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:
- Are business entities organized under the law of Wisconsin
- Are authorized to do business in Wisconsin
- Have a majority of their full-time employees in Wisconsin
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.