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Secondary Trading Exemptions
Manual Exemption,
Foreign Issuer Margin Security
Debt Securities rated in Top 4 rating categories
Toronto Stock Exchange and TSX Venture Exchange Listed Securities
Secondary Trading Exemption by filing

Statutes: § 551.202(2) and rule DFI-Sec 2.02(9)(d) , § 551.202(3), § 551.202(5) and § 551.202(23),Wis. Stats.

Administrative Rule: § DFI-Sec 2.02(9)(o) Wis. Adm. Code. under § 551.203, Wis. Stats.

Used for:  Non-issuer transactions by or through a broker-dealer registered or exempt from registration in Wisconsin.

Filing requirement:

551.202(2), (3), (5) and (23): Self-Executing. No filing or Consent to Service of Process is necessary in order to claim these exemptions.

Rule DFI-Sec 2.02(9)(o) under 551.203, Wis. Stats.:  Notice Filing.

  • 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, the fee, and the required exhibits 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 .

Related considerations: §§ 551.202(1) and (6), Wis. Stats. [relating to" isolated non-issuer transactions" and "unsolicited transactions"] are also secondary trading exemptions, but generally are not labeled as such. (See the separate information summaries for those exemptions in the Exemption Topical Index.) The exemptions set forth here are those most commonly termed "Secondary Trading Exemptions."

For purposes of the nonissuer transaction exemption under § 551.202(2), certain securities manuals are designated by DFI-Sec 2.02(9)(d) of the administrative code as a "nationally recognized securities manual." In addition, the division has issued an order designating OTCQX Best Market and OTCQB Venture Market as a nationally recognized securities manual or its electronic equivalent for purposes of the securities manual exemption: Adobe PDF Document Order Designating Nationally Recognized Securities Manual

Frequently asked questions:

Q: What additional information is usually required by the Division in notice filings under DFI-Sec 2.02(9)(o)?

    A: It is not uncommon for the Division to request information relating to the breadth and depth of the trading market for the security.

History: Predecessor statute 551.23(3)(a) to (d), Wis Stats., adopted January 1, 1970. Repealed and recreated effective January 1, 2009.


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