Terms Used In Wisconsin Statutes 551.205

  • Administrator: means the administrator of the division of securities in the department of financial institutions. See Wisconsin Statutes 551.102
  • Broker-dealer: means a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. See Wisconsin Statutes 551.102
  • Conviction: A judgement of guilt against a criminal defendant.
  • division: means the division of securities in the department of financial institutions. See Wisconsin Statutes 551.102
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Filing: means the receipt under this chapter of a record by the administrator or a designee of the administrator. See Wisconsin Statutes 551.102
  • Following: when used by way of reference to any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
  • Funding portal: has the meaning given in section 3 (a) (80) of the Securities Exchange Act of 1934 (15 U. See Wisconsin Statutes 551.102
  • Issuer: means a person that issues or proposes to issue a security, subject to the following:
      (a)    The issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a board of directors or individuals performing similar functions is the person performing the acts and assuming the duties of depositor or manager pursuant to the trust or other agreement or instrument under which the security is issued. See Wisconsin Statutes 551.102
  • Person: means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity. See Wisconsin Statutes 551.102
  • Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.
  • Sale: includes every contract of sale, contract to sell, or disposition of a security or interest in a security for value, and "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value. See Wisconsin Statutes 551.102
  • Securities and Exchange Commission: means the United States Securities and Exchange Commission. See Wisconsin Statutes 551.102
  • Security: means a note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; limited partnership interest; life settlement investment or similar agreement; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a "security"; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. See Wisconsin Statutes 551.102
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Wisconsin Statutes 551.102
    •    (1)    All of the following requirements apply to an offer or sale of securities pursuant to the exemption under s. 551.202 (26):
          (a)    Prior to any offer or sale of securities, the issuer shall provide to the Internet site operator evidence that the issuer has a principal place of business in this state and is doing business in this state.
          (b)   
             1.    The Internet site operator shall register with the division by filing a statement, which the administrator shall make available as an electronic document on the department of financial institutions Internet site, accompanied by the filing fee specified in s. 551.614 (1m), that includes all of the following:
                a.    That the Internet site operator is a business entity organized under the laws of this state and authorized to do business in this state.
                b.    That the Internet site is being utilized to offer and sell securities pursuant to the exemption under s. 551.202 (26).
                c.    The identity and location of, and contact information for, the Internet site operator.
                d.    Except as provided in subds. 2. and 4., that the Internet site operator is registered as a broker-dealer under s. 551.401.
             2.    The Internet site operator is not required to register as a broker-dealer under s. 551.401 if all of the following apply with respect to the Internet site and its operator:
                a.    It does not offer investment advice or recommendations.
                b.    It does not solicit purchases, sales, or offers to buy the securities offered or displayed on the Internet site.
                c.    It does not compensate employees, agents, or other persons for the solicitation or based on the sale of securities displayed or referenced on the Internet site.
                d.    It does not hold, manage, possess, or otherwise handle investor funds or securities.
                e.    The fee it charges an issuer for an offering of securities on the Internet site is a commission, a fixed amount for each offering, a variable amount based on the length of time that the securities are offered on the Internet site, or a combination of such fixed and variable amounts.
                f.    It does not identify, promote, or otherwise refer to any individual security offered on the Internet site in any advertising for the Internet site.
                g.    It does not engage in such other activities as the division, by rule, determines are prohibited of such an Internet site.
                h.    Neither the Internet site operator, nor any director, executive officer, general partner, managing member, or other person with management authority over the Internet site operator, has been subject to any conviction, order, judgment, decree, or other action specified in Rule 506 (d) (1) adopted under the Securities Act of 1933 (17 C.F.R. 230.506 (d) (1)) that would disqualify an issuer under Rule 506 (d) adopted under the Securities Act of 1933 (17 C.F.R. 230.506 (d)) from claiming an exemption specified in Rule 506 (a) to (c) adopted under the Securities Act of 1933 (17 C.F.R. 230.506 (a) to (c)).
             3.    If any change occurs in the information that an Internet site operator submits to the division in a statement filed under subd. 1., the Internet site operator shall notify the division within 30 days after the change occurs.
             4.    The Internet site operator is not required to register as a broker-dealer under s. 551.401 if the Internet site operator is registered as a broker-dealer under the Securities Exchange Act of 1934 (15 U.S. Code § 78o) or is a funding portal registered under the Securities Act of 1933 (15 USC 77d-1) and the Securities and Exchange Commission has adopted rules under authority of section 3 (h) of the Securities Exchange Act of 1934 (15 U.S. Code § 78c (h)) and P.L. Public Law 112-106″>112-106, section 304, governing funding portals. Nothing in this section requires an Internet site operator to register as a broker-dealer under the Securities Exchange Act of 1934 or as a funding portal under the Securities Act of 1933.
          (c)    The issuer and the Internet site operator shall maintain records of all offers and sales of securities effected through the Internet site and shall provide ready access to the records to the division, upon request. The division may access, inspect, and review any Internet site registered under this subsection as well as its records.
       (2)   An issuer of a security, the offer and sale of which is exempt under s. 551.202 (26), shall provide, free of charge, a quarterly report to the issuer’s investors until no securities issued under s. 551.202 (26) are outstanding. An issuer may satisfy the reporting requirement of this subsection by making the information available on an Internet site if the information is made available within 45 days after the end of each fiscal quarter and remains available until the succeeding quarterly report is issued. If the quarterly report is made available on an Internet site, the issuer shall provide a written copy of the report to any investor upon request. Upon written request from the division, the issuer shall provide a copy of the quarterly report to the division within 10 business days following the division’s request. The report shall contain all of the following:
          (a)    Compensation received by each director and executive officer, including cash compensation earned since the previous report and on an annual basis and any bonuses, stock options, other rights to receive securities of the issuer or any affiliate of the issuer, or other compensation received.
          (b)    An analysis by management of the issuer of the business operations and financial condition of the issuer.

      Previous section
    Next section  
     Subchapter II Contents