Corporate
Reorganization
Merger
Statute: §
551.23(18), Wis. Stats.
Administrative Code: §
DFI-Sec 2.02 (9)(b), Wis. Adm. Code.
Used for: Issuance of securities by a corporation in a
reorganization transaction meeting the requirements of section 368(a)(1)(B) of the federal
Internal Revenue Code.
Filing requirement: Notice Filing, as set forth at §
DFI-Sec 2.03, Wis. Adm. Code.
-
Filing fee: $200, as set forth at §
DFI-Sec 7.01(2)(b), Wis. Adm. Code made payable to "Wisconsin DFI-Division of Securities."
Form required: There is no required form. File a cover
letter, the fee, and the required exhibits at least ten days prior to the
offering in this state, referencing the statute or rule section under which the
notice is filed.
- Exhibits required: A copy of the prospectus, offering
document, all other material to be delivered to offerees in connection
with the transaction, and all other information the Division may require
after the filing. If advertising is published or circulated in connection
with the transactions or the securities underlying the transactions
for which this exemption is claimed, it must be filed with the Division
and may not be used unless and until the Division has allowed its use,
unless exempt from this requirement under §
DFI-Sec 7.02(1), Wis. Adm. Code.
Frequently asked questions:
Q: Is this exemption self-executing?
A: No. A notice filing is required.
Q: Is there a comparable exemption for a noncorporate entity?
A: Yes. See §
DFI-Sec 2.02(9)(d), Wis. Adm. Code.
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