Equity Crowdfunding In Minnesota aka MNvest Is Finally Real

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MNvestMinnesota Intrastate Equity Crowdfunding, aka MNvest, is now legitimately ready for use.

MNvest aims to provide wider, cheaper, and faster access to funding for entrepreneurs by offering a new way to access 3rd party capital from the un-accredited masses.

It follows a wave of investor deregulation stemming from the JOBS Act of 2012 and Minnesota now joins over 20 state peers with it’s own localized version of exemptions alongside Title III federal crowdfunding.

The law was passed last year by the Minnesota legislature and signed by Gov. Mark Dayton on June 15, 2015.

Under the law, Minnesotans can buy qualified securities offered by a registered Minnesota business with the potential to share in the company profits or get a financial return on their investment. They can also lose their money as this is risky business, hence the reason it’s been reserved, until now, to those deemed accredited.

Minnesota’s Department of Commerce recently laid out final rules governing MNvest, and starting today, eligible businesses can use a crowdfunding exemption from securities registration to raise investment funds by selling securities to Minnesota residents.

Here’s a high level outline of what to know about MNvest:

The Law – Minnesota Statute 80A.461

Minnesota Department of Commerce Rules

Three main actors in the intrastate equity crowdfunding dynamic:

  • issuers – those who are seeking to raise capital by issuing some form of security or financial instrument.
  • portals – those who are providing an independent platform for issuers to list their offerings.
  • investors – those who are giving their money to the issuer through a portal (or directly to issuer).

Issuers

+Must be based in Minnesota (80% of re/assets/funds raised)

+Must register 10+ days before offering

+Can use a 3rd party portal -or- be their own portal

+Fees will vary depending on amount being raised, the type of security, and complexity of the business.  Legal and accounting are likely the largest, followed by escrow and state fees.

+Can raise up to $2 million in a 12-month period if its financial statements have been audited or reviewed by a certified public accountant.

+Can raise up to $1 million in a 12-month period if its financial statements have not been audited or reviewed by a certified public accountant.

Portals

+Must register with the state

+Must act neutral in terms of promotion or opinions of Issuers (if not a registered broker dealer).

+Must keep records

+Must block non-Minnesota residents

Investors

+Must be a Minnesota resident

+Are not required to register with the state, just the portal

+May invest up to $10,000 in connection with a single MNvest offering

+May participate in unlimited number of offerings

+Could lose all their money

MNvest is hosting a launch party tonight in celebration of this milestone.

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Comments

  • Zach Robins

    Thanks for diligently covering over the past two years, Jeff! Excited to see how MNvest gets used. Tonight we are hosting a launch party. More details and RSVP here: http://www.meetup.com/CrowdfundMN/events/231696358/

    • http://tech.mn Jeff Pesek

      You’re welcome Zach, hope to see it used by entrepreneurs and investors to make more business happen!

  • http://twitter.com/casey__allen Casey Allen

    There doesn’t yet appear to be any portals registered with the state but presumably they will be listed here:

    https://mn.gov/commerce/industries/securities/mnvest/portal-operators.jsp

    Does anyone know any entities currently pursuing becoming a portal for MN?

    • http://tech.mn Jeff Pesek

      Correct, there are none currently registered with the state. It’s unclear of the state is going to publish or maintain a list. You would think they would, but it’s not an explicit requirement as far as one can tell.

      I’ve heard various individuals expressing interest in becoming a portal, however, action > words. I think the big unknown around portal creation/launch: if we build it, will they come?

      The good thing is that a portal is not necessary for issuers, as they can act as their own portal.

      • http://twitter.com/casey__allen Casey Allen

        Tip to anyone contemplating launching a portal:

        What would be super smart is to pull in tech.mn data on the company, founders, and industry to further bolster the data set prospective investors are operating off of.

        That way you’re not just a dumb craigslist for startups.

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