Which place’s debt rules apply—and who can help?

S_MN PASS-07 — Minnesota lead generation, referrals, compensation, and provider boundaries

Research/access date: October 27, 2026, America/Los_Angeles. Component: Activity-based classification, referral compensation, marketing representations, and the necessary federal telemarketing overlay.

Disposition: Minnesota expressly recognizes a lead-generator category, but that recognition is not permission for a covered provider to purchase referrals. The consequential cross-reference is §332B.10(1), which incorporates §332A.14’s prohibitions into the settlement-provider regime. The distinction between genuine advertising services and compensated referrals remains fact-dependent; no responsive controlling Minnesota interpretation resolving that boundary was located and read. MN Revisor+1

P01’s reviewed lead-generation row is preserved separately below. P02–P04 retain their dated scopes and holds. P05 and P06 are not premises for this pass.

Throughout, S001 means S_MN-P07-S001. C001–C044 are this pass’s claim identifiers.

A. Substantive findings

A1. Four questions must be answered separately

A proposed referral arrangement needs four distinct analyses:

Compliance with one column does not establish compliance with the others. In particular, a truthful referral disclaimer does not authorize prohibited compensation, and a recipient’s registration does not authorize the intermediary’s own provider activity. [C004–C024, C030–C037.] MN Revisor+3

A2. Lead generation is distinct from providing the service—but not necessarily unregulated

Section 332B.02(14) begins with the condition that the person acts without providing debt-settlement services. It then supplies three alternative routes: soliciting debtors to engage in settlement, acting as intermediary/referral agent, or obtaining and transmitting a debtor’s personally identifiable information to a provider. Payment is not an element of this definition. [C006.] MN Revisor

The provider definition, by contrast, reaches offers and services to Minnesota-domiciled debtors, including delegated services, without requiring either a fee or a Minnesota office. The service definition includes certain advice, reduced-payment accumulation assistance, and delinquent-tax work; holding out also matters. [C004–C005.] MN Revisor

Actor/activity/required-step matrix

These are textual classifications or conditional applications—not determinations about an actual business.

Authorities: S001–S002, S005–S006; C003–C011. MN Revisor+3

The remaining lead-only registration question

Section 332B.03 contains broad language concerning offering, advertising, and causing agreements to be executed. Meanwhile, §§332B.02(14) and .11 separately identify lead generators who do not provide the service.

No separate lead-generator registration mechanism was established in the provisions read. That is not the same as establishing a universal exemption from §332B.03. The clear result is that crossing into provider activity invokes the provider analysis. The precise treatment of an actor that remains entirely within the lead-only definition, especially when its advertising resembles its own service offer, remains a construction hold. [C008–C009.] MN Revisor+1

A3. Payment direction changes the legal analysis

The incorporation that cannot be omitted

Section 332B.10(1) prohibits a settlement provider from engaging in conduct prohibited by §332A.14. Thus, §332A.14 is not relevant only to DMP firms. Its incorporated restrictions must also be considered when a covered settlement provider buys or monetizes referrals. [C014.] MN Revisor

Compensation matrix

Sources: S003, S007, S011–S012, S020; C014–C021, C036–C037. MN Revisor+4

Three important limits on those conclusions

First, the outgoing-payment clause addresses the provider as payer. It should not be silently rewritten to say that every independent recipient commits the same statutory violation merely by receiving money. The recipient’s own activity, solicitation duties, provider status, and federal role must be analyzed separately.

Second, the nonprofit exception belongs to paragraph (12). It does not erase paragraph (11)’s outgoing-referral restriction, establish an exemption from registration, or automatically resolve the separate exclusive-fee provisions. A bona fide nonprofit creditor-contribution arrangement therefore needs more than the statement “we are nonprofit.”

Third, related-party status is not a general exception. Common ownership may add issues—particularly for the federal account condition—rather than remove them. [C015–C021, C036.] MN Revisor+2

A4. Solicitation disclosures and misleading claims

The disclosure above is described, not reproduced as substitute advertising copy. The required wording is the complete statutory paragraph at S004, §332B.11(2)(a); a generic “affiliate disclosure” or “not a lender” statement is not the specified text. [C022–C024, C027.] MN Revisor+2

Truthfully stating a verified registration is different from claiming government approval, endorsement, or representation. This pass verified no company’s registration and authorizes no such claim.

When conduct crosses into provider enrollment, the agreement and pre-service provisions also become relevant. Section 332B.06 requires specified suitability/alternative information and registration-status disclosures; Chapter 332A has its own prerequisite analysis and agreement provisions. Merely collecting a signature is not proof those steps occurred. [C028.] MN Revisor+1

Lead-generator duties are enforceable provisions: §332B.13 expressly addresses lead-generator violations of §332B.11. This pass identifies that consequence without calculating remedies or conducting a litigation dossier. [C029.] MN Revisor

A5. Nexus and exemption boundaries

Sources: S001, S005–S006; C005, C011–C013, C025–C027. MN Revisor+2

B. Necessary federal overlay

B1. Roles and campaign predicates

The freshly read federal definitions distinguish:

The telemarketing definition requires the specified sales campaign and more than one interstate call. Purely online reporting with no covered telephone campaign is not automatically telemarketing, but an online lead supplier can still assist another actor’s covered campaign. [C030.] eCFR

Inbound debt-relief calls responding to advertising or targeted mail/email are carved out of the ordinary response-call exemptions. Truly unsolicited calls, qualifying face-to-face transactions and upsells have different rules. The business-to-business exemption is not complete: current §310.6 preserves specified misrepresentation prohibitions. [C031.] eCFR

The debt-relief disclosures apply before enrollment under the rule’s accompanying footnote. Misrepresentations about affiliation, nonprofit status, savings, timing, credit effects or collection consequences are separately addressed. [C032.] eCFR+1

B2. Substantial assistance is not strict liability from selling a lead

Section 310.3(b) requires:

1. Substantial assistance or support;
2. a seller or telemarketer engaged in a specified underlying violation; and
3. knowledge or conscious avoidance of knowing that violation.

A lead sale alone does not establish all three. Conversely, being an independent vendor, avoiding the consumer call, or declining to read known warning material does not necessarily defeat them. An actor directly making the prohibited pitch may also have direct duties; the assistance knowledge standard is not a universal shield for its own conduct. [C033.] eCFR

The Commission’s 2010 explanation specifically recognizes that lead generators may fall under primary TSR provisions or the assistance provision depending on the facts. FTC staff guidance identifies lead supply as a possible form of substantial assistance, not an automatic finding in every transaction. [S022, footnote 133; S024.] Federal Register+1

Published majority opinion actually read

FTC v. Chapman, 714 F.3d 1211 (10th Cir. 2013), filed May 7, 2013. The published opinion affirmed a bench-trial judgment under §310.3(b). Its discussion at slip pages 8–15 treats integral fulfillment/support activity as potentially substantial even without direct participation in marketing. It also sustained conscious-avoidance findings based on the record’s warning signs and deliberate failure to examine marketing practices.

This was a grant-related telemarketing case, not a Minnesota debt-referral classification decision. It is out-of-circuit federal appellate authority for this Minnesota analysis. The opinion’s monetary-remedy discussion is not relied upon, and no complete subsequent-history/citator certification was performed. [C034.] Tenth Circuit Court of Appeals+2

B3. Advance-fee and account conditions—limited use here

A “matching,” “analysis,” or “access” charge does not escape §310.4(a)(5) merely through its name when it is actually consideration for a covered debt-relief service. The operative result, customer-agreement, payment and applicable allocation predicates must be considered. This pass does not recalculate settlement or DMP earning. [C035.] eCFR

The dedicated-account provision requires an insured institution, consumer ownership and interest, administrator independence, no administrator referral compensation, and the specified withdrawal/return protection. Two separate failures are possible:

• an affiliated administrator fails the independence condition;
• even an independent administrator fails the referral-compensation condition if it gives or accepts the prohibited payment.

Removing the commission does not cure common ownership, and removing ownership does not cure the commission. These conditions are not federal permission to pay referrals otherwise restricted by Minnesota. [C036–C037.] eCFR+1

C. Currentness, enactments, and interpretation strength

[C001–C002, C038.] MN Revisor+5

No responsive published Minnesota majority opinion or binding administrative final interpretation was located and opened that resolves the exact distinctions among ordinary advertising purchases, paid lead referrals, a neutral directory, and separate lead-only registration. No exception is inferred from that search result. [C039.]

D. Sixteen fictional postures

These are new hypotheticals, not actual eligibility or permission decisions.

Authorities and limitations are C004–C037. These applications use the rules already cited; they are not reported cases.

E. Four conditional compensation models

Common conventions

All dates and transactions below are fictional October 2026 events. Amounts are USD and calculate exactly to cents; no rounding is required.

These are commercial compensation reconciliations, not debtor custody or settlement-fee-earning ledgers. Contractual credits and refunds are stipulated facts, not findings that a particular legal remedy is required. A balanced invoice does not validate the arrangement.

M01 — Flat-price leads, rejection credits, and an advertising alternative

Stipulated proposed referral contract

• October 1–20: 120 gross contacts delivered.
• 30 rejected under the fictional duplicate/nonresponsive policy.
• 90 accepted leads.
• 18 later enrollments; enrollment count does not affect this invoice.
• Price: $30 per accepted lead.
• Provider prepaid $3,000.
• Consumer payments to the intermediary: $0.

Plain text

Gross invoice:          120 × $30 = $3,600.00
Rejection credits:       30 × $30 =   $900.00
Net invoice:                         $2,700.00

Cash received in advance:            $3,000.00
Contractual refund:                    $300.00
Net retained by lead seller:         $2,700.00

Provider net outflow = lead seller net receipt = $2,700.00.
Consumers paid the intermediary $0.00.

Adverse branch: Assume the payer is a covered Minnesota provider and the consideration is material payment for referring prospective customers. The provider-payment restriction is not solved by the accurate $2,700 invoice, rejection policy, later enrollment rate, or recipient registration. [C040.]

Lawful-if candidate requiring changed facts: A genuine fixed-price purchase of advertising space—not a renamed lead-delivery contract—could require a different classification. Necessary evidence would include the actual media deliverable, absence of referral-based consideration, actual solicitation conduct and an applicable interpretation. No opened authority in this pass approves that alternative.

If the fictional parties instead cancel the entire proposed purchase before any performance and refund the full $3,000, their net cash transfer is zero. That does not establish that any earlier prohibited offer or solicitation was lawful.

M02 — Percentage compensation after accepted enrollments

Stipulated invoice basis

This model uses a fictional $2,000 marketing attribution value per accepted enrollment. It is not a consumer fee, a debt balance, or a finding that the provider earned $2,000.

• Gross inquiries: 100.
• Initial accepted enrollments: 24.
• Nonenrollments: 76.
• Later cancellations credited: 6.
• Retained enrollments for invoicing: 18.
• Commission: 10% of the attribution value.
• Initial invoice paid: $4,800.
• Consumer-to-marketer receipts: $0.

Plain text

Initial attribution base:       24 × $2,000 = $48,000.00
Initial commission:             10% × $48,000 = $4,800.00

Cancellation attribution credit: 6 × $2,000 = $12,000.00
Commission refund:              10% × $12,000 = $1,200.00

Final commission:
18 × $2,000 × 10% = $3,600.00

Cash reconciliation:
$4,800.00 received − $1,200.00 refunded = $3,600.00 retained.

Adverse branch: On stipulated covered-provider/referral facts, postponing payment until enrollment or a cancellation window does not create an exception. Percentage pricing is not safer merely because it differs from M01’s flat price. [C041.]

Exempt-recipient candidate: A genuinely excluded recipient would require proof of every applicable exclusion element, plus separate classification of the marketer. That changed predicate cannot be established by a contract recital. Other applicable referral, professional and federal rules also remain. No recipient is found exempt here.

The $1,200 credit is only the fictional contract’s cancellation adjustment. It is not a statutory calculation of restitution for an unlawful compensation arrangement.

M03 — Independent education receipts versus a provider kickback

Conditional independent-education branch

Assume a separately sold household-budgeting class:

• No settlement solicitation, personalized reduced-payment strategy, accumulation advice, creditor negotiation, DMP receipt/distribution, provider matching, or PII transmission.
• 40 purchases at $40.
• 5 cancellations refunded in full.
• Provider and creditor payments to the educator: $0.
• Educator payments to providers: $0.

Plain text

Consumer gross receipts:      40 × $40 = $1,600.00
Consumer refunds:             5 × $40 =   $200.00
Net consumer receipts:       35 × $40 = $1,400.00

Provider receipts from educator:   $0.00
Provider payments to educator:     $0.00
Creditor contributions:            $0.00

Lawful-if predicates: The service must actually remain outside the regulated activities and not be a disguised required component of a provider’s program. This is only a conditional Chapter 332A/332B boundary analysis, not clearance under all education, consumer-protection or payment laws. [C042.]

Adverse changed-facts branch

Now suppose the class is required for admission to a covered for-profit provider’s service, and the educator sends $10 per retained purchaser to that provider:

Plain text

Payment to provider:            35 × $10 = $350.00
Educator net after payment:     $1,400 − $350 = $1,050.00
Provider receipt:                              $350.00

Combined retained receipts:
$1,050.00 + $350.00 = $1,400.00.

That accounting does not answer the tied-purchase, incoming-compensation or disguised-service questions. Calling the $350 an “education partnership contribution” is not an exception. Any additional consumer refund or remedy remains undetermined; it is not silently equated with the five ordinary cancellation refunds.

M04 — Account-administrator referral payments in both directions

Proposed administrator-to-provider payment

• 48 account introductions.
• 6 rejected as duplicate/ineligible.
• 42 accepted introductions.
• Administrator pays $12 per accepted introduction.
• It initially paid $576; the provider returns $72.

Plain text

Gross payment:             48 × $12 = $576.00
Rejection refund:           6 × $12 =  $72.00
Net referral payment:      42 × $12 = $504.00

Administrator net outflow = provider net receipt = $504.00.
Consumer receipts in this commercial ledger = $0.00.

Adverse branch: Where §310.4(a)(5)(ii) is the relied-on account arrangement, the administrator’s giving of referral compensation fails condition (D). If common control also exists, condition (C) fails separately. The provider’s incoming payment also needs the Minnesota analysis. [C043.]

Reverse direction: If instead the provider pays the administrator $504 for referrals to the provider, the federal condition addresses the administrator’s acceptance as well as giving. Minnesota’s outgoing-referral rule must also be tested.

Lawful-if account alternative: The administrator must actually be independent, give and accept no prohibited referral consideration, and satisfy all other account conditions. Zero commission alone is insufficient. Ordinary account-service charges are not approved or calculated here.

Refunding the remaining $504 would produce zero net intercompany referral receipts. It would not erase the historical payment or cure affiliation.

F. Source register

Access convention: Every entry marked fresh was accessed on October 27, 2026 through public regular-Chat web tools. No individual fetch timestamp is asserted. Multiple provisions of one act or one opinion are not counted as independent authorities.

Retrieval and search limitations

The Chapman opinion was first read through a public republication:

https://law.justia.com/cases/federal/appellate-courts/ca10/11-3319/11-3319-2013-05-07.html

and its PDF:

https://cases.justia.com/federal/appellate-courts/ca10/11-3319/11-3319-2013-05-07.pdf?ts=1411094806

The official court PDF was then obtained. These are one opinion, not separate corroborating decisions. Two initially opened court-index pages did not return the expected row; the successful published-opinion index was:

https://www.ca10.uscourts.gov/opinion/search/results?order=field_opinion_origin_court&page=668&query=BROHL&sort=desc

No private docket was searched. Tenth Circuit Court of Appeals

Bounded Minnesota searches included exact combinations of §§332B.02(14), 332B.10, 332B.11 and 332A.14 with lead generator, referral, compensation, opinion, and official court, Commerce, rules and government domains. Search results included statutes, proposals, historical compilations and unrelated material. Proposed bills, complaints, consent settlements and search snippets were not adopted as controlling constructions.

No identified inaccessible Minnesota decision is claimed to contain an answer. The gap is that no responsive controlling body was located and read.

G. Atomic claim register

Confidence: “Text—high” means directly supported within the source-version limits. “Conditional” requires actual facts or interpretation. “Held” identifies missing authority.

H. Granular coverage and exact next evidence

I. Original P01 row—preserved crosswalk

The original row is retained without rewriting its historical status:

PASS-07 effect: The definition, solicitation obligations, incorporated compensation restrictions and necessary federal distinctions now have fresh supporting bodies and this pass’s separate claims. Pure lead-only registration harmonization, neutral-directory/publisher boundaries, genuine advertising versus referral compensation, and specific exempt-recipient applications remain held. This is not a duplicate accepted row or a retroactive change to P01.

J. Researcher self-check and final disposition

Actually read: The responsive statutory definitions, complete referral/marketing prohibition clauses, true incorporation, narrow agreement and fee-exclusivity cross-references, material historical enactment passages, targeted 2026 index entries, current operative federal definitions and relevant rules, the Commission’s lead-generator explanation, and the published Chapman opinion. Relevant opinion pages were visually inspected.

Not represented as established: A Minnesota publisher exemption, a universal affiliate exception, a separate lead-only registration exemption, a permitted per-lead price, a nonprofit-wide payment exception, a current entity authorization, or a controlling Minnesota construction resolving ordinary media purchases versus referrals. The statutory bodies do not become less restrictive because an invoice balances.

The search did not locate and open a responsive binding Minnesota interpretation for the remaining boundaries. It did locate a published federal assistance decision, but that decision does not answer Minnesota’s classification questions. Proposals, allegations, search snippets and unrelated agency settlements were not substituted for governing law.

Bottom line: On the modeled covered-provider facts, both flat lead purchases and percentage enrollment compensation encounter the Minnesota referral-payment restriction. Unpaid referrals can still carry lead-generator duties. More substantive assistance can make the intermediary a provider. Federal substantial-assistance liability requires its actual mental-state and support predicates, while account administrators face a separate no-referral-compensation condition.

No actual business, compensation arrangement, solicitation, account, exemption, component, state, parent, A066, A097 or A098 completion is approved or implied.

END S_MN PASS-07