MN SF138

Creates MNvest registration exemption allowing Minnesota-organized entities to raise capital through crowdfunding portals without full securities registration if requirements are met

Establishes issuer qualifications including principal office in Minnesota, 80% of assets in Minnesota, 80% of gross revenue from Minnesota operations, and prohibition on limiting liability for fraud

Sets offering limits at $2,000,000 per 12-month period with audited/reviewed financials or $1,000,000 without, with individual investor purchases capped at $10,000 per offering unless accredited

Requires offerings conducted exclusively through MNvest portals that verify Minnesota residency, provide prescribed disclosures, hold funds in escrow until minimum raised, and impose transfer restrictions on securities

Establishes portal operator registration requirements including $200 filing fee, restrictions on investment advice and transaction-based compensation, and five-year record retention obligations; disqualifies certain persons with fraud convictions or regulatory violations