AB150, s. 6797 4Section 6797. 553.03 (3) of the statutes is amended to read:
AB150,2209,65 553.03 (3) "Commissioner" " Department" means the commissioner of
6securities
department of financial institutions.
AB150, s. 6798 7Section 6798. 553.03 (5m) (a) of the statutes is amended to read:
AB150,2209,108 553.03 (5m) (a) The purchase or agreement to purchase goods at a bona fide
9wholesale price. The commissioner department may issue rules defining wholesale
10transactions exempt under this paragraph.
AB150, s. 6799 11Section 6799. 553.03 (5m) (d) of the statutes is amended to read:
AB150,2209,1312 553.03 (5m) (d) Any other consideration which the commissioner department
13by rule excludes from "franchise fee".
AB150, s. 6800 14Section 6800. 553.03 (9) of the statutes is amended to read:
AB150,2209,1715 553.03 (9) "Order" means every direction or determination of the commissioner
16department designated an order and made in writing over the signature and seal of
17by the commissioner department, except a rule as defined under s. 227.01 (13).
AB150, s. 6801 18Section 6801. 553.22 (1) (intro.) of the statutes is amended to read:
AB150,2209,2219 553.22 (1)Exemption. (intro.) A franchisor may obtain an exemption for one
20year from registering an offer to sell or a sale of a franchise under s. 553.21 if the
21franchisor satisfies all of the following conditions other than any condition waived
22by the commissioner department:
AB150, s. 6802 23Section 6802. 553.22 (1) (c) of the statutes is amended to read:
AB150,2210,324 553.22 (1) (c) Discloses in writing the information prescribed by rule of the
25commissioner department to each prospective franchisee at least 10 business days

1prior to the execution by the prospective franchisee of any binding franchise or other
2agreement or at least 10 business days prior to the receipt of any consideration,
3whichever first occurs.
AB150, s. 6803 4Section 6803. 553.22 (1) (d) of the statutes is amended to read:
AB150,2210,105 553.22 (1) (d) Files with the commissioner department at least 10 days before
6any offer or sale of a franchise in this state that relies on the exemption under this
7subsection a notice consisting of a copy of the information to be distributed to each
8prospective franchisee under par. (c), together with the consent to service of process
9as specified in s. 553.27 (10), the fee prescribed by rule of the commissioner
10department and any additional information required under s. 553.24 (6).
AB150, s. 6804 11Section 6804. 553.22 (2) of the statutes is amended to read:
AB150,2210,1712 553.22 (2) Effective date. The commissioner department may, by order,
13disallow the exemption within 10 days after the date on which the information
14required under sub. (1) is filed or, if additional information is required under s.
15553.24 (6), within 10 days after the date on which that information is filed. If the
16commissioner department does not disallow the exemption within the applicable
17time period, the exemption takes effect on the day after the time period expires.
AB150, s. 6805 18Section 6805. 553.22 (3) (intro.) of the statutes is amended to read:
AB150,2210,2419 553.22 (3)Extension. (intro.) The exemption under sub. (1) may be extended
20for additional one-year periods if the franchisor files all of the following with the
21commissioner department before the one-year exemption period, or an extension of
22the exemption period, expires or before a date set by the commissioner department
23if the commissioner department permits the franchisor to file for an extension after
24the expiration of the franchisor's previous exemption period:
AB150, s. 6806 25Section 6806. 553.22 (3) (a) of the statutes is amended to read:
AB150,2211,5
1553.22 (3) (a) A copy of either the franchisor's current offering circular
2prepared in the form required by rule of the commissioner department under s.
3553.27 (4) for offering circulars used in connection with a registered franchise or the
4franchisor's current disclosure document prepared in the form required by 16 CFR
5436
.
AB150, s. 6807 6Section 6807. 553.22 (3) (d) of the statutes is amended to read:
AB150,2211,77 553.22 (3) (d) The fee prescribed by rule of the commissioner department.
AB150, s. 6808 8Section 6808. 553.235 (2) (b) of the statutes is amended to read:
AB150,2211,109 553.235 (2) (b) The commissioner department may, by rule or order, withdraw
10or further condition the availability of the exemption under sub. (1).
AB150, s. 6809 11Section 6809. 553.24 (1) of the statutes is amended to read:
AB150,2211,1412 553.24 (1) The commissioner department may by order deny or revoke any
13exemption under s. 553.22, 553.23, 553.235 or 553.25 with respect to the offer or sale
14of a franchise for any of the grounds specified in s. 553.28 (1).
AB150, s. 6810 15Section 6810. 553.24 (2) of the statutes is amended to read:
AB150,2211,1916 553.24 (2) If the public interest and the protection of investors so require, the
17commissioner department may, by order, summarily deny or revoke any exemption
18under s. 553.22, 553.23, 553.235 or 553.25 with respect to the offer or sale of a
19franchise.
AB150, s. 6811 20Section 6811. 553.24 (4) (intro.) of the statutes is amended to read:
AB150,2211,2321 553.24 (4) (intro.) A person who offers or sells a franchise pursuant to an
22exemption under s. 553.22, 553.23, 553.235 or 553.25 after the exemption is denied
23or revoked by an order of the commissioner department does not violate s. 553.21 if:
AB150, s. 6812 24Section 6812. 553.24 (6) of the statutes is amended to read:
AB150,2212,8
1553.24 (6) Within 10 days after the filing date of the information required
2under s. 553.22 or an application for an exemption under s. 553.25, the commissioner
3department may require that additional information be filed if the commissioner
4department determines that the information is reasonably necessary to establish an
5exemption under s. 553.22 or 553.25. If the commissioner department requires
6additional information, the exemption is not effective until 10 days after the
7additional information is filed with the commissioner department, unless a shorter
8period is permitted by the commissioner department.
AB150, s. 6813 9Section 6813. 553.25 of the statutes is amended to read:
AB150,2212,13 10553.25 (title) Exemption by commissioner department. The
11commissioner department may by rule or order exempt from registration under s.
12553.21 any offer or sale of a franchise if registration is not necessary or appropriate
13in the public interest or for the protection of investors.
AB150, s. 6814 14Section 6814. 553.26 (intro.) of the statutes is amended to read:
AB150,2212,17 15553.26 Application for registration. (intro.) The application for
16registration of an offer shall be filed with the commissioner department and shall
17contain the following:
AB150, s. 6815 18Section 6815. 553.26 (4) of the statutes is amended to read:
AB150,2212,2119 553.26 (4) Such information concerning the identity and business experience
20of persons affiliated with the franchisor, as the commissioner department may by
21rule prescribe.
AB150, s. 6816 22Section 6816. 553.26 (7) (intro.) of the statutes is amended to read:
AB150,2212,2523 553.26 (7) (intro.) A recent financial statement of the franchisor, together with
24a statement of any material changes in the financial condition of the franchisor from
25the date thereof. The commissioner department may by rule or order prescribe:
AB150, s. 6817
1Section 6817. 553.26 (18) of the statutes is amended to read:
AB150,2213,32 553.26 (18) A statement of the number of franchises presently operating and
3proposed to be sold, as may be required by rule of the commissioner department.
AB150, s. 6818 4Section 6818. 553.26 (20) of the statutes is amended to read:
AB150,2213,65 553.26 (20) Other information related to the application as the commissioner
6department may reasonably require.
AB150, s. 6819 7Section 6819. 553.27 (2) of the statutes is amended to read:
AB150,2213,178 553.27 (2) If the commissioner department finds that the applicant has failed
9to demonstrate that adequate financial arrangements have been made to fulfill
10obligations to provide real estate, improvements, equipment, inventory, training or
11other items included in the offering, the commissioner department may by rule or
12order require the escrow of franchise fees and other funds paid by the franchisee or
13subfranchisor until no later than the time of opening of the franchise business, or,
14at the option of the franchisor, the furnishing of a surety bond as provided by rule of
15the commissioner department, if the commissioner department finds that such
16requirement is necessary and appropriate to protect prospective franchisees or
17subfranchisors.
AB150, s. 6820 18Section 6820. 553.27 (3) of the statutes is amended to read:
AB150,2213,2519 553.27 (3) The application for registration shall be accompanied by a proposed
20offering prospectus, which shall contain the material information set forth in the
21application for registration, as specified by rule of the commissioner department, and
22such additional disclosures as the commissioner department may require. The
23prospectus shall recite in bold type of not less than 10-point type that registration
24does not constitute approval recommendation or indorsement by the commissioner
25department.
AB150, s. 6821
1Section 6821. 553.27 (4) of the statutes is amended to read:
AB150,2214,72 553.27 (4) No franchise subject to registration under this chapter may be sold
3in this state unless a copy of the offering circular in the form prescribed by rule of the
4commissioner department is provided to the prospective franchisee at least 10
5business days prior to the execution by the prospective franchisee of any binding
6franchise or other agreement or at least 10 business days prior to the receipt of any
7consideration, whichever first occurs.
AB150, s. 6822 8Section 6822. 553.27 (6) of the statutes is amended to read:
AB150,2214,169 553.27 (6) The commissioner department may accept and act upon the
10opinions, appraisals and reports of any engineers, appraisers or other experts which
11may be presented by an applicant or any interested party, on any question of fact
12concerning or affecting the franchises proposed to be offered and sold. In lieu of, or
13in addition to, such opinions, appraisals and reports, the commissioner department
14may have any or all matters concerning or affecting such franchises investigated,
15appraised, passed upon and certified to the commissioner department by engineers,
16appraisers or other experts selected by the commissioner department.
AB150, s. 6823 17Section 6823. 553.27 (7) of the statutes is amended to read:
AB150,2214,2218 553.27 (7) Any document filed under this chapter or ch. 551 may be
19incorporated by reference in a subsequent application filed under this chapter if it
20was filed within 2 years prior to the filing of such application, or is otherwise
21available in the files of the commissioner department, to the extent that the
22document is currently accurate.
AB150, s. 6824 23Section 6824. 553.27 (8) of the statutes is amended to read:
AB150,2215,3
1553.27 (8) The registration statement shall consist of a circular containing
2those items required by s. 553.26 to be disclosed to investors together with other
3documents which the commissioner department by rule prescribes.
AB150, s. 6825 4Section 6825. 553.27 (9) of the statutes is amended to read:
AB150,2215,135 553.27 (9) Neither the fact that an application for registration under this
6chapter has been filed, nor the fact that such registration has become effective
7constitutes a finding by the commissioner department that any document filed under
8this chapter is true, complete or not misleading. Neither any such fact nor the fact
9that an exemption is available for a transaction means that the commissioner
10department has passed in any way upon the merits or qualifications of, or
11recommended or given approval to, any person, franchise or transaction. No person
12may make or cause to be made to any prospective purchaser or offeree any
13representation inconsistent with this subsection.
AB150, s. 6826 14Section 6826. 553.27 (10) of the statutes is amended to read:
AB150,2216,615 553.27 (10) Every applicant for registration of an offer to sell franchises under
16this chapter shall file with the commissioner department, in such form as the
17commissioner department by rule prescribes, an irrevocable consent appointing the
18commissioner or the commissioner's successor in office department to be the
19applicant's attorney to receive service of any lawful process in any civil action against
20the applicant or the applicant's successor, executor or administrator, which arises
21under this chapter or any rule or order under this chapter after the consent has been
22filed, with the same force and validity as if served personally on the person filing the
23consent. A person who has filed a consent in connection with a previous registration
24under this chapter need not file another. Service may be made by leaving a copy of
25the process in the office of the commissioner department but it is not effective unless

1the plaintiff, who may be the commissioner department in an action instituted by the
2commissioner department, forthwith sends notice of the service and a copy of the
3process by registered or certified mail to the defendant or respondent at his or her
4last address on file with the commissioner department, and the plaintiff's affidavit
5of compliance with this subsection is filed in the case on or before the return day of
6the process, if any, or within such further time as the court allows.
AB150, s. 6827 7Section 6827. 553.27 (11) (a) of the statutes is amended to read:
AB150,2216,148 553.27 (11) (a) A registrant may withdraw a registration statement,
9registration renewal statement or an amendment to the registration statement, and
10an applicant may withdraw an application for registration or an amendment to the
11application, if the registrant or applicant files with the commissioner department a
12written request for withdrawal. Except as provided in par. (b), withdrawal is
13effective at 12 midnight of the day on which the withdrawal request is filed with the
14commissioner department.
AB150, s. 6828 15Section 6828. 553.27 (11) (b) of the statutes is amended to read:
AB150,2216,2016 553.27 (11) (b) Withdrawal is effective at the time and upon the conditions set
17by the commissioner department by order if a proceeding to deny effectiveness to, or
18to postpone, suspend or revoke effectiveness of, the registration statement is pending
19when the request for withdrawal is filed or is begun within 30 days after the request
20for withdrawal is filed.
AB150, s. 6829 21Section 6829. 553.28 (1) (intro.) of the statutes is amended to read:
AB150,2216,2422 553.28 (1) (intro.) The commissioner department may issue an order denying
23effectiveness to, or postponing, suspending or revoking effectiveness of, any
24registration statement if the commissioner department finds any of the following:
AB150, s. 6830 25Section 6830. 553.28 (1) (a) of the statutes is amended to read:
AB150,2217,2
1553.28 (1) (a) That there has been a failure to comply with this chapter or the
2rules of the commissioner department pertaining thereto.
AB150, s. 6831 3Section 6831. 553.28 (1) (e) of the statutes is amended to read:
AB150,2217,74 553.28 (1) (e) That the applicant or registrant has failed to pay the proper filing
5fee; but the commissioner department may enter only a denial order under this
6paragraph and the commissioner department shall vacate any such order when the
7deficiency has been corrected.
AB150, s. 6832 8Section 6832. 553.28 (2) of the statutes is amended to read:
AB150,2217,119 553.28 (2) If the public interest and the protection of investors so require, the
10commissioner department may by order summarily deny, postpone, suspend or
11revoke the effectiveness of the registration.
AB150, s. 6833 12Section 6833. 553.28 (3) of the statutes is amended to read:
AB150,2217,1613 553.28 (3) The commissioner department may vacate or modify an order
14entered under s. 553.24 or this section if the commissioner department finds that the
15conditions which prompted its entry have changed or that it is otherwise in the public
16interest to do so.
AB150, s. 6834 17Section 6834. 553.29 (1) (a) of the statutes is amended to read:
AB150,2217,2218 553.29 (1) (a) Except as provided in par. (b), if no order under s. 553.24, 553.28
19or 553.60 is in effect, registration of the offer of franchises becomes effective at 12
20midnight of the 15th business day after the filing of the application for registration
21or the last amendment thereto, or at such earlier time as the commissioner
22department determines.
AB150, s. 6835 23Section 6835. 553.29 (1) (b) of the statutes is amended to read:
AB150,2218,424 553.29 (1) (b) If the commissioner department requires the submission of
25additional information under s. 553.26 (20) before the registration of the offer of

1franchises becomes effective under par. (a) and if no order under s. 553.24, 553.28 or
2553.60 is in effect, the registration becomes effective at 12 midnight of the 15th
3business day after the additional information is filed with the commissioner
4department, or at such earlier time as the commissioner department determines.
AB150, s. 6836 5Section 6836. 553.29 (2) of the statutes is amended to read:
AB150,2218,86 553.29 (2) A franchise offering shall be duly registered for a period of one year
7from the effective date of the registration, unless the commissioner department by
8order or rule specifies a different period.
AB150, s. 6837 9Section 6837. 553.29 (3) of the statutes is amended to read:
AB150,2218,1210 553.29 (3) Registration of franchises shall be by order of the commissioner
11department, but the failure to issue an order shall not delay the effectiveness of a
12registration statement meeting the requirements of s. 553.26.
AB150, s. 6838 13Section 6838. 553.30 (1) of the statutes is amended to read:
AB150,2218,2114 553.30 (1) The registration statement may be renewed for additional periods
15of one year each, unless the commissioner department by rule or order specifies a
16different period, by submitting to the commissioner department a registration
17renewal statement no later than 15 business days prior to the expiration of the
18registration unless such period is waived by order of the commissioner department.
19If no order under this chapter is in effect, renewal of the registration statement
20becomes effective on the day on which the prior registration statement expires or at
21such earlier time as the commissioner department determines.
AB150, s. 6839 22Section 6839. 553.30 (2) of the statutes is amended to read:
AB150,2218,2523 553.30 (2) The registration renewal statement shall be in the form and content
24prescribed by the commissioner department, and shall be accompanied by 2 copies
25of the proposed offering prospectus.
AB150, s. 6840
1Section 6840. 553.31 (1) of the statutes is amended to read:
AB150,2219,92 553.31 (1) Except as provided in sub. (3), a franchisor shall within 30 days after
3the happening of any material event affecting a registered franchise notify the
4commissioner department in writing, by an application to amend the registration
5statement, of any material change in the information contained in the application
6as originally submitted, amended or renewed. The commissioner department may
7by rule further define what shall be considered a material change for such purposes,
8and the circumstances under which a revised offering prospectus must accompany
9such application.
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