleted text begin (d) deleted text end new text begin (4) new text end that any person identified in a public offering statement has been new text begin : new text end new text begin (i) new text end convicted
of an offense new text begin or held liable in a civil action by final judgment new text end described in section 80C.04, new text begin
subdivision 1, paragraph (e), new text end clause deleted text begin (5) deleted text end new text begin (1) new text end new text begin , has a civil or criminal action pending as described
in section 80C.04, subdivision 1, paragraph (e), clause (5) new text end , or is subject to an order deleted text begin , or has
had a civil judgment entered against the person as described in section 80C.04, clause (5), deleted text end new text begin
described in section 80C.04, subdivision 1, paragraph (e), clauses (2) to (4); new text end and new text begin (ii) new text end the
involvement of the person in the business of the applicant or franchisor creates a substantial
risk to prospective franchisees;

deleted text begin (e) deleted text end new text begin (5) new text end that the financial condition of the franchisor adversely affects or would adversely
affect the ability of the franchisor to fulfill its obligations under the franchise agreement;

deleted text begin (f) deleted text end new text begin (6) new text end that the franchisor's enterprise or method of business includes or would include
activities which are illegal where performed; new text begin or
new text end

deleted text begin (g) deleted text end new text begin (7) new text end that the method of sale or proposed method of sale of franchises or the operation
of the business of the franchisor or any term or condition of the franchise agreement or any
practice of the franchisor is or would be unfair or inequitable to franchisees.

ARTICLE 4

UNCLAIMED PROPERTY

Section 1.

Minnesota Statutes 2024, section 345.31, is amended by adding a subdivision
to read:

new text begin Subd. 10. new text end

new text begin Virtual currency. new text end

new text begin "Virtual currency" means a digital representation of value
used as a medium of exchange, unit of account, or store of value that does not have legal
tender status recognized by the United States. Virtual currency does not include:
new text end

new text begin (1) software or protocols governing the transfer of the digital representation of value;
new text end

new text begin (2) game-related digital content; or
new text end

new text begin (3) a loyalty card or gift card.
new text end

Sec. 2.

new text begin [345.382] FUNDS HELD FOR THE PREPAYMENT OF
FUNERAL-RELATED EXPENSES.
new text end

new text begin Funds on deposit or held in trust for the prepayment of a funeral or other funeral-related
expenses are presumed abandoned at the earliest of:
new text end

new text begin (1) three years after the date of death of the beneficiary;
new text end

new text begin (2) one year after the date the beneficiary has attained, or would have attained if living,
the age of 105, if the holder does not know whether the beneficiary is deceased; or
new text end

new text begin (3) 30 years after the contract for prepayment was executed.
new text end

Sec. 3.

new text begin [345.384] VIRTUAL CURRENCY.
new text end

new text begin (a) Virtual currency is presumed abandoned three years after the apparent owner's latest
indication of interest in the virtual currency.
new text end

new text begin (b) For purposes of this section, an indication of an apparent owner's interest in virtual
currency includes:
new text end

new text begin (1) a record communicated by the apparent owner to the holder or agent of the holder
concerning the property or the account in which the property is held;
new text end

new text begin (2) an oral communication by the apparent owner to the holder or agent of the holder
concerning the property or the account in which the property is held, if the holder or its
agent contemporaneously makes and preserves a record of the fact of the apparent owner's
communication;
new text end

new text begin (3) a distribution, or evidence of receipt of a distribution made by electronic or similar
means; or
new text end

new text begin (4) activity directed by an apparent owner in the account in which the property is held,
including accessing the account or information concerning the account, or a direction by
the apparent owner to increase, decrease, or otherwise change the amount or type of virtual
currency held in the account.
new text end

new text begin (c) An action by an agent or other representative of an apparent owner, other than the
holder acting as the apparent owner's agent, is presumed to be an action on behalf of the
apparent owner.
new text end

new text begin (d) A communication with an apparent owner by a person other than the holder or the
holder's representative is not an indication of interest in the property by the apparent owner
unless a record of the communication evidences the apparent owner's knowledge of a right
to the property.
new text end

Sec. 4.

Minnesota Statutes 2024, section 345.43, is amended by adding a subdivision to
read:

new text begin Subd. 2b. new text end

new text begin Virtual currency. new text end

new text begin (a) If property reported to the commissioner is virtual
currency, the holder must liquidate the virtual currency and remit the proceeds to the
commissioner.
new text end

new text begin (b) The liquidation must occur anytime within 30 days before filing the report under
section 345A.26. The owner does not have recourse against the holder or the commissioner
to recover any gain in value that occurs after the liquidation of the virtual currency under
this subdivision.
new text end

new text begin (c) If a holder cannot liquidate virtual currency and cannot otherwise cause virtual
currency to be liquidated, the holder must promptly notify the commissioner in writing and
explain the reasons the virtual currency cannot be liquidated. The commissioner has absolute
and sole discretion to direct the holder to:
new text end

new text begin (1) transfer the virtual currency that cannot be liquidated to a custodian selected by the
commissioner; or
new text end

new text begin (2) continue to hold the virtual currency until the commissioner or the holder determines
that the virtual currency can be liquidated pursuant to this chapter.
new text end

APPENDIX

Repealed Minnesota Statutes: H4188-2

48.158 SETTLEMENT OF CHECKS AT LESS THAN PAR.

No bank or trust company organized under the laws of this state shall settle any check drawn on it otherwise than at par. The provisions of this section shall not apply with respect to the settlement of a check sent to such bank or trust company as a special collection item. This section is in effect on and after November 1, 1968.

53B.69 DEFINITIONS.

Subd. 3b.

New customer.

"New customer" means a consumer transacting at a kiosk in Minnesota who has been a customer with a virtual currency kiosk operator for less than 72 hours. After a 72-hour period has elapsed from the day of first signing up as a customer with a virtual currency kiosk operator, the customer will be considered an existing customer and no longer subject to the new customer transaction limit described in section 53B.75, subdivision 5, paragraph (a).

Subd. 3c.

Existing customer.

"Existing customer" means a consumer transacting at a kiosk in Minnesota who has been a customer with a virtual currency kiosk operator for more than a 72-hour period. A new customer will automatically convert to an existing customer after the 72-hour period of first becoming a new customer. An existing customer is subject to the transaction limits described in section 53B.75, subdivision 5, paragraph (b).

53B.75 VIRTUAL CURRENCY KIOSKS.

Subdivision 1.

Disclosures on material risks.

(a) Before entering into an initial virtual currency transaction for, on behalf of, or with a person, the virtual currency kiosk operator must disclose in a clear, conspicuous, and easily readable manner all material risks generally associated with virtual currency. The disclosures must be displayed on the screen of the virtual currency kiosk with the ability for a person to acknowledge the receipt of the disclosures. The disclosures must include at least the following information:

(1) virtual currency is not legal tender, backed or insured by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation, National Credit Union Administration, or Securities Investor Protection Corporation protections;

(2) some virtual currency transactions are deemed to be made when recorded on a public ledger, which may not be the date or time when the person initiates the transaction;

(3) virtual currency's value may be derived from market participants' continued willingness to exchange fiat currency for virtual currency, which may result in the permanent and total loss of a particular virtual currency's value if the market for virtual currency disappears;

(4) a person who accepts a virtual currency as payment today is not required to accept and might not accept virtual currency in the future;

(5) the volatility and unpredictability of the price of virtual currency relative to fiat currency may result in a significant loss over a short period;

(6) the nature of virtual currency means that any technological difficulties experienced by virtual currency kiosk operators may prevent access to or use of a person's virtual currency; and

(7) any bond maintained by the virtual currency kiosk operator for the benefit of a person may not cover all losses a person incurs.

(b) The virtual currency kiosk operator must provide an additional disclosure, which must be acknowledged by the person, written prominently and in bold type, and provided separately from the disclosures above, stating: "WARNING: LOSSES DUE TO FRAUDULENT OR ACCIDENTAL TRANSACTIONS ARE NOT RECOVERABLE AND TRANSACTIONS IN VIRTUAL CURRENCY ARE IRREVERSIBLE. VIRTUAL CURRENCY TRANSACTIONS MAY BE USED BY SCAMMERS IMPERSONATING LOVED ONES, THREATENING JAIL TIME, AND INSISTING YOU WITHDRAW MONEY FROM YOUR BANK ACCOUNT TO PURCHASE VIRTUAL CURRENCY."

Subd. 2.

Disclosures.

(a) A virtual currency kiosk operator must disclose all relevant terms and conditions generally associated with the products, services, and activities of the virtual currency kiosk operator and virtual currency. A virtual currency kiosk operator must make the disclosures in a clear, conspicuous, and easily readable manner. The disclosures under this subdivision must address at least the following:

(1) the person's liability for unauthorized virtual currency transactions;

(2) the person's right to:

(i) stop payment of a virtual currency transfer and the procedure to stop payment;

(ii) receive a receipt, trade ticket, or other evidence of a transaction at the time of the transaction; and

(iii) prior notice of a change in the virtual currency kiosk operator's rules or policies;

(3) under what circumstances the virtual currency kiosk operator, without a court or government order, discloses a person's account information to third parties; and

(4) other disclosures that are customarily provided in connection with opening a person's account.

(b) Before each virtual currency transaction for, on behalf of, or with a person, a virtual currency kiosk operator must disclose the transaction's terms and conditions in a clear, conspicuous, and easily readable manner. The disclosures under this subdivision must address at least the following:

(1) the amount of the transaction;

(2) any fees, expenses, and charges, including applicable exchange rates;

(3) the type and nature of the transaction;

(4) a warning that once completed, the transaction may not be reversed;

(5) a daily virtual currency transaction limit of no more than $2,000;

(6) the difference in the virtual currency's sale price compared to the current market price; and

(7) other disclosures that are customarily given in connection with a virtual currency transaction.

Subd. 3.

Acknowledgment of disclosures.

Before completing a transaction, a virtual currency kiosk operator must ensure that each person who engages in a virtual currency transaction using the virtual currency operator's kiosk acknowledges receipt of all disclosures required under this section via confirmation of consent. Additionally, upon a transaction's completion, the virtual currency kiosk operator must provide a person with a physical receipt, or a virtual receipt sent to the person's email address or SMS number, containing the following information:

(1) the virtual currency kiosk operator's name and contact information, including a telephone number to answer questions and register complaints;

(2) the type, value, date, and precise time of the transaction, transaction hash, and each virtual currency address;

(3) the fees charged;

(4) the exchange rate;

(5) a statement of the virtual currency kiosk operator's liability for nondelivery or delayed delivery;

(6) a statement of the virtual currency kiosk operator's refund policy; and

(7) any additional information the commissioner of commerce may require.

Subd. 4.

Refunds for new customers.

A virtual currency kiosk operator must issue a refund to a new customer for the full amount of all transactions made within the 72-hour new customer time period, as described in section 53B.69, subdivision 3b, upon request of the customer. In order to receive a refund under this subdivision, a customer must:

(1) have been fraudulently induced to engage in the virtual currency transactions; and

(2) within 14 days of the last transaction to occur during the 72-hour new customer time period, contact the virtual currency kiosk operator and a government or law enforcement agency to inform them of the fraudulent nature of the transaction.

Subd. 5.

Transaction limits.

(a) There is an established maximum daily transaction limit of $2,000 for each new customer of a virtual currency kiosk.

(b) The maximum daily transaction limit of an existing customer shall be decided by each virtual currency kiosk operator in compliance with federal law.