Registration of Professionals
The registration and regulation of firms and individuals offering and selling securities or providing investment advice on securities for a fee is an integral part of securities regulation in Wisconsin.
There are four categories of registration in Wisconsin: broker-dealers, investment advisers, investment adviser representatives and securities agents.
Broker-Dealer - A broker-dealer is a firm or individual who offers and sells securities to the public. Investment advice given by broker-dealers is usually incidental to the completion of purchase and sale transactions in securities. Compensation is normally in the form of commission but some firms now charge one fee for all services, based on the value of the assets in the account. All broker-dealers, regardless of their location, must be registered to conduct business in Wisconsin unless they qualify for an exemption from registration. There is no de minimis or sophisticated investor exemption for broker-dealers.
Investment Adviser - An investment adviser is any person who, for compensation, engages in the business of advising others, either directly or through publications, writings or electronic means, as to the value of securities or as to the advisability of investing in, purchasing or selling securities, or who, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. Investment advisers may manage, on a day-to-day basis, client stock portfolios, use discretionary powers to make investment decisions, perform market timing, prepare financial plans involving securities or publish reports on securities. However, Wisconsin does not regulate by title, and merely calling oneself a financial planner, for example, does not trigger the investment adviser registration requirement if that person does not give advice on securities.
Securities Agent - A securities agent is a person who represents a broker-dealer or issuer in offering or selling securities to the public or soliciting someone to become a customer of a broker-dealer. All securities agents, regardless of their location, must be registered to conduct business with Wisconsin investors unless they qualify for an exemption from registration. There is no de minimis exemption for securities agents. Also, there is no such thing as an "unsolicited rule" that allows an agent to accept unsolicited orders from Wisconsin customers without being registered.
Investment Adviser Representatives - An investment adviser representative is anyone who is a employed by or associated with an investment adviser or a federal covered adviser who makes recommendations or gives advice on securities, manages accounts of clients, holds themselves out as providing investment advice or is compensated for soliciting clients for an investment adviser. This does not include a clerical or ministerial employee.