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Isolated Non-Issuer Transactions

Statute: § 551.202(1), Wis. Stats.

Used for:  Isolated non-issuer sales of previously­issued securities.

Filing requirement: Self-Executing; Advertising Filing Requirement. No filing or Consent to Service of Process is necessary in order to claim this exemption. However, if any advertising is "published" or "circulated," as defined in § DFI-Sec 1.02(1)(a) and (b), Wis. Adm. Code, in connection with this transaction or the securities underlying this transaction, it must be filed with the Division and may not be used unless and until the Division has allowed its use. If advertising is filed, a fee of $10 per item, as set forth at § DFI-Sec 7.01(4), Wis. Adm. Code, must accompany the filing.

Wisconsin Administrative Code references: §§ DFI-Sec 2.02(1) and 7.02, Wis. Adm. Code.

Frequently asked questions:

Q: Is this exemption self­executing?

    A:  Yes.  No filing or Consent to Service of Process is necessary in order to claim this exemption.   However, if any advertising is "published" or "circulated," as defined in § DFI-Sec 1.02(1)(a) and (b), Wis. Adm. Code, it must be filed with the Division and may not be used unless and until the Division has allowed its use. If advertising is filed, a fee of $10 per item, as set forth in § DFI-Sec 7.01(4), Wis. Adm. Code, must accompany the filing.

Q:  Are there limitations on the use of the exemption for transactions effectuated through a broker­dealer?

    A: Yes. Under § DFI-Sec 2.02(1)(a), Wis. Adm. Code, the term "isolated" is defined, for transactions through a broker-dealer involving a particular security, as not exceeding 5 transactions during the preceding 12 months.

Q: Can the exemption be used in transactions by control persons of the issuer?

    A:  Yes.  Sales are limited to the percentages specified in § DFI-Sec 2.02(1)(b), Wis. Adm. Code.

History: Predecessor statute 551.23(1), Wis Stats., adopted on January 1, 1970.  Identical to Uniform Securities Act of 1956 section 402(b)(1). Repealed and recreated effective January 1, 2009.


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