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Registering Securities in Wisconsin

Registration by Qualification

Registration by qualification, as outlined in § 551.304, Wis. Stats., may be used for any securities registration filing including filings by issuers using an exemption for federal purposes under Regulation A Tier 1 or Regulation D (Rule 504), or the intrastate "safe harbor" provision of Rule 147.  For information on the federal exemptions, see Q&A: Small Business and the SEC, page down to the Exemptions section and click on the "may be exempt" link.   DFI's Business Creation Resources may be able of some assistance as you prepare your qualification filing.

Fee: $1,500.

Registration Period: One year, unless EXTENDED.

Disclosure requirements: Outlined in §§  551.304 and 551.305, Wis. Stats., and in §§ DFI-Sec 3.02 and 3.03, Wis. Adm. Code.

Filing Requirements: U-1, U-2, U-2A, and Offering Document with appropriate exhibits as listed on Form U-1.

Effectiveness: By Notice of Effectiveness by the Division when the Division is satisfied that all registration requirements have been met.

Advertising Requirements: No filing of materials required pursuant to § 551.504, Wis. Stats., and § DFI-Sec 7.02, Wis. Adm. Code, if:

  • Published or circulated by a registered 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. 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, $1,500 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 $1,500 filing fee must be filed in Wisconsin.

Regulation A Tier 1 Offerings: NASAA has a Coordinated Review Program for Regulation A Offerings designed to facilitate the filing of Regulation A offerings in multiple states. For more information, please refer to the NASAA website at Regulation-A-offerings