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    Subdivision 1. Requirement. It is unlawful for any person to transact business in this state
as a broker-dealer or agent unless licensed under this chapter.
    Subd. 2. Agent license. It is unlawful for any broker-dealer or issuer to employ an agent as a
representative in this state unless the agent is licensed. The licensing of an agent is not effective
during any period when the agent is not associated with a specified broker-dealer licensed under
this chapter or a specified issuer. No agent shall at any time represent more than one broker-dealer
or issuer, except that where broker-dealers affiliated by direct common control are licensed under
this chapter, an agent may represent the broker-dealer. When an agent begins or terminates
employment with a broker-dealer or issuer, or begins or terminates those activities which make
that person an agent, the agent as well as the broker-dealer or issuer shall promptly notify the
commissioner or the commissioner's designated representative.
A broker-dealer or investment adviser is affiliated by direct common control when 80 percent
or more of the equity of each broker-dealer or investment adviser is beneficially owned by the
same person or group of persons.
    Subd. 3. Investment adviser license. It is unlawful for any person to transact business in
this state as an investment adviser unless that person is so licensed or licensed as a broker-dealer
as described in section 80A.14, subdivision 9, clause (3), or unless: (1) that person's only clients
in this state are investment companies as defined in the Investment Company Act of 1940,
other investment advisers, broker-dealers, banks, trust companies, savings associations, federal
covered advisers insurance companies, corporations with a class of equity securities registered
under section 12(b) or 12(g) of the Securities Exchange Act of 1934, small business investment
companies, and government agencies or instrumentalities, whether acting for themselves or as
trustees with investment control, or other institutional buyers; or (2) that person has no place of
business in this state and during the preceding 12-month period has had fewer than six clients
who are residents of this state.
    Subd. 4. Renewal. Every license or notice filing expires on December 31 of each year unless
an application for renewal has been received by the commissioner by November 15.
    Subd. 5. Federal covered adviser limitations. Except with respect to advisers whose only
clients are those described in subdivision 3, it is unlawful for a federal covered adviser to conduct
advisory business in this state unless the person complies with section 80A.05, subdivision 1a.
History: 1973 c 451 s 4; 1981 c 140 s 1; 1983 c 284 s 2,3; 1986 c 444; 1995 c 202 art 1 s
25; 1997 c 222 s 10-12; 3Sp1997 c 3 s 4; 2000 c 483 s 37,38
NOTE: This section is repealed by Laws 2006, chapter 196, article 1, section 51, effective
August 1, 2007. Laws 2006, chapter 196, article 1, section 52.

Official Publication of the State of Minnesota
Revisor of Statutes