Registration by Coordination

Registration by coordination, as set forth in § 551.25, Wis. Stats., may be used only if a registration statement has been filed with the SEC and the registration is not yet effective. (This method is not available for an issuer that is using an exemption for federal purposes under Regulation A or Regulation D of the Securities Act of 1933.  See  Qualification).

Fee: $750

Registration Period: One year, unless EXTENDED.

Disclosure requirements: Outlined in §§ 551.25 and 551.27, Wis. Stats., and in §§ DFI-Sec 3.01 and 3.03, Wis. Adm. Code.

Filing Requirements: U-1, U-2, U-2A, and SEC Registration Statement with appropriate exhibits as listed on Form U-1.

Effectiveness: Registration becomes effective upon notice of SEC effectiveness subject to the requirements of § 551.25, Wis. Stats., and if no stop order has been issued pursuant to § 551.28, Wis. Stats.

Advertising Requirements: No filing of materials required pursuant to § 551.53, Wis. Stats., and § DFI-Sec 7.02, Wis. Adm. Code, if:

• Published or circulated by a licensed broker-dealer or Investment advisor relating to securities that are registered.
• Does no more than state from whom a prospectus may be obtained, identify the security offered for sale and state the offering price for the securities and the names of broker-dealers having an interest in the sale.
• Advertising meets the requirements of Rule 134 under the Securities Act of 1933.

All other advertising must be filed with the Division in duplicate and must not be used until the Division has allowed its use. Any materials filed after the date of registration in Wisconsin must include the $10-per-item-fee required by § DFI-Sec 7.01 (4), Wis. Adm. Code.

Rule 429 Amendments: Since the flat, fixed, non-refundable, $750 filing fee permits the registration of all securities in Wisconsin that are registered on a registration statement filed with the SEC, if the issuer files a Rule 429 amendment (a new registration statement) with the SEC to increase the amount of securities registered, a new registration application and $750 filing fee must be filed in Wisconsin.