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Wisconsin Issuer 100 Offerees

Statute: §  551.202(14)m, Wis. Stats.

Used for:  Offers by Wisconsin issuers to not more than 100 residents of Wisconsin.

Note:  The only offerors that may use this exemption are issuers that:

  1. Are business entities organized under the law of Wisconsin
  2. Are authorized to do business in Wisconsin
  3. Have a majority of their full-time employees in Wisconsin
Sales of securities made under this exemption must be made in compliance with the "intrastate offering" exemption under section 3(a)(11) of the Securities Act of 1933 and Rule 147 adopted under the Securities Act of 1933 and may result only from the 100 or fewer offers. Certain institutional, accredited, and certified investors need not be counted for purposes of the 100 offeree limit. No commission or other remuneration may be given for soliciting investors except to Wisconsin-registered brokers-dealers or agents. No advertising may be made unless permitted by the administrator. In addition, the exemption is not available if the "Disqualification of Felons and Other 'Bad Actors'" would apply to the offering if made under the federal Reg D Rule 506 exemption.

Filing requirement: Self-executing.

Frequently asked questions:

Q: Is this exemption self-executing?

    A:  Yes. This exemption may be used in conjunction with the exemption under § 551.202(27), Wis. Stats. which requires a notice filing before the 101st offer of the security.

Q:  Is there any limit on the number of people the offeror can talk to?

    A:  Yes. They may offer securities and distribute solicitation materials only to 100 or fewer persons in Wisconsin, other than certain institutional, accredited, and certified investors. "Certified investor" is defined at § 551.102(4m), Wis. Stats. Persons exempt under § 551.202(24), Wis. Stats. are counted toward the 100 offeree limit.

Q:  Is there any limit on the type of people the offeror can talk to?

    A:  Yes. The transaction must meet the requirements of the "intrastate offering" exemption under section 3(a)(11) of the Securities Act of 1933 and Rule 147 adopted under the Securities Act of 1933.

Q: Will broadcast or publication of advertising or circulation of advertising to more than 100 persons make an issuer ineligible for this exemption?

    A: Yes, because any general advertising would necessarily constitute an offer to more than 100 persons.

Q: Is there a limit on the amount of money that may be raised?

    A: No. The limit is solely in the number of persons who may be offered the securities, not to the amount that may be raised from those offers.

Q: Is this exemption available to non-Wisconsin issuers?

    A: No. It is available only to issuers that are organized under Wisconsin law, that are authorized to do business in Wisconsin, and that have their principal offices and a majority of full-time employees in Wisconsin.

History: 2013 Wisconsin Act 52.


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