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Offers of Securities Pending Registration

Statute: § 551.202(16), Wis. Stats.

Used for:  Offers, but not sales, of securities for which an application to register has been filed both with the Securities and Exchange Commission ("SEC") and this Division if no stop order or denial order is in effect and no proceeding is pending under either law.

Filing requirement: Self-Executing provided a registration statement is pending.

No filing or Consent to Service of Process is required in order to claim this exemption for transactions for which a registration statement has been filed and is pending approval.

  • Filing fee: None.
  • Form required: None.
  • Exhibits required: None.
  • Review time: None.

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 in order to claim this exemption provided that a registration statement is pending with this Division and the SEC.

Q: May a preliminary prospectus be distributed under this exemption?

    A: Yes.

Related Considerations:  See § DFI-Sec 2.02(9)(g), Wis.  Adm.  Code, under § 551.203, Wis. Stats., which permits use by licensed broker-dealers of a preliminary prospectus for offers pending registration and for certain exemption filings.

History:  Predecessor statute 551.23(16), Wis. Stats., adopted January 1, 1970. Substantially identical to section 402(b)(12) of the Uniform Securities Act of 1956. Renumbered effective January 1, 2009.


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