Terms Used In Minnesota Statutes > Chapter 80A > GENERAL PROVISION

• Accredited investor: means an accredited investor as the term is defined in Rule 501(a) of Regulation D adopted pursuant to the Securities Act of 1933. See Minnesota Statutes 80A.41
• Administrator: means the commissioner of commerce. See Minnesota Statutes 80A.41
• Agent: means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer in effecting or attempting to effect purchases or sales of the issuer's securities. See Minnesota Statutes 80A.41
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
• Appraisal: A determination of property value.
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Bank: means :

  (A) a banking institution organized under the laws of the United States;

  (B) a member bank of the Federal Reserve System;

  (C) any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the Comptroller of the Currency pursuant to Section 1 of Public Law 87-722 (12 U. See Minnesota Statutes 80A.41

• Broker-dealer: means a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. See Minnesota Statutes 80A.41
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Contract: A legal written agreement that becomes binding when signed.
• Conviction: A judgement of guilt against a criminal defendant.
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Dependent: A person dependent for support upon another.
• Depository institution: means :

  (A) a bank; or

  (B) a savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law. See Minnesota Statutes 80A.41

• Employee: includes an independent contractor who performs advisory functions on behalf of an investment adviser. See Minnesota Statutes 80A.41
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Federal covered investment adviser: means a person registered under the Investment Advisers Act of 1940. See Minnesota Statutes 80A.41
• Federal Reserve System: The central bank of the United States. The Fed, as it is commonly called, regulates the U.S. monetary and financial system. The Federal Reserve System is composed of a central governmental agency in Washington, D.C. (the Board of Governors) and twelve regional Federal Reserve Banks in major cities throughout the United States. ^{Source: OCC}
• Fiduciary: A trustee, executor, or administrator.
• Filing: means the receipt under this chapter of a record by the administrator or a designee of the administrator. See Minnesota Statutes 80A.41
• Fraud: Intentional deception resulting in injury to another.
• Funding portal: means any person acting as a funding portal as defined in section 3(a)(80) of the Securities Exchange Act of 1934, United States Code, title 15, § 78c(a)(80), and any rule adopted or order issued thereunder. See Minnesota Statutes 80A.41
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Guaranteed: means guaranteed as to payment of all principal and all interest. See Minnesota Statutes 80A.41
• Insurance company: means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state. See Minnesota Statutes 80A.41
• Insured: means insured as to payment of all principal and all interest. See Minnesota Statutes 80A.41
• International banking institution: means an international financial institution of which the United States is a member and whose securities are exempt from registration under the Securities Act of 1933. See Minnesota Statutes 80A.41
• Investment adviser: means a person that, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. See Minnesota Statutes 80A.41
• Investment adviser representative: means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds herself or himself out as providing investment advice, receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice, or supervises employees who perform any of the foregoing. See Minnesota Statutes 80A.41
• Issuer: means a person that issues or proposes to issue a security, subject to the following:

  (A) The issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a board of directors or individuals performing similar functions is the person performing the acts and assuming the duties of depositor or manager pursuant to the trust or other agreement or instrument under which the security is issued. See Minnesota Statutes 80A.41

• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• Month: means a calendar month and "year" means a calendar year, unless otherwise expressed; and "year" is equivalent to the expression "year of our Lord. See Minnesota Statutes 645.44
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• Offer to purchase: includes an attempt or offer to obtain, or solicitation of an offer to sell, a security or interest in a security for value. See Minnesota Statutes 80A.41
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Person: means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity. See Minnesota Statutes 80A.41
• Person: may extend and be applied to bodies politic and corporate, and to partnerships and other unincorporated associations. See Minnesota Statutes 645.44
• Private fund: means an issuer that would be an investment company as defined in Section 3 of the Investment Company Act of 1940 but for section 3(c)(1) or 3(c)(7) of that act. See Minnesota Statutes 80A.41
• Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
• Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.
• Qualifying private fund: means a private fund that meets the definition of a qualifying private fund in SEC Rule 203(m)-1, 17 C. See Minnesota Statutes 80A.41
• Sale: includes every contract of sale, contract to sell, or disposition of, a security or interest in a security for value, and "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value. See Minnesota Statutes 80A.41
• Securities and Exchange Commission: means the United States Securities and Exchange Commission. See Minnesota Statutes 80A.41
• Security: means a note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a "security"; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. See Minnesota Statutes 80A.41
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• Small business: means a business entity organized for profit, including but not limited to any individual, partnership, corporation, joint venture, association or cooperative, which entity:

  (1) is not an affiliate or subsidiary of a business dominant in its field of operation; and

  (2) has 20 or fewer full-time employees; or

  (3) in the preceding fiscal year has not had more than the equivalent of $1,000,000 in annual gross revenues; or

  (4) if the business is a technical or professional service, shall not have had more than the equivalent of $2,500,000 in annual gross revenues in the preceding fiscal year. See Minnesota Statutes 645.445

• State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Minnesota Statutes 80A.41
• state: extends to and includes the District of Columbia and the several territories. See Minnesota Statutes 645.44
• Statute: A law passed by a legislature.
• Subpoena: A command to a witness to appear and give testimony.
• Tax: means any fee, charge, exaction, or assessment imposed by a governmental entity on an individual, person, entity, transaction, good, service, or other thing. See Minnesota Statutes 645.44
• Trustee: A person or institution holding and administering property in trust.
• Venture capital fund: means a private fund that meets the definition of a venture capital fund in SEC Rule 203(1)-1, 17 C. See Minnesota Statutes 80A.41