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Mergers,
Reorganizations,
Sale of Assets,
Share Exchanges,
Consolidations

Statute:  ยง 551.202(18), Wis. Stats.

Used for:  Transactions involving the distribution of securities of an issuer to the securities holders of another entity in connection with a merger, reorganization, consolidation, sale of assets or share exchange.

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

Administrative Code references: None

Frequently asked questions:

Q: Is this exemption self-executing?

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

Q: May a non-corporate entity claim this exemption?

    A:  Yes. Because the exemption language refers only to "issuers", it can be used for entities such as trusts or partnerships.

History:  Predecessor statute 551.23(13), Wis Stats., adopted January 1, 1970. There is no parallel provision in the Uniform Securities Act of 1956.  Amended effective 6/21/96 to add "share exchange" to the list of corporate reorganization transactions that qualify for the exemption. Repealed and recreated effective January 1, 2009.


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