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Existing Security Holders
Offers to Existing Security Holders

Statute: § 551.202(15), Wis. Stats.

Used for:  Offers and sales to persons already holding any of an issuer's securities, when the securities are not "covered securities".

Note:  No commission or other remuneration, other than a standby commission to a licensed broker-dealer, may be paid for soliciting.

Filing requirement: Notice Filing, as set forth at § DFI-Sec 2.03, Wis. Adm. Code.

  • Filing fee: $200, as set forth at § DFI-Sec 7.01(2)(b), Wis. Adm. Code made payable to Wisconsin DFI-Division of Securities.
  • Form required: There is no required form. File a cover letter (including the fee) at least ten days prior to the offering in this state, referencing the statute or rule section under which the notice is filed.
  • Exhibits required: A copy of the prospectus, offering document, all other material to be delivered to offerees in connection with the transaction, and all other information the Division may require after the filing. If advertising is published or circulated in connection with the transactions or the securities underlying the transactions for which this exemption is claimed, it must be filed with the Division and may not be used unless and until the Division has allowed its use, unless exempt from this requirement under § DFI-Sec 7.02(1), Wis. Adm. Code.
  • Review time: Ten calendar days, unless extended pursuant to § DFI-Sec 2.03(2), Wis. Adm. Code.

Administrative Code references: §§ DFI-Sec 2.02(9)(c) and 7.02(1), Wis. Adm. Code.

Frequently asked questions:

Q: Is this exemption self-executing?

    A:   No. A notice must be filed with the Division in order to claim this exemption.

Q: Must a Consent to Service of Process be filed in order to use this exemption?   

    A: No. The Division does not require a Consent to Service of Process in order to use this exemption.

Q: What is a "standby commission"?

     A. A standby commission is remuneration paid to a licensed broker­dealer in return for the broker-dealer's commitment to purchase an issuer's securities in the event that not all of the securities are purchased by the issuer's security holders.

Important interpretive letters:

12/30/82 letter re:  First Mutual Savings Association of Florida. The use of a registration exemption for the part of a proposed conversion transaction involving the subscription offering by the Association to its savings account holders in Wisconsin was conditioned upon the issuer making a prior filing with the Division consisting of all information regarding the terms and conditions of the offering.   Also, the registration exemption provision was not available for the offer and sale incident to the subscription offering by the Association of its common stock to   borrowers, who are not considered "security holders."

History:  Predecessor statute 551.23(12), Wis. Stats., adopted January 1, 1970.  Differed from § 402(b)(11) of the Uniform Securities Act of 1956. Repealed and recreated effective January 1, 2009.


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