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Broker-Dealer-Issued Securities (to its Officers, Partners, or Employees)

Statute: § 551.22(14), Wis. Stats.

Used for: Any security issued by a licensed broker-dealer to its officers, partners, or employees.

Filing requirement:

  • Unless the security evidences a temporary subordinated borrowing by a broker-dealer that is a member of a national securities exchange, and is made in accordance with the rules of that exchange: Notice Filing, as set forth at §§ DFI-Sec 2.01(7) and 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 (including the fee) 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.
  • Review time: Ten calendar days, unless extended pursuant to § DFI-Sec 2.03(2), Wis. Adm. Code.
  • If the security evidences a temporary subordinated borrowing by a broker-dealer that is a member of a national securities exchange, and is made in accordance with the rules of the exchange: Self-Executing. No filing or Consent to Service of Process is necessary in order to claim this exemption.

Administrative Code references: § DFI-Sec 2.01(7), Wis. Adm. Code.

Frequently asked questions:

Q: Is a filing required?

    A: Yes, a notice filing is required unless the transaction meets the circumstances set forth in § DFI-Sec 2.01(7)(b), Wis. Adm. Code, exempting from notice filing a security that evidences a temporary subordinated borrowing by a broker-dealer that is a member of a national securities exchange, which is made in accordance with the rules of that exchange.

History:  Adopted on January 1, 1970. There is no parallel section in the Uniform Securities Act.

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