Federal Regulation D-Rule 505
Regulation D-Rule 505
Rule 505-Regulation D
Used for: Transactions made in reliance on the exemption provided by Rule 505 of Regulation D under the Securities Act of 1933.
Note: In order to claim this exemption, there must be no disqualification from its use as set forth at § DFI-Sec 2.029(3), Wis. Adm. Code. No commission or other remuneration may be given to any person for soliciting or selling to any person in Wisconsin except to broker-dealers and agents licensed in Wisconsin.
Regulation D-Rule 505 Filing.
- Filing fee: $200, as set forth at § DFI-Sec 2.029(4), Wis. Adm. Code. made payable to Wisconsin DFI-Division of Securities.
- Form required: A photocopy of a completed Form D as prescribed by Rule 503 of federal Regulation D.
- Exhibits required: Offering materials in compliance with the requirements of Rule 502 of Regulation D under the Securities Act of 1933.
- Timing of filing: Not later than the first use of an offering document or sale in Wisconsin, whichever happens first.
- Supplemental filings: a copy of each material amendment to the offering document must be filed not later than its first use in Wisconsin. There is no additional filing fee.
Frequently asked questions:
Q: When must we file in Wisconsin in order to claim use of this exemption?
A: Not later than the first use of an offering document or sale in Wisconsin, whichever happens first.
Q: Are there any Wisconsin legend requirements for the Private Placement Memorandum?
Q: If the issuer makes the required filing, with the required exhibits, when can it commence offering and selling?
A: Immediately. The Division can stop the offer or sale only by administrative order.
Q: Can this exemption be used for Regulation D-Rule 504 transactions?
A: No. Any such offering must qualify for a separate exemption. See §§ 551.202(14)Wis. Stats., and § DFI-Sec 2.028, Wis. Adm. Code, under § 551.203, Wis. Stats. for possible exemptions. The other alternative is to seek registration.
Q: Where can a copy of the federal Form D be obtained?
A: Link to Form D.
Q: Are sales to institutional or accredited investors counted toward the 35 sale limitation found in Rule 505?
Q: What must an issuer do to request waiver of the disqualifiers set forth at § DFI-Sec 2.029(3), Wis. Adm. Code?
A: The Division suggests that any such request be made prior to the planned filing date of the § DFI-Sec 2.029, Wis. Adm. Code, filing. The waiver request should set forth a justification for waiver of the disqualifier.
History: Predecessor statute 551.22(6), Wis Stats. Repealed and recreated as rule DFI-Sec 2.029, effective January 1, 2009.