Non­Corporate Reorganization

Statute:  § 551.23(18), Wis. Stats.

Administrative Code: § DFI­Sec 2.02(9)(d), Wis. Adm. Code.

Used for:  Any transaction incident to a vote of security holders of any issuer other than a corporation, relating to a reorganization or a sale or transfer of assets in exchange for the issuance of the securities of another issuer.

Note: The security holder vote must be pursuant either to the issuer's organizational instrument or the governing state's statute.

Filing requirement: Self-Executing. No filing or Consent to Service of Process is necessary in order to claim this exemption.

Frequently asked questions:

Q: Is this exemption self-executing?

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

Q: May a corporation claim use of this exemption?

    A: No. See § 551.23(13), Wis. Stats., and § DFI-Sec 2.02(9)(b), Wis. Adm. Code.