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100 Security-Holders

Statute: §  551.202(24)m, Wis. Stats.

Used for:  Offers and sales by Wisconsin issuers to residents of Wisconsin if the aggregate number of persons holding directly or indirectly all of the issuers securities, after the securities to be issued are sold, does not exceed 100.

Note:  The only issuers that may use this exemption must:

  1. Be business entities organized under the law of Wisconsin
  2. Be authorized to do business in Wisconsin
  3. Have a majority of their full-time employees in Wisconsin
Offers and sales must be made in compliance with the "intrastate offering" exemption under section 3(a)(11) of the Securities Act of 1933 and Rule 147 adopted under the Securities Act of 1933. No commission or other remuneration may be given for soliciting, except to Wisconsin-registered broker-dealers or agents. No advertising may be made unless permitted by the administrator. Specified institutional, accredited, and certified investors need not be counted toward the 100 security-holder limit. In addition, the exemption is not available if the "Disqualification of Felons and Other 'Bad Actors'" would apply to the offering if made under the federal Reg D Rule 506 exemption.

Filing requirement: Self-executing.

Frequently asked questions:

Q: Is this exemption self-executing?

    A:  Yes. No notice filing or Consent to Service of Process is required.

Q:  Is there any limit on the number of people the issuer can talk to?

    A:  No.

Q: Is there a limit on the amount of money that can be raised?

    A: No. The exemption limitation applies only to the number of persons who may hold the securities of the issuer after the securities to be issued are sold - not more than 100, other than institutional, accredited, and certified investors. "Certified investor" is defined at § 551.102(4m), Wis. Stats

Q: When calculating the 100 security holders for purposes of the limitation, must we include security holders of related entities?

    A: Under certain circumstances. See § DFI-Sec 2.02(5)(a) and (b), Wis. Adm. Code

Q: When calculating the 100 security holders for purposes of the limitation, must we include non-Wisconsin security holders?

    A: Yes.

Q: Is this exemption available to non-Wisconsin issuers?

    A: No. It is available only to issuers that are organized under Wisconsin law, that are authorized to do business in Wisconsin, and that have their principal offices and a majority of full-time employees in Wisconsin.

History: 2013 Wisconsin Act 52.


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