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Offers Using a Preliminary Prospectus

Statute: § 551.203, Wis. Stats.

Administrative Code: § DFI-Sec 2.02(9)(g), Wis. Adm. Code.

Used for:  Offers by registered broker-dealers pursuant to a preliminary prospectus, provided all of the following requirements are met: (1) A registration application has been filed under §§ 551.304 or 551.305, Wis. Stats., or a notice has been filed under §§ 551.201(1) or (7), or 551.202(15), Wis. Stats.;  (2) The preliminary prospectus either has been filed with the SEC or has been filed with the Division for 10 days and the Division has not denied the exemption; and (3) No customer funds are received and no customer signs a binding subscription agreement.

Filing requirement: 

Self-Executing provided a registration statement is pending.  No filing or Consent to Service of Process is required in order to claim this exemption for transactions for which a registration statement has been filed and is pending approval. However, if advertising is "published" or "circulated," as defined in § DFI-Sec 1.02(1)(a) and (b), Wis. Adm. Code, it must be filed with the Division and may not be used unless and until the Division has allowed its use.

Frequently asked questions:

Q: Is this exemption self-executing?

    A: Yes. No filing or Consent to Service of Process is required.

Q: When may a preliminary prospectus be distributed?

    A: If the prospectus has been filed with the SEC, it may be used as soon as it has been filed with the Wisconsin Division of Securities ("Division"). If the prospectus has not been filed with the SEC, it may be used ten days after it has been filed with the Division, provided its use has not been disallowed.


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