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Federal Regulation D-Rule 505
Regulation D-Rule 505
Rule 505-Regulation D

Statute and Rule: § 551.203, Wis. Stats., and § DFI-Sec 2.029, Wis. Adm. Code

Used for: Transactions made in reliance on the exemption provided by Rule 505 of Regulation D under the Securities Act of 1933.

Note: In order to claim this exemption, there must be no disqualification from its use as set forth at § DFI-Sec 2.029(3), Wis. Adm. Code.  No commission or other remuneration may be given to any person for soliciting or selling to any person in Wisconsin except to broker-dealers and agents licensed in Wisconsin.

Filing requirement:

Regulation D-Rule 505 Filing.

  • Filing fee: $200, as set forth at § DFI-Sec 2.029(4), Wis. Adm. Code. made payable to Wisconsin DFI-Division of Securities.
  • Form required: A photocopy of a completed Form D as prescribed by Rule 503 of federal Regulation D.
  • Exhibits required: Offering materials in compliance with the requirements of Rule 502 of Regulation D under the Securities Act of 1933.
  • Timing of filing: Not later than the first use of an offering document or sale in Wisconsin, whichever happens first.
  • Supplemental filings: a copy of each material amendment to the offering document must be filed not later than its first use in Wisconsin. There is no additional filing fee.

Frequently asked questions:

Q: When must we file in Wisconsin in order to claim use of this exemption?

A: Not later than the first use of an offering document or sale in Wisconsin, whichever happens first.

Q: Are there any Wisconsin legend requirements for the Private Placement Memorandum?

A: No.

Q: If the issuer makes the required filing, with the required exhibits, when can it commence offering and selling?

A: Immediately. The Division can stop the offer or sale only by administrative order.

Q: Can this exemption be used for Regulation D-Rule 504 transactions?

A: No. Any such offering must qualify for a separate exemption. See §§ 551.202(14)Wis. Stats., and § DFI-Sec 2.028, Wis. Adm. Code, under § 551.203, Wis. Stats. for possible exemptions. The other alternative is to seek registration.

Q: Where can a copy of the federal Form D be obtained?

A:  Link to Form D.

Q: Are sales to institutional or accredited investors counted toward the 35 sale limitation found in Rule 505?

A: No. See § 551.202(13)(a), (13) (am), Wis. Stats., and 551.102(11)Wis. Stats and § DFI-Sec 1.02(8), Wis. Adm. Code.

Q: What must an issuer do to request waiver of the disqualifiers set forth at § DFI-Sec 2.029(3), Wis. Adm. Code?

A: The Division suggests that any such request be made prior to the planned filing date of the § DFI-Sec 2.029, Wis. Adm. Code, filing. The waiver request should set forth a justification for waiver of the disqualifier.

History: Predecessor statute 551.22(6), Wis Stats. Repealed and recreated as rule DFI-Sec 2.029, effective January 1, 2009.


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