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State agency finalizes MNvest rules

You can buy more than a pint or a growler from that craft brewery your buddies are planning. You could own a piece of that business or another startup now that rules for MNvest, Minnesota’s equity crowdfunding program for small businesses, have taken effect.

MNvest offers small businesses in the state the opportunity to raise money from Minnesotans with a few thousand dollars to invest rather than, in most cases, only accredited investors, those who make more than $200,000 a year, or have a net worth of more than $1 million.

The program allows individuals to invest up to $10,000 in a single company’s MNvest offering (with no limit for accredited investors). A company could raise up to $2 million in a 12-month period if its financial statements have been audited or reviewed by a public accountant or up to $1 million in the same period if its statements have not been audited or reviewed.

Breweries, restaurants and real estate investment groups are likely candidates for this crowdfunding cash, along with high-tech, manufacturing and service-based businesses, MNvest backers say.

Chris Larson, CEO and head brewer of Tilion Brewing Co. in Cannon Falls, said the startup has had good results raising money with an alternative similar to MNvest that allows a broader range of investors to buy shares in a small business.

Larson, his brother and chief customer officer Scott Larson, and chief operating officer Ryan Seabright have raised nearly half of the $400,000 they need for the destination brewery they hope to open this fall. The group would have used MNvest if it had been available when they set out to raise money from investors.

“For us it was important as we started looking at different funding options for the brewery to have community involvement,” Larson said. “We could get non-accredited investors who are going to be patrons in our brewery and give them an opportunity to be part of it. As a result, the community has rallied behind the brewery.”

Under the MNvest rules, a company can offer an investment only through an online MNvest internet portal run by a portal operator or broker-dealer registered with the Commerce Department. The department had received several inquiries from people interested in creating portals but had received no portal operator registration applications as of Friday, a spokesman said.

Regulations under which the internet crowdfunding program can operate took effect June 20, a year after Gov. Mark Dayton signed the bill including MNvest into law. The Department of Commerce first had to complete its rules-writing process, then Commerce Commissioner Mike Rothman and Dayton had to approve the rules before a final review took place.

Minnesota joins Wisconsin and nearly two dozen other states offering equity crowdfunding programs. Federal rules governing interstate crowdfunding for businesses soliciting funds across state lines took effect on May 16.

While investors will have the potential to share in profits or receive other financial returns on their investments, an investment in the program also carries risk. “As with any investment, prospective investors need to exercise diligence, carefully evaluate the company and understand all the risks involved,” Rothman said in a statement.

Still, MNvest “opens the means of wealth building to a much broader audience,” said Marshall Saunders of Minneapolis-based Saunders Dailey, which offers real estate investments to accredited investors and which Saunders said planned to launch a MNvest portal.

His company would charge companies $2,500 for an individual listing on a portal or $5,000 for a branded portal site plus monthly fees.

MNvest interest appears to be low right now, Saunders said, with only a small number of potential owners who understand the opportunity and fewer potential investors aware of it. He thinks that’s good.

“It’s important for this to grow slowly and grow through reputation and real realized results rather than promises,” Saunders said. “It will grow slowly and people will discover it over time.”

Zach Robins, who along with fellow Winthrop & Weinstine attorney Ryan Schildkraut helped craft MNvest, said equity crowdfunding is good policy because it gives companies fundraising options other than angel investors and venture capital. It also brings startup investing into the digital age.

“What MNvest is doing is truly what every other segment of the economy has done, which is take an age-old practice and bring it online,” Robins said.

The $10,000 cap on investments and the online offering documents that companies must file to seek equity crowdfunding will help protect investors, Robins said.

Startups like Tilion Brewing Co. that have moved forward with business plans, including some waiting for the MNvest rules to take effect, in some cases have used a Small Corporate Offering Registration (or SCOR) to raise up to $1 million from non-accredited investors.

Tilion is planning to build out its brewhouse and taproom in a 5,300-square-foot stone building on the Little Cannon River in downtown Cannon Falls, across the street from the Cannon River Winery, Larson said. The brewery is a couple of investors shy of raising the $200,000 it needs to begin accessing funds for construction.

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