Securities
Exempt by Rule or Order
Statute: § 551.22(17),
Wis. Stats.
Used for: Securities as to which the Division by rule or order finds that registration
is not necessary or appropriate for the protection of investors.
Filing requirement by rule:
- At §§ DFI-Sec 2.01(8)
and (9), Wis.
Adm. Code, Self-Executing. No filing or Consent to Service of
Process is necessary in order to claim this exemption.
- 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, all other information and exhibits required by
§ DFI-Sec 2.01(10),
Wis. Adm. Code, 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.
Filing requirement by order: File a Request for a Discretionary Order of Exemption with
the Division.
- Filing fee: $200, as set forth at §
DFI-Sec 7.01(2)(a), Wis. Adm. Code made payable to Wisconsin DFI-Division of Securities.
- Form required: There is no required form. File a cover letter referencing the statute or
rule section under which the exemption is requested. The letter must furnish justification
for waiver of the normal registration requirement.
- Exhibits required: A copy of any advertising; any prospectus, circular, or other
material to be delivered to offerees in connection with the transactions, and all other
information the Division requires after the initial filing.
- Review time: No minimum time for review is prescribed.
Administrative Code references: §§ DFI-Sec 2.01(8),
(9), and (10),
and § DFI-Sec 7.06, Wis.
Adm. Code (financial requirements).
Frequently asked questions:
Q: Does the National Markets Improvement Act of 1996 ("NSMIA")
affect the filing requirement under §
DFI-Sec 2.01(10), Wis. Adm. Code?
A: Yes. §
DFI-Sec 2.01(10), Wis. Adm. Code, filing requirements apply only to
Wisconsin governmental entities. Non-Wisconsin governmental entities
should refer to §
551.22(1), Wis. Stats.
Related matter: There are Transactions Exempt by Rule or Order
under § 551.23(18), Wis. Stats.
Important interpretative letters: Because of the fact-specific nature of the
discretionary orders that have been issued by the Division, there are no representative
examples of letters permitting the use of this exemption.
History: Adopted on January 1, 1970. There is no parallel provision in the
Uniform Securities Act.
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