An individual's "immediate family" means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, and sister-in-law of the individual and any other person, other than a tenant or employee, sharing the household of the individual.
An individual exempt from registration as an agent under Minnesota Statutes, section 80A.57 (b)(11), may perform only the following acts:
introduce prospective investors to issuers and issuers to prospective investors for compensation, if any, from the issuer only;
furnish to an issuer services that do not involve dealings with prospective investors if compensation for the services is not contingent, by agreement or in fact, upon investment by prospective investors; and
engage in communications and dealings with prospective investors that are unrelated to the investors' possible investment in the issuer.
An individual relying upon this exemption is not required to conduct any independent investigation or review of the issuer's offering materials.
An individual exempt from registration as an agent under Minnesota Statutes, section 80A.57 (b)(11), must disclose, or ensure that the issuer discloses, clearly and conspicuously in writing, to each investor prior to the time the investor enters into a binding agreement to purchase the issuer's securities to be sold in connection with the individual's services as an agent the following information:
the amount of or method of calculation for any proposed payment by the issuer to the agent for the individual's services as an agent or in any other capacity for the issuer; and
any beneficial interest, direct or indirect, held by or to be acquired as part of the proposed payment to the individual acting as an agent, or held by or to be acquired as part of the proposed payment to a member of the individual's immediate family, in the issuer's securities.
It is unlawful for an individual exempt from registration as an agent under Minnesota Statutes, section 80A.57 (b)(11), to act as an agent in connection with an offer or sale of a security that violates Minnesota Statutes, section 80A.49, unless the individual:
[NOTICE REQUIRED BY MINNESOTA STATUTES, SECTION 80A.57 (b)(11)(D)]
STATE OF MINNESOTA
DEPARTMENT OF COMMERCE
85 SEVENTH PLACE EAST, SUITE 500
ST. PAUL, MINNESOTA 55101-2198
In accordance with the requirements of Minnesota Statutes, section 80A.57 (b)(11)(D), the undersigned, intending to represent one or more issuers with respect to an offer or sale of the issuer's securities in offerings that are exempted by Minnesota Statutes, section 80A.46 (11) or 80A.46 (14) provides the following information to the Minnesota Department of Commerce:
_ |
Full Legal Name of Individual |
_ |
Current Principal Business Address |
_ |
Current Principal Business Telephone Number |
_ |
Current Principal Business Email Address |
_ |
Any Other Name(s) Used by Undersigned in Prior Five Years |
____ Yes | ____ No | The undersigned is, or within the prior five years has been, |
licensed by or registered with a state or federal government, government agency, or a self-regulatory organization, commodities exchange, or securities exchange as a broker-dealer, registered representative, investment adviser, or investment adviser representative. If yes, please provide IARD/CRD number(s): ______________________________________________ |
The undersigned undertakes to notify the Commissioner of Commerce in writing of any change in the foregoing information within five business days of the change.
_ | |
Signature of Individual | |
_ | |
Date |
34 SR 593
November 23, 2009
Official Publication of the State of Minnesota
Revisor of Statutes