Wisconsin Issuer - Exemption by Filing
Statute: § 551.203, Wis. Stats.
Administrative Code: § DFI-Sec 2.028, Wis. Adm. Code.
Used for: Wisconsin issuers seeking to raise up to $5 million from 100 or fewer persons in Wisconsin (other than institutional investors and accredited investors) in a one-year period.
Note: For purposes of this exemption, "Wisconsin issuer" is defined as an issuer having, both before and upon completion of the offering, its principal office and a majority of its full-time employees located in this state. This exemption is not available if any officers, directors, or selling parties are disqualified under § DFI-Sec 2.029(3). All sales must be for investment purposes to persons capable of evaluating the risks of the investment. A disclosure document must be filed with the Division and no commission or other remuneration may be given for soliciting in Wisconsin, except to a licensed broker-dealer or agent.
- Filing fee: $200, as set forth in § DFI-Sec 2.028(8)(a), Wis. Adm. Code made payable to Wisconsin DFI-Division of Securities.
- Form required: There is no required form. File a cover letter specifying how the requirements for use of the exemption are met or will be met.
- Exhibits required: The offering document and a copy of all advertising to be used in connection with the offer and sale of the securities, not later than the date of the first use of the document or advertising in Wisconsin.
- Note: The offering document to be used must comply either with NASAA Form U-7, Small Company Offering Registration Form, (except that the financial statements may be either audited or reviewed) or with the disclosure requirements of rule 502(b)(2) of Regulation D under the Securities Act of 1933. Form U-7 is a question and answer format, while Regulation D uses the traditional narrative form.
- Review time: Not applicable.
Frequently asked questions:
Q: Is this exemption self-executing?
A: No. A Wisconsin issuer exemption notice filing is required.