Registering Securities in Wisconsin
If an offering and sale of securities does not qualify for any registration exemption, then the securities must be registered with the Division before being offered or sold in Wisconsin (see § 551.301, Wis. Stats.), unless the offering involves Covered Securities.
However, keep in mind the "testing the waters" exemption provision that allows an issuer to solicit indications of interest to determine the likelihood of success in selling the securities. See "Testing the Waters" brochure.
Registration involves the compilation and filing of registration materials with the Division. The materials are reviewed by the Division for full disclosure (see §§ DFI-Sec 3.02 and 3.03, Wis. Adm. Code) unless the offering is being registered federally with the SEC and the SEC has given the offering a full review (see § DFI-Sec 3.03(3), Wis. Adm. Code). Registration applications may be filed with the Division either by Coordination or Qualification.
Registration by Coordination: § 551.303, Wis. Stats., may be used only if a registration statement has been filed with the SEC and the registration is not yet effective. See COORDINATION for specifics. (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 Registration by Qualification, next paragraph.)
Registration by Qualification: § 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 or Regulation D (Rule 504), or the intrastate "safe harbor" provision of Rule 147. See QUALIFICATION for specifics. 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 Small Business Information Center may be of some assistance as you prepare your qualification filing.
Rule 429 Amendments: 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.