Minn. Stat. § 80A.58 – Section 403; Investment Adviser Registration Requirement and Exemptions

(a) Registration requirement. It is unlawful for a person to transact business in this state as an investment adviser unless the person is registered under this chapter as an investment adviser or is exempt from registration as an investment adviser under subsection (b).
(b) Exemptions from registration. The following persons are exempt from the registration requirement of subsection (a):
1. (1) any person whose only clients in this state are:
  (A) federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter;
  (B) institutional investors;
  (C) accredited investors;
  (D) bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or
  (E) any other client exempted by rule adopted or order issued under this chapter;
2. (2) a person without a place of business in this state if the person has had, during the preceding 12 months, not more than five clients that are resident in this state in addition to those specified under paragraph (1); or
3. (3) any other person exempted by rule adopted or order issued under this chapter.
(c) Limits on employment or association. It is unlawful for an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to investment advice in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with an investment adviser, federal covered investment adviser, or broker-dealer by an order under this chapter, the Securities and Exchange Commission, or a self-regulatory organization, unless the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from the investment adviser and for good cause, the administrator, by order, may waive, in whole or in part, the application of the prohibitions of this subsection to the investment adviser.