At a Glance

Minnesota does not require commercial co-venturers to register directly with the state, but your charitable partner must register with the Minnesota Attorney General's Office unless exempt. If your business acts as a professional fundraiser, you'll need a written contract filed within seven days of execution and a surety bond. Professional fundraisers must also file campaign financial reports within 90 days after each campaign ends.

Commercial co-venture partnerships are transforming how businesses connect charitable giving with marketing efforts. Are you considering a promotion where your business donates a portion of sales to a nonprofit? You're about to enter the world of commercial co-ventures—an opportunity that comes with specific legal obligations in Minnesota.

Before launching any charitable sales promotion in Minnesota, you need to understand the state's unique registration requirements. Minnesota has established regulations to protect consumers and charitable organizations. Depending on whether your business is acting as a professional fundraiser under Minnesota law, you or your charitable partner may need to complete proper registration, file required contracts, maintain financial records, and submit required reports.

This guide walks you through all essential Minnesota commercial co-venturer requirements—from initial registration with the Attorney General's Office to contract filing protocols and financial reporting obligations. Additionally, you'll learn about exemption possibilities, compliance deadlines, and the penalties for non-compliance. Managing CCV requirements can be complex, but Labyrinth, Inc. streamlines the process through expert guidance on state-specific requirements and organized preparation of required documents.

Minnesota Definition of Commercial Co-Venture

Understanding Minnesota's legal framework for charitable promotions starts with grasping the specific terminology used in state statutes. Minnesota law provides definitions and rules that apply to charitable sales promotions, and they differ slightly from other states in application and scope.

Definition of 'Commercial Co-Venturer' under Minnesota law

While Minnesota statutes don't explicitly use the term "commercial co-venturer," the concept falls under the broader regulatory framework governing charitable organizations and solicitations. Essentially, a commercial co-venturer in Minnesota refers to a person or business primarily engaged in commerce for profit who conducts a charitable sales promotion. This includes any for-profit entity that represents that the purchase or use of goods or services will benefit a charitable organization or cause.

The legal framework applies to businesses that:

• Are primarily engaged in trade or commerce for profit
• Conduct advertising or sales campaigns representing that purchases will benefit charitable causes
• Enter into share-of-revenue contracts with nonprofit organizations
• Arrange or sponsor events advertised to benefit charitable organizations

Minnesota law defines a "person" broadly for purposes of charitable solicitation. See Minnesota Statutes § 309.52. Minnesota also distinguishes professional fundraisers as persons who, for financial compensation or profit, perform services for a charitable organization in connection with which contributions are or will be solicited. See Minnesota Statutes § 309.52.

Scope of 'Charitable Sales Promotion' in Minnesota Law

Charitable sales promotions in Minnesota encompass advertising or sales campaigns conducted by commercial entities that represent that purchases will benefit a charitable organization. These promotions fall under Minnesota's definition of "solicitation," which includes requests for contributions made directly or indirectly on the representation that they will be used for charitable purposes. See the definition of solicitation in Minnesota Statutes § 309.52.

Notably, Minnesota law considers a solicitation to be completed when made, regardless of whether any contribution is received. See Minnesota Statutes § 309.52. Minnesota law also defines "charitable purpose" broadly to include charitable, benevolent, philanthropic, patriotic, religious, social service, welfare, educational, eleemosynary, cultural, artistic, or public interest purposes. See Minnesota Statutes § 309.52.

Initial Registration Requirements for Commercial Co-Venturers

For businesses planning commercial co-venture activities in Minnesota, understanding the registration landscape is critical. Unlike states with direct licensing requirements, Minnesota regulates these charitable sales promotions primarily through requirements placed on the charitable organization and any professional fundraisers involved.

Minnesota Attorney General Registration Process

Minnesota does not maintain a traditional registration requirement specifically for commercial co-venturers. However, this doesn't mean your business can operate without regulatory oversight. Instead, the registration burden primarily falls on the charitable organization with which you partner.

The charitable organization must register with the Minnesota Attorney General's Office prior to soliciting contributions unless an exemption applies. Registration is generally required if the organization:

• Receives or plans to receive more than $25,000 in total contributions during its accounting year, and does not meet other exemption conditions; or
• Has functions and activities, including fundraising, that are not performed wholly by volunteers; or
• Employs a professional fundraiser.

See Minnesota Statutes § 309.515 and the Minnesota Attorney General's charity registration page.

Failure to register before solicitation may result in civil penalties up to $25,000 for each violation. See Minnesota Statutes § 309.57. Although you as a commercial co-venturer may not need to register directly, it's imperative to confirm your nonprofit partner has completed proper registration.

Required Forms: URS and Minnesota-Specific Attachments

Although commercial co-venturers don't register directly, understanding the forms your charitable partner must submit helps ensure compliance. The primary registration document is the Unified Registration Statement (URS), along with Minnesota-specific supplements. See the Minnesota Attorney General's charity registration page for current forms and instructions.

A complete registration submission from your charitable partner typically includes:

• Unified Registration Statement (URS) form
• Minnesota Supplement Initial Registration Form
• Copy of the organization's Articles of Incorporation
• IRS tax-exempt status letter (if applicable)
• Complete list of the organization's board of directors, including names, addresses, and compensation
• List of banks or financial institutions where funds are deposited (without account numbers)
• IRS Form 990, 990-EZ, 990-PF, or 990-N with all required schedules and attachments (excluding Schedule B)
• $25 registration fee (see Minnesota Statutes § 309.52)

Filings may be submitted electronically to the Attorney General's Office per the agency's current instructions. Follow the AG's published directions for transmission and fee payment on the charity registration page.

Exemptions from Registration under Minn. Stat. § 309.515

Certain charitable organizations are exempt from registration requirements, which is important to know when selecting a nonprofit partner for your commercial co-venture. See Minnesota Statutes § 309.515. Exemptions include:

• Religious organizations exempt from filing federal annual information returns under Internal Revenue Code section 6033
• Educational institutions under supervision of specific Minnesota educational authorities or accredited by recognized associations
• Fraternal, patriotic, social, educational, alumni, professional, trade, or learned societies that limit solicitation to voting members
• Organizations soliciting for a specifically named person if all contributions are transferred without restrictions or deductions
• Private foundations that solicited from fewer than 100 persons during the last accounting year

If an otherwise exempt organization employs a professional fundraiser, the exemption no longer applies, and the organization must register. See Minnesota Statutes § 309.515. Registration statements and annual reports are filed with the Minnesota Attorney General's Office under Chapter 309 (see Minnesota Statutes § 309.52).

Contract Filing and Notification Obligations

Once you've determined which charity to partner with, creating a proper written agreement is the next crucial step for your commercial co-venture in Minnesota. The state maintains specific contract filing requirements that apply to charitable organizations and professional fundraisers.

Written Agreement Requirements

Minnesota law requires that contracts between charitable organizations and professional fundraisers be in writing, and copies of those contracts must be on file with the Attorney General's Office. See Minnesota Statutes § 309.52.

Filing Timeline Before Promotion Begins

Whenever a contract is executed after the charitable organization has filed its registration statement, a copy of that contract must be filed with the Attorney General's Office within seven days of the date of execution. See Minnesota Statutes § 309.52.

Required Contract Clauses: Core Statutory Elements

For professional fundraiser agreements, Minnesota law requires that the contract:

• Be in writing;
• Include information enabling the Attorney General to identify the services the professional fundraiser will provide, including whether the fundraiser will have custody of contributions; and
• If the professional fundraiser (or anyone the fundraiser employs, procures, or engages) will solicit in Minnesota, disclose the percentage—or a reasonable estimate of the percentage—of the total amount solicited from each person that will be received by the charitable organization for charitable purposes.

See Minnesota Statutes § 309.531.

Financial Reporting and Recordkeeping Duties

Proper financial documentation forms the backbone of any commercial co-venture in Minnesota. After establishing contracts with charitable organizations, your business must maintain detailed records and prepare for potential reporting obligations.

Solicitation Campaign Financial Report Requirements

The charitable organization must file an annual report with the Attorney General's Office that includes financial statements covering the preceding 12‑month operational period, signed by two duly constituted officers pursuant to a board resolution. See Minnesota Statutes § 309.53.

Professional fundraisers that solicit in Minnesota must file a solicitation campaign financial report within 90 days after a campaign has ended and, for campaigns lasting more than one year, within 90 days after each anniversary of commencement. Late charity annual reports incur a $50 late fee, and late professional fundraiser registrations or campaign reports incur a $300 late fee. See Minnesota Statutes § 309.53 and Minnesota Statutes § 309.531.

Retention of Contracts and Financial Records

Maintaining comprehensive records that support required filings is a best practice. Records typically include:

• Copies of promotional materials and advertisements
• Detailed sales reports showing charitable contributions generated
• Records of funds transferred to the charitable organization
• Correspondence related to the charitable sales promotion

Minnesota's Chapter 309 sets the filing obligations described above; organizations and professional fundraisers should retain records sufficient to substantiate those filings.

Oversight and Enforcement by the Minnesota Attorney General

The Minnesota Attorney General has authority to restrain, enjoin, and redress violations of Chapter 309, and courts may award civil penalties up to $25,000 per violation. See Minnesota Statutes § 309.57. For additional guidance on fiduciary duties, consult the Minnesota Attorney General's fiduciary duties guidance.

Bonding and Annual Renewal Compliance

Maintaining ongoing compliance with Minnesota regulations is critical for commercial co-ventures. Both bonding requirements and renewal processes demand careful attention.

Surety Bond Requirements for Professional Fundraisers

Minnesota law requires a surety bond for professional fundraisers who have access to or custody of charitable contributions. Registrants typically pay only a small percentage of the bond's total value—often based on creditworthiness, similar to an insurance premium. See Minnesota Statutes § 309.531. Unlike some states that specifically require commercial co-venturers to post bonds ranging from $10,000 to $25,000, Minnesota primarily focuses bonding requirements on professional fundraisers rather than commercial co-venturers.

Annual Renewal Filing and Fee Structure

Professional fundraisers in Minnesota must renew their registration annually. Each registration is effective for up to 12 months and expires on April 30 following the date of registration; the renewal fee is $200. See Minnesota Statutes § 309.531.

Charitable organizations must submit their annual reports by the 15th day of the 7th month following their fiscal year's close (or by July 15 if on a calendar year), and a $50 late fee applies if they miss the deadline. See Minnesota Statutes § 309.53.

Penalties for Non-Compliance or Late Filings

Failing to maintain proper compliance can trigger substantial consequences. Beyond monetary penalties, non-compliant entities risk:

• Loss of good standing and ability to conduct business
• Suspension, revocation, or administrative dissolution
• Forfeiture of the right to use the organization's name
• Restricted access to courts

To avoid penalties, carefully monitor filing deadlines and plan ahead, especially when approvals from multiple parties are required.

Conclusion

Navigating Minnesota's commercial co-venture regulations requires diligent attention to legal details throughout your charitable sales promotion. Though registration obligations primarily fall on your charitable partner, confirming their compliance status remains vital for your business operations. If a professional fundraiser is involved, contracts must be in writing and filed within seven days of execution, and those contracts must disclose the information required by statute (including whether the fundraiser will have custody of contributions and the percentage or a reasonable estimate that the charity will receive).

Additionally, maintaining comprehensive financial records is essential for fulfilling reporting requirements. These records must support all required filings, including the charity's annual report and, where applicable, the professional fundraiser's campaign financial report. Remember that the Minnesota Attorney General can enforce compliance with Chapter 309, including seeking civil penalties up to $25,000 per violation; robust recordkeeping systems safeguard your business against potential penalties.

While commercial co-venturers face different requirements than professional fundraisers regarding bonding obligations, understanding renewal processes and compliance deadlines still matters significantly. Failure to meet these obligations could result in substantial consequences beyond monetary fines, including business operation restrictions.

Commercial co-ventures offer valuable opportunities to connect your business with charitable causes Minnesotans care about. Before launching any charitable sales promotion, carefully review the state-specific requirements outlined in this guide. For more than 35 years, Labyrinth has supported nonprofits and their partners with expert guidance on CCV requirements and ongoing compliance so organizations can focus on their mission.

Frequently Asked Questions