Federal
Regulation D-Rule 506
Regulation D-Rule 506
Rule 506-Regulation D
Statute: §
551.29(2), Wis. Stats.
Used for: Transactions made in reliance
on the exemption provided by Rule 506 of Regulation D under the Securities
Act of 1933.
Note: No commission or other remuneration
may be paid or given to any person other than broker-dealers and agents
licensed in Wisconsin for soliciting or selling to any person in Wisconsin.
Filing requirement:
Regulation D-Rule 506 Filing
- Filing fee: $200, as set forth in §
551.29(2), Wis. Stats. made payable to Wisconsin DFI-Division of
Securities.
- Form required: Completed federal Form
D either manually signed, or a photocopy signature. [The State Appendix
(pages 7 and 8 of Form D) should be included, reflecting sales as of
the date of the filing in Wisconsin.]
- Exhibits required: None. Neither a Consent to Service
of Process nor offering documents (PPM) are required.
- Timing of filing: Not later than 15 days after the
first sale in Wisconsin.
Administrative Code: §
DFI-Sec 2.04(2), Wis. Adm. Code
Frequently asked questions:
Q: When must we file in Wisconsin for a Rule 506 offering?
A: Not later than 15 days after the first sale
in Wisconsin.
Q: Are the disqualification-from-use provisions in §
551.23(19) (c)(1)a. to d., Wis. Stats., applicable to Rule 506 transactions
subsequent to the 1996 passage of the National Securities Markets Improvement
Act ("NSMIA")?
A: No.
Q: May commissions or other remuneration be paid or given to any person
for soliciting or selling in Wisconsin?
A: Yes, but only to broker-dealers or agents licensed
in Wisconsin because NSMIA
does not affect the licensing requirement of §
551.31, Wis. Stats.
Q: Are amendments or final reports of sales required?
A: No. However, material changes may require a completely
new filing
Q: Does the Form D submitted as part of the filing need to be manually
signed, or will a photocopy suffice?
A: A manual signature on the Form D is recommended,
but a photocopy will suffice.
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