Exemptions • Minnesota law enumerates specific scenarios exempt from franchise registration (Minn. Stat. § 80C.03): • Sales by franchise owners (not the franchisor). • Transfers by certain legal representatives (executor, administrator, sheriff, trustee, conservator). • Sales to banks or insurance companies. • Franchises involving securities registered under state or federal law. • Single, isolated franchise sales under certain conditions. • Sales to experienced franchisees deriving at least 80% of revenue from other sources.
• Out-of-state sales to non-Minnesota residents. • Other exemptions by order of the Commissioner. • Legal consultation is strongly advised before relying on any exemption.
Fees • Initial franchise registration : $400 • Annual renewal (no material change) : $200 • Annual renewal (with material amendment to the FDD) : $300 (most renewals involve amendments) • Amendment fee : $100 • Interpretive opinion fee : $50 These fees are payable to the Minnesota Department of Commerce. As of 2021, registration and renewals must be filed online via the ComOnline portal . Filing Timeline • ComOnline : ComOnline is the Minnesota Department of Commerce’s electronic franchise filing system. With ComOnline users can search Franchisor information, view the status of a franchise’s registration, register a new franchise or renew the registration of an existing franchise. • Allow at least three to four weeks for application review. • All contracts, seller forms, accountancy consents, and fee payments must accompany the application. Other State Laws and Interpretive Opinions Laws vary significantly by state, so franchisors selling outside Minnesota should seek state-specific guidance. Minnesota also allows franchisors to request formal opinions on coverage, registration, or exemption for a fee.
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