What Representations and Warranties Insurance Requirements Apply in Minnesota?

Minnesota generally allows 6 years under Minn. Stat. § 541.05, subd. 1(1) for liability on a contract or other obligation, except as otherwise provided, subject to claim-specific exceptions and accrual rules. That statutory filing period does not set the survival date negotiated for each representation or the insurer’s reporting window; if Minnesota is the insured’s home state, the surplus-lines tax rate is 3% and 0.04%.

What Is Representations and Warranties Insurance?

Representations and warranties insurance can cover a buyer’s or seller’s loss from inaccurate statements in a stock or asset purchase agreement. For a business sale, check who is insured, who can recover and how known issues are treated. Read the national Representations and warranties guide.

What to Watch for With Representations and Warranties in Minnesota

Separate The Statute From The Survival Schedule
Minn. Stat. § 541.05, subd. 1(1) provides 6 years for liability on a contract or other obligation, except as otherwise provided. Ask deal counsel to list a separate survival end date for each representation, then compare those dates with the insurer’s claim-reporting deadline. ¹
Confirm When A Contract Claim Accrues
Minnesota measures the cited contract period from accrual; Minn. Stat. § 541.05, subd. 1(1) covers liability on a contract or other obligation, except as otherwise provided. For an R&W placement, ask counsel to identify the alleged breach date and put it beside the purchase-agreement survival date and policy notice deadline. ¹
Show Home-State Tax In The Closing Costs
Federal law assigns nonadmitted premium-tax authority to the insured’s home state. If Minnesota is the home state for your R&W policy, 3% of taxable gross premiums less return premiums, plus a 0.04% stamping fee on taxable premium applies under Minn. Stat. §297I.05. Ask the broker to state the tax base and any separate stamping or filing charge in the closing funds flow. ^3,²

Providers With Minnesota License Records

These providers publish a national listing for Representations and warranties; the license records below name the licensed entities and roles. Some records rely on company-reported information rather than independent regulator verification. A national listing does not confirm the product is available in Minnesota. Check the regulator’s license lookup and confirm state availability for your business when requesting a quote.

Corgi
Insurance producer · checked 2026-09-28
Corgi Insurance Services, Inc.
Corgi’s company producer-license table lists 50 jurisdictions: 49 states and the District of Columbia, including DC license 3003091619. New Mexico does not appear in the table and is not included here; the omission does not establish that Corgi is unlicensed there. The company-reported table has no stated as-of date and does not establish product availability. ¹⁴
Corgi lists representations and warranties insurance for M&A buyers and sellers.

Who Regulates Insurance in Minnesota?

Minnesota Department of Commerce

The Minnesota Department of Commerce regulates insurance companies and producers, reviews rates and forms, and investigates complaints. You can use its state lookup or complaint service to check a license or raise an insurance issue. ^4,^5,⁶

Website: Regulator website
License lookup: Search licensed producers
Complaints: File a complaint
Phone: 651-539-1600

Surplus-Lines Tax and Stamping Office in Minnesota

Reported tax rate. 3% of taxable gross premiums less return premiums, plus a 0.04% stamping fee on taxable premium when Minnesota is the insured's home state ^7,^10,^8,^9,¹¹

When Minnesota is the insured's home state, 3% tax applies to taxable gross premiums less return premiums; the separate 0.04% stamping fee on taxable premium is paid by you to the broker. Minnesota requires a policy warning that insolvency loss payment by a nonadmitted insurer is not guaranteed. A diligent search generally applies unless a Minnesota-licensed producer unaffiliated with the surplus-lines broker refers the risk, which the statute deems unavailable from a licensed insurer; an exempt commercial purchaser also has a separate written-request route after the required admitted-market disclosure.

Minnesota Surplus Lines Association

Questions to Ask Before You Buy Representations and Warranties in Minnesota

Which Minnesota limitation period and accrual rule apply to each seller representation, and does the governing-law clause point to a different state?
Can you put each negotiated representation survival date, the escrow release date, and the policy reporting deadline on one closing calendar?
If the policy is placed on a surplus-lines basis, is Minnesota the insured’s home state, what tax base applies, and who remits the tax?
Which state bulk-sale notice, tax-clearance, or successor-liability issues should the deal team evaluate for this asset or stock purchase?

Representations and Warranties Insurance in Minnesota: FAQ

How long is the written-contract limitation period in Minnesota?

6 years under Minn. Stat. § 541.05, subd. 1(1) for liability on a contract or other obligation, except as otherwise provided. Accrual, claim classification, and statutory exceptions can change which period applies. ¹

Does Minnesota’s contract limitation period set the R&W survival period?

No. Minn. Stat. § 541.05, subd. 1(1) sets a court-filing limit for liability on a contract or other obligation, except as otherwise provided; it does not set the negotiated survival end date for a representation or the separate deadline to notify the insurer. ¹

What surplus-lines tax applies to an R&W policy in Minnesota?

3% of taxable gross premiums less return premiums, plus a 0.04% stamping fee on taxable premium when Minnesota is the insured’s home state, under Minn. Stat. §297I.05. Federal law assigns the premium-tax obligation to the home state; ask the broker to show the home-state and tax calculation on the closing statement. ^2,³

Sources for Representations and Warranties Insurance in Minnesota

1
Minn. Stat. § 541.05, subd. 1(1). State Legislature / official state code; Minn. Stat. § 541.05, subd. 1(1); 6 years period applies to liability on a contract or other obligation, except as otherwise provided. Accessed 2026-09-29.
2
Minn. Stat. §297I.05. Minnesota Revisor of Statutes; 3% on gross premiums less return premiums when Minnesota is insured's home state; 100% taxable in Minnesota. Accessed 2026-09-28.
3
15 U.S.C. § 8201: Nonadmitted insurance premium tax. U.S. House of Representatives, Office of the Law Revision Counsel; §8201(a): only the insured’s home state may require payment of premium tax for nonadmitted insurance. Accessed 2026-09-29.
4
Insurance. Insurance; Insurance regulator and consumer resources. Accessed 2026-09-28.
5
Insurance License Lookup. Insurance; State-designated producer/company search. Accessed 2026-09-28.
6
File an Insurance Complaint. Insurance; Insurance complaint topic; filing portal, complaints line, email contact. Accessed 2026-09-28.
7
Minn. Stat. §297I.05. Minnesota Revisor of Statutes; 3% on gross premiums less return premiums when Minnesota is insured's home state; 100% taxable in Minnesota. Accessed 2026-09-28.
8
Instructions for 2026 Semiannual Stamping Fee Report. Minnesota Surplus Lines Association; 2026 report p.1, lines 82–94: stamping fee rate .0004 (0.04%) of policy premium for transactions effective on or after October 1, 2016; current report linked from the association's 2026 site. Accessed 2026-09-28.
9
Minn. Stat. §60A.207. Minnesota Revisor of Statutes; 2025 text, lines 250–255: policy notice states insurer is not otherwise licensed in Minnesota and insolvency loss payment is not guaranteed. Accessed 2026-09-28.
10
Minn. Stat. §297I.01. Minnesota Revisor of Statutes; Definition of gross premiums for nonadmitted insurance includes fees, assessments and other consideration, with stamping fee and operating assessment exclusions. Accessed 2026-09-28.
11
Minnesota Statutes 2025, §60A.201. Minnesota Revisor of Statutes; 2025 Minn. Stat. §60A.201 subd.1 (admitted-market restriction); subd.5 (ECP disclosure and subsequent written request); subd.6 (risk referred by unaffiliated Minnesota-licensed producer deemed unavailable). Amendments listed through 2025. Accessed 2026-09-28.
12
Licenses. At-Bay; Current producer introduction and state table; At-Bay Insurance Services LLC; P&C and surplus-lines identifiers. Accessed 2026-09-21.
13
Licenses and Carriers. Coalition; Licenses and Carriers, re-read 22 September 2026: Insurance Licenses table for Coalition Insurance Solutions, Inc., national producer number 18419475, with producer and surplus-lines numbers for all 50 states and DC including California 0L76155, Georgia 196479, Texas 2199630 and 2205589, Pennsylvania 815731 and 817452, Colorado 539028 and Wisconsin 3000108852. Insurance Carriers table naming, with NAIC numbers, Allianz Underwriters Insurance Company 36420, Arch Specialty Insurance Company 21199, Ascot Specialty Insurance Company 45055, Ascot Insurance Company 23752, Aspen Specialty Insurance Company 10717, Chaucer Insurance Company DAC, Coalition Insurance Company 29530, Fireman's Fund Indemnity Corporation 11380, Fortegra Specialty Insurance Company 16823, Lloyd's of London, MSIG Specialty Insurance USA Inc. 34886, MS Transverse Specialty Insurance Company 41807, Steadfast Insurance Company 26387, Vantage Risk Specialty Insurance Company 16275 and Zurich American Insurance Company 16535. Accessed 2026-09-22.
14
Insurance Producer Licenses. Corgi Insurance; Current complete Insurance Producer Licenses table for Corgi Insurance Services, Inc.; 50 rows covering 49 states and DC (DC 3003091619); no New Mexico row; no NPN or as-of date shown. Accessed 2026-09-28.
15
About Hiscox US Insurance. Hiscox; Hiscox Insurance Company Inc. NAIC 10200 as Chicago, IL domiciled insurer admitted or licensed in all 50 states and D.C.; Hiscox Inc. as general agent and Lloyd’s coverholder for Syndicates 33 and 3624; surplus-lines placements through licensed surplus-lines brokers; A.M. Best rating statement. Accessed 2026-09-16.
16
Licenses. ERGO NEXT Insurance; Current entity-by-state license table reopened 28 September 2026: 50 rows under Next First Insurance Agency, Inc., including Washington, DC; New York rows instead list Next Insurance Services PC-1423070 and AP Intego BR-1198885. Accessed 2026-09-28.
17
Insurance Licenses by State. TechInsurance; Current state table; identifies TechInsurance as a division of Specialty Program Group LLC d/b/a SPG Insurance Solutions; lists DC 3000041536 and labels Rhode Island “Individual licenses,” without an agency license number. Accessed 2026-09-28.
18
Licenses. Vouch; Effective 16 January 2025: Vouch Specialty Insurance Services, LLC, NPN 19926463; P&C table (50 states and DC); surplus-lines table includes Idaho 870820; footnote says Georgia and Idaho do not issue agency-level surplus-lines licenses; Idaho retained as producer-only due to conflict. Accessed 2026-09-15.

What Representations and Warranties Insurance Requirements Apply in Minnesota?

What Is Representations and Warranties Insurance?

What to Watch for With Representations and Warranties in Minnesota

Separate The Statute From The Survival Schedule

Confirm When A Contract Claim Accrues

Show Home-State Tax In The Closing Costs