Minnesota Convertible Promissory Note Overview
A convertible promissory note in Minnesota is a debt instrument commonly used in startup financing that converts into equity upon a triggering event. As a security, it must comply with both federal regulations (SEC Rule 506 under Regulation D) and Minnesota's state securities laws. The primary state exemption is: Section 80A.46 exemption.
Minnesota requires Form D filing required when issuing convertible notes. The state provides enhanced protections for note holders through its securities regulatory framework. The interest rate must comply with Minnesota's 8% usury limit, though most convertible note rates (2-8%) fall well below this threshold. Companies should work with an attorney familiar with Minnesota securities law to ensure full compliance.
Available
Securities exemption
Required
SOS filing
8%
Usury rate
Enhanced
Investor protections
Minnesota Requirements
Minnesota has specific requirements for convertible promissory notes that both parties should understand before entering into the agreement.
- Interest Rate: Must not exceed Minnesota's usury limit of 8%
- Written Agreement: Must be in writing and signed by the borrower (maker)
- Clear Terms: Principal amount, interest rate, payment schedule, and maturity date must be clearly stated
- Default Terms: Late fees, grace periods, and acceleration clause must comply with Minnesota law
- Governing Law: The note should specify Minnesota as the governing jurisdiction
How to Create a Minnesota Convertible Promissory Note
Follow these steps to create a Minnesota-compliant convertible promissory note using our template.
Enter Party Information
Provide the full legal names and Minnesota addresses of both the lender (payee) and borrower (maker). Include the date the note is being executed.
Define Loan Terms
Specify the principal amount, interest rate (within Minnesota's 8% usury limit), payment schedule, and maturity date. Our template calculates the payment breakdown automatically.
Set Default and Late Payment Terms
Define the grace period, late fee amount, acceleration clause triggers, and notice requirements. Our Minnesota template includes compliant default language.
Sign and Execute
The borrower must sign and date the note. Consider notarization for added legal protection. Both parties should retain a copy. If secured by collateral, file the appropriate security instrument with Minnesota's recording office.
Securities Compliance in Minnesota
When issuing convertible promissory notes in Minnesota, you must comply with the state securities exemption (Section 80A.46 exemption), file the required Form D filing required, ensure the interest rate stays within the 8% usury limit, and follow Minnesota's investor protection requirements (enhanced protections). Federal Form D must be filed with the SEC within 15 days of the first sale. Our Minnesota-specific template ensures compliance with both state and federal securities regulations.
Minnesota Usury Warning
Minnesota's usury limit is 8%. Charging interest above this rate can render your promissory note unenforceable and may subject the lender to penalties under Minnesota law. Our template automatically validates your interest rate against Minnesota's current limits.
Minnesota Convertible Promissory Note FAQ
Answers to common questions about convertible promissory notes in Minnesota.
Official Minnesota Resources
Use these official resources to verify Minnesota requirements for your convertible promissory note.
Other Minnesota Promissory Note Types
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Create your Minnesota Convertible Promissory Note in under 5 minutes.
Answer a few questions and download a Minnesota-compliant document, ready for the state agency.