AB150,2160,92 551.23 (3) (c) Securities of the same class have been registered under the
3securities act of 1933 and there is filed with the commissioner department prior to
4any offer or sale a notice of the proposed sale, other information as the commissioner
5department by rule requires and any additional information required under s.
6551.24 (6), and the commissioner department does not by order disallow the
7exemption within 10 days after the date of filing the notice or, if additional
8information is required under s. 551.24 (6), within 10 days after the date of filing that
9information; or
AB150, s. 6635 10Section 6635. 551.23 (3) (d) of the statutes is amended to read:
AB150,2160,1711 551.23 (3) (d) The issuer or applicant files with the commissioner department
12such information, and an undertaking to file such reports, as the commissioner
13department by rule requires and any additional information required under s.
14551.24 (6), and the commissioner department does not by order disallow the
15exemption within 10 days after the date of filing such information required by rule
16or, if additional information is required under s. 551.24 (6), within 10 days after the
17date of filing that information.
AB150, s. 6636 18Section 6636. 551.23 (8) (f) of the statutes is amended to read:
AB150,2160,2019 551.23 (8) (f) Any financial institution or institutional investor designated by
20rule or order of the commissioner department.
AB150, s. 6637 21Section 6637. 551.23 (8) (g) of the statutes is amended to read:
AB150,2161,222 551.23 (8) (g) An individual accredited investor, as defined by rule of the
23commissioner department, if the issuer reasonably believes immediately before the
24sale that the individual accredited investor, either alone or with the individual
25accredited investor's representative, has such knowledge and experience in financial

1and business matters as to be capable of evaluating the merits and risks of the
2prospective investment.
AB150, s. 6638 3Section 6638. 551.23 (9) of the statutes is amended to read:
AB150,2161,94 551.23 (9) Any offer or sale of a preorganization subscription, if no commission
5or other remuneration is paid or given directly or indirectly for soliciting any
6subscriber in this state and no advertising is published or circulated unless it has
7been permitted by the commissioner department, and if the subscription is not
8binding and no payment is made by any subscriber until the securities subscribed
9for may legally be sold.
AB150, s. 6639 10Section 6639. 551.23 (10) of the statutes is amended to read:
AB150,2161,1711 551.23 (10) Any offer or sale of its securities by an issuer having its principal
12office in this state, if the aggregate number of persons holding directly or indirectly
13all of the issuer's securities, after the securities to be issued are sold, does not exceed
1415, exclusive of persons under sub. (8), if no commission or other remuneration is
15paid or given directly or indirectly for soliciting any person in this state, except to
16broker-dealers and agents licensed in this state, and if no advertising is published
17unless it has been permitted by the commissioner department.
AB150, s. 6640 18Section 6640. 551.23 (11) (b) of the statutes is amended to read:
AB150,2161,2319 551.23 (11) (b) The commissioner department may by rule or order, as to any
20security or transaction or any type of security or transaction, withdraw or further
21condition this exemption, or increase or decrease the number of offerees permitted,
22or waive the conditions in par. (a), and may require reports of sales under this
23exemption.
AB150, s. 6641 24Section 6641. 551.23 (12) of the statutes is amended to read:
AB150,2162,17
1551.23 (12) Any transaction pursuant to an offer to existing security holders
2of the issuer, other than an entity designated in s. 551.52 (1) (b), or of a corporation
3which, prior to the offer, owned substantially all of the voting stock of the issuer or
4whose controlling persons organized the issuer for the purpose of the offer, if no
5commission or other remuneration other than a standby commission is paid or given
6directly or indirectly for soliciting any security holder in this state, and if, prior to
7any offer or sale, the issuer files a notice specifying the terms of the offer, all other
8information which the commissioner department by rule requires and any additional
9information required under s. 551.24 (6), and the commissioner department does not
10by order disallow the exemption within 10 days after the date of filing the notice or,
11if additional information is required under s. 551.24 (6), within 10 days after the date
12of filing that information. In this subsection, "security holder" includes a person who
13at the time of the transaction is a holder of convertible securities or nontransferable
14warrants or a holder of transferable warrants that are exercisable within not more
15than 90 days of their issuance but does not include a person who at the time of the
16transaction is a holder of only transferable warrants that are exercisable for more
17than 90 days after their issuance.
AB150, s. 6642 18Section 6642. 551.23 (15) (intro.) of the statutes is amended to read:
AB150,2163,819 551.23 (15) (intro.) Any offer or sale of an evidence of debt issued by a
20corporation organized and operated not for private profit but exclusively for
21religious, educational, benevolent or charitable purposes if the security qualifies
22under this exemption, and if there has been filed with the commissioner department
23prior to any offer or sale a notice identifying the security and the basis of its
24qualification under this exemption together with any further information as the
25commissioner department by rule or order requires, and any additional information

1required under s. 551.24 (6), and if the commissioner department does not by order
2disallow the exemption within 10 days after the date of filing the notice or, if
3additional information is required under s. 551.24 (6), within 10 days after the date
4of filing that information. The security qualifies under this exemption if the issuer
5and any predecessor have not defaulted within the current fiscal year or the 3
6preceding fiscal years in any fixed interest or principal obligation; and the issuer
7complies with rules of the commissioner department with respect to trust indentures
8and the use of a prospectus; and the security qualifies under either of the following:
AB150, s. 6643 9Section 6643. 551.23 (15) (a) of the statutes is amended to read:
AB150,2163,1710 551.23 (15) (a) The issuer and its predecessors have not been in existence for
113 years, and the securities proposed to be sold are secured by a mortgage or deed of
12trust upon land and buildings which is or will become a first lien at or prior to the
13issuance of such evidences of debt or provision satisfactory to the commissioner
14department is made for impounding the proceeds from their sale until such first lien
15is established, and the total amount of such securities does not exceed 50% of the then
16fair market value of the land and buildings included in such mortgage or deed of
17trust, less the amount of any unpaid special assessment taxes; or
AB150, s. 6644 18Section 6644. 551.23 (18) of the statutes is amended to read:
AB150,2163,2119 551.23 (18) Any other transaction as to which the commissioner department
20by rule or order finds that registration is not necessary or appropriate for the
21protection of investors.
AB150, s. 6645 22Section 6645. 551.23 (19) (c) 2. a. of the statutes is amended to read:
AB150,2164,223 551.23 (19) (c) 2. a. Any disqualification under this paragraph involving a
24broker-dealer or agent is waived if the broker-dealer or agent is or continues to be

1licensed in this state as a broker-dealer or agent after notifying the commissioner
2department of the act or event causing disqualification.
AB150, s. 6646 3Section 6646. 551.23 (19) (c) 2. b. of the statutes is amended to read:
AB150,2164,64 551.23 (19) (c) 2. b. The commissioner department may waive any
5disqualification under this paragraph upon a showing of good cause that it is not
6necessary under the circumstances that use of the exemption be denied.
AB150, s. 6647 7Section 6647. 551.23 (19) (d) of the statutes is amended to read:
AB150,2164,158 551.23 (19) (d) Not later than the earlier of the date on which the first use of
9an offering document or the first sale is made in this state in reliance on the
10exemption under par. (a), there is filed with the commissioner department a notice
11comprised of offering material in compliance with the requirements of Rule 502 of
12Regulation D under the securities act of 1933, a completed Form D as prescribed by
13Rule 503 of Regulation D under the securities act of 1933, and a fee of $200. Material
14amendments to the offering document shall be filed with the commissioner
15department not later than the date of their first use in this state.
AB150, s. 6648 16Section 6648. 551.23 (19) (f) of the statutes is amended to read:
AB150,2164,2417 551.23 (19) (f) The commissioner department may, by order, increase the
18number of purchasers or waive any other conditions of the exemption under par. (a)
19for a particular offering. The commissioner department shall not require the filing
20of advertising used in connection with offers or sales in reliance on the exemption.
21The exemption may be revoked by order of the commissioner department, but only
22if the offering constitutes or would constitute a violation of s. 551.31 and notice
23thereof has been received by the issuer, or constitutes or would constitute a violation
24of s. 551.41.
AB150, s. 6649 25Section 6649. 551.235 (intro.) of the statutes is amended to read:
AB150,2165,4
1551.235 Seasoned issuer exempt transactions. (intro.) A registration
2exemption is available for any offer or sale of securities that meets all of the following
3conditions or that meets all of the following conditions other than any condition or
4conditions waived by the commissioner department upon a showing of good cause:
AB150, s. 6650 5Section 6650. 551.235 (6) (a) (intro.) of the statutes is amended to read:
AB150,2165,76 551.235 (6) (a) Filing requirements. (intro.) The issuer or applicant files all
7of the following with the commissioner department:
AB150, s. 6651 8Section 6651. 551.235 (6) (a) 5. of the statutes is amended to read:
AB150,2165,149 551.235 (6) (a) 5. An undertaking, signed by a person authorized by the issuer
10or applicant, to file promptly with the commissioner department all pre-effective
11amendments to the federal registration statement for the securities, to notify
12promptly the commissioner department by telephone or wire of the date and time
13when the federal registration statement becomes effective and to file promptly with
14the commissioner department 2 copies of the final prospectus.
AB150, s. 6652 15Section 6652. 551.235 (6) (b) of the statutes is amended to read:
AB150,2165,1916 551.235 (6) (b) Time for filing. The documents and fee prescribed in par. (a) are
17filed with the commissioner department not later than the earlier of the date of the
18first use of the preliminary or final offering document in this state or the first sale
19in this state.
AB150, s. 6653 20Section 6653. 551.24 (1) of the statutes is amended to read:
AB150,2165,2321 551.24 (1) The commissioner department may by order deny or revoke any
22exemption under s. 551.22, 551.23 or 551.235 with respect to a specified security or
23transaction.
AB150, s. 6654 24Section 6654. 551.24 (2) of the statutes is amended to read:
AB150,2166,5
1551.24 (2) If the public interest and the protection of investors so require, the
2commissioner department may by order summarily deny or revoke any exemption
3under s. 551.22, 551.23 or 551.235 with respect to a specified security or transaction.
4Upon entry of the order, the commissioner department shall serve upon all named
5parties a copy of the order and notify the parties of their right to request a hearing.
AB150, s. 6655 6Section 6655. 551.24 (4) (intro.) of the statutes is amended to read:
AB150,2166,107 551.24 (4) (intro.) A person who offers or sells a security pursuant to an
8exemption under s. 551.22, 551.23 or 551.235 after the exemption is denied or
9revoked by an order of the commissioner department does not violate s. 551.21 (1)
10if:
AB150, s. 6656 11Section 6656. 551.24 (6) of the statutes is amended to read:
AB150,2166,1912 551.24 (6) With respect to an exemption under s. 551.22 or 551.23 that is
13perfected if a notice or other information is filed with the commissioner department
14and the commissioner department does not disallow the exemption within a specified
15period after the filing, the commissioner department may, within 10 days after the
16filing date of the notice or other information, require that additional information
17reasonably related to the offering be filed. If the commissioner department requires
18additional information, the date by which the commissioner department may
19disallow the exemption is 10 days after the date of filing that information.
AB150, s. 6657 20Section 6657. 551.25 (2) (b) of the statutes is amended to read:
AB150,2166,2521 551.25 (2) (b) If the commissioner department by rule or otherwise requires,
22a copy of the articles of incorporation and bylaws or their substantial equivalents
23currently in effect, a copy of any agreements with or among underwriters, a copy of
24any indenture or other instrument governing the issuance of the security to be
25registered, and a specimen or copy of the security;
AB150, s. 6658
1Section 6658. 551.25 (2) (c) of the statutes is amended to read:
AB150,2167,32 551.25 (2) (c) If the commissioner department requires, any other information,
3or copies of any documents, filed under the securities act of 1933; and
AB150, s. 6659 4Section 6659. 551.25 (2) (d) of the statutes is amended to read:
AB150,2167,95 551.25 (2) (d) An undertaking to forward all future amendments to the federal
6prospectus, other than an amendment which merely delays the effective date of the
7registration statement, not later than the first business day after they are forwarded
8to or filed with the securities and exchange commission, or such longer period as the
9commissioner department permits.
AB150, s. 6660 10Section 6660. 551.25 (3) (a) 2. of the statutes is amended to read:
AB150,2167,1211 551.25 (3) (a) 2. The registration statement has been on file with the
12commissioner department for at least 10 days.
AB150, s. 6661 13Section 6661. 551.25 (3) (a) 3. of the statutes is amended to read:
AB150,2167,1714 551.25 (3) (a) 3. A statement of the maximum and minimum proposed offering
15prices and the maximum underwriting discounts and commissions has been on file
16for 2 full business days or such shorter period as the commissioner department
17permits, and the offering is made within these limitations.
AB150, s. 6662 18Section 6662. 551.25 (3) (b) of the statutes is amended to read:
AB150,2168,1919 551.25 (3) (b) The registrant shall promptly notify the commissioner
20department by telephone or telegram of the date and time when the federal
21registration statement became effective and the content of the price amendment, if
22any, and shall promptly file a post-effective amendment containing the information
23and documents in the price amendment. "Price amendment" means the final federal
24amendment which includes a statement of the offering price, underwriting and
25selling discounts or commissions, amount of proceeds, conversion rates, call prices

1and other matters dependent upon the offering price. Upon failure to receive the
2required notification and post-effective amendment with respect to the price
3amendment, the commissioner department may enter a stop order, without notice or
4hearing, retroactively denying effectiveness to the registration statement or
5suspending its effectiveness until compliance with this subsection is effected, if the
6commissioner department promptly notifies the registrant by telephone or telegram
7of the issuance of the order. If the registrant proves compliance with the
8requirements of this subsection as to notice and post-effective amendment, the stop
9order shall be vacated. The commissioner department may by rule or otherwise
10waive any of the conditions specified in par. (a). If the federal registration statement
11becomes effective before all the conditions in this subsection are satisfied and they
12are not waived, the registration statement automatically becomes effective as soon
13as all the conditions are satisfied. If the registrant advises the commissioner
14department of the date when the federal registration statement is expected to
15become effective, the commissioner department shall promptly advise the registrant
16by telephone or telegram, at the registrant's expense, whether all the conditions are
17satisfied and whether the commissioner department then contemplates the
18institution of a proceeding under s. 551.28; but this advice by the commissioner
19department does not preclude the institution of such a proceeding at any time.
AB150, s. 6663 20Section 6663. 551.26 (2) of the statutes is amended to read:
AB150,2169,221 551.26 (2) A registration statement under this section shall contain the
22information specified in s. 551.27 (2), shall be accompanied by the consent to service
23of process required by s. 551.65 (1), and shall contain such further information and
24be accompanied by such further documents as the commissioner department by rule

1or otherwise requires. For this purpose the commissioner department may classify
2issuers and types of securities.
AB150, s. 6664 3Section 6664. 551.26 (3) of the statutes is amended to read:
AB150,2169,104 551.26 (3) Registration under this section becomes effective when the
5commissioner department so orders. If a registration statement has been on file for
6at least 30 days and all information required by the commissioner department has
7been furnished, the person filing the statement may at any time file a written request
8that the commissioner department take action within 10 days following the filing of
9such request. If a request is filed, and the commissioner department takes no action
10within the period, the registration becomes effective at the end of the 10-day period.
AB150, s. 6665 11Section 6665. 551.26 (4) of the statutes is amended to read:
AB150,2169,2212 551.26 (4) The commissioner department may by rule or order require as a
13condition of registration under this section that a prospectus containing any
14designated part of the information contained in the registration statement or filed
15with it be sent or given to each person to whom an offer is made before or concurrently
16with the first written offer made to the person, otherwise than by means of a public
17advertisement, by or for the account of the issuer or any other person on whose behalf
18the offering is made, or by any underwriter or broker-dealer who is offering part of
19an unsold allotment or subscription taken by him or her as a participant in the
20distribution; or the confirmation of any sale made by or for the account of any person;
21or the payment pursuant to any sale; or the delivery of the security pursuant to any
22sale; whichever first occurs.
AB150, s. 6666 23Section 6666. 551.27 (1) of the statutes is amended to read:
AB150,2170,224 551.27 (1) A registration statement may be filed by the issuer, any other person
25on whose behalf the offering is to be made or a licensed broker-dealer, but the

1commissioner department may in specific cases require that it be executed by the
2issuer.
AB150, s. 6667 3Section 6667. 551.27 (4) of the statutes is amended to read:
AB150,2170,54 551.27 (4) The commissioner department may by rule or otherwise permit the
5omission of any item of information or document from any registration statement.
AB150, s. 6668 6Section 6668. 551.27 (5) of the statutes is amended to read:
AB150,2170,137 551.27 (5) The commissioner department may by rule or order require as a
8condition of registration, and at the expense of the applicant or registrant, that a
9report by an accountant, engineer, appraiser or other professional person be filed.
10The commissioner department may also designate one of the commissioner's
11department's employes to make an examination of the business and records of an
12issuer of securities for which a registration statement has been filed by qualification
13or coordination, at the expense of the applicant or registrant.
AB150, s. 6669 14Section 6669. 551.27 (7) of the statutes is amended to read:
AB150,2170,2515 551.27 (7) The commissioner department may by rule or order require as a
16condition of registration that any security issued within the past 3 years or to be
17issued to a promoter for a consideration substantially different from the public
18offering price, or to any person for a consideration other than cash, be deposited in
19escrow; or that the proceeds from the sale of the registered security in this state be
20impounded until the issuer receives a specified amount from the sale of the security
21either in this state or elsewhere; or the commissioner department may impose both
22such requirements. The commissioner department may by rule or order determine
23the conditions of any escrow or impounding required hereunder, but the
24commissioner department may not reject a depository solely because of location in
25another state.
AB150, s. 6670
1Section 6670. 551.27 (8) of the statutes is amended to read:
AB150,2171,42 551.27 (8) The commissioner department may by rule require that securities
3of designated classes shall be issued under a trust indenture containing such
4provisions as the commissioner department determines.
AB150, s. 6671 5Section 6671. 551.27 (9) of the statutes is amended to read:
AB150,2171,96 551.27 (9) The commissioner department may by rule or order require as a
7condition of registration that any security registered be sold only on a specified form
8of subscription or sale contract, and that a signed or conformed copy of each contract
9be filed with the commissioner department or preserved for any period up to 3 years.
AB150, s. 6672 10Section 6672. 551.27 (10) of the statutes is amended to read:
AB150,2171,1311 551.27 (10) The commissioner department may by rule or order impose other
12conditions under which a security registered by qualification or coordination may be
13sold, if these conditions are reasonable and in the public interest.
AB150, s. 6673 14Section 6673. 551.27 (11) of the statutes is amended to read:
AB150,2171,2415 551.27 (11) A registration statement is effective for one year from its effective
16date unless extended by rule or order of the commissioner department. All
17outstanding securities of the same class as a registered security are considered to be
18registered for the purpose of any transaction by or on behalf of a person not the issuer
19and not in control of the issuer or controlled by the issuer or under common control
20with the issuer, so long as the registration statement is effective, unless otherwise
21prescribed by order. A registration statement may not be withdrawn after its
22effective date if any of the securities registered have been sold in this state, unless
23permitted by rule or order of the commissioner department. No registration
24statement is effective during the time a stop order is in effect under s. 551.28.
AB150, s. 6674 25Section 6674. 551.27 (12) of the statutes is amended to read:
AB150,2172,8
1551.27 (12) During the effective period of a registration statement, the
2commissioner department may by rule or order require the person who filed the
3registration statement to file reports, not more often than quarterly, to keep
4reasonably current the information contained in the registration statement and to
5disclose the progress of the offering. If any of the securities registered have been sold
6in the state, the commissioner department may by rule or order extend the period for
7filing the reports for an additional period not exceeding 2 years from the date the
8registration became effective or the date of its last amendment or extension.
AB150, s. 6675 9Section 6675. 551.27 (14) of the statutes is amended to read:
AB150,2172,1410 551.27 (14) A registration statement relating to securities issued by any class
11of financial institutions, which the commissioner department by rule determines,
12may be amended after its effective date so as to increase the specified amount of
13securities proposed to be offered. The amendment becomes effective when the
14commissioner department so orders.
AB150, s. 6676 15Section 6676. 551.27 (15) of the statutes is amended to read:
AB150,2172,2016 551.27 (15) No warrant or right to purchase or subscribe to another security
17and no security convertible into another security shall be registered unless it appears
18to the commissioner department that both the warrant or right or convertible
19security and the securities deliverable on the exercise of the warrant or right or
20conversion privilege comply with this chapter.
AB150, s. 6677 21Section 6677. 551.28 (1) (intro.) of the statutes is amended to read:
AB150,2172,2522 551.28 (1) (intro.) The commissioner department may issue a stop order
23denying effectiveness to, or suspending or revoking the effectiveness of, any
24registration statement if the commissioner department finds that the order is in the
25public interest and that:
AB150, s. 6678
1Section 6678. 551.28 (1) (c) of the statutes is amended to read:
AB150,2173,102 551.28 (1) (c) The securities are the subject of an administrative stop order or
3similar order or a permanent or temporary injunction of any court of competent
4jurisdiction entered under any other federal or state act applicable to the offering,
5but the commissioner department may not institute a proceeding against an effective
6registration statement under this paragraph more than one year from the date of the
7order or injunction relied on, and the commissioner department may not enter an
8order under this paragraph on the basis of an order or injunction entered under any
9other state act unless that order or injunction was based on facts which would
10currently constitute a ground for a stop order under this section;
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