AB831,22,2212
551.33
(1) Every licensed broker-dealer, agent and investment adviser shall
13make and keep all accounts, correspondence, memoranda, papers, books and other
14records which the division
by rule prescribes
by rule or order, subject to the
15limitations of section 15 of the Securities Exchange Act of 1934 for broker-dealers
16and section 222 of the Investment Advisers Act of 1940 for investment advisers. All
17records required shall be preserved for
3 years unless the division by rule prescribes
18otherwise for particular types of records the period prescribed by the division by rule
19or order. All required records shall
be kept within this state or shall, at the request
20of the division, be made available at any time for examination by the division either
21in the principal office of the licensee or by production of exact copies thereof in this
22state.
AB831, s. 53
23Section
53. 551.33 (2) of the statutes is amended to read:
AB831,23,224
551.33
(2) Every licensed broker-dealer and investment adviser shall file such
25reports as the division
by rule prescribes
by rule or order, subject to the limitations
1of section 15 of the Securities Exchange Act of 1934 for broker-dealers and section
2222 of the Investment Advisers Act of 1940 for investment advisers.
AB831, s. 54
3Section
54. 551.33 (3) of the statutes is amended to read:
AB831,23,104
551.33
(3) If the information contained in any application for
a license or other
5document filed with the division or an organization designated under s. 551.32 (1)
6(a) is or becomes inaccurate or incomplete in any material respect, the licensee
filing
7the application or document shall promptly file a correcting amendment
, except that
8a federal covered adviser shall file a correcting amendment when it is required to be
9filed with the securities and exchange commission, unless notification of the
10correction has been given under s. 551.32 (9) (a).
AB831, s. 55
11Section
55. 551.33 (4) of the statutes is amended to read:
AB831,24,312
551.33
(4) The division shall make periodic examinations, within or without
13this state, of the business and records of each licensed broker-dealer and investment
14adviser, at such times and in such scope as the division determines. The
15examinations may be made without prior notice to the broker-dealer or investment
16adviser. The expense reasonably attributable to any such examination shall be paid
17by the broker-dealer or investment adviser whose business is examined, but the
18expense so payable shall not exceed an amount which the division by rule prescribes.
19For the purpose of avoiding unnecessary duplication of examinations, the division,
20insofar as it is practicable in administering this subsection, may cooperate with
21securities administrators of other states, the securities and exchange commission,
22and any national securities exchange or national securities association registered
23under the
securities exchange act Securities Exchange Act of 1934. The division
24shall not make public the information obtained in the course of examinations, except
25when the division's duty under this chapter requires the division to take action
1regarding any broker-dealer or investment adviser or to make the information
2available to one of the organizations specified in this subsection, or except when
3called as a witness in any criminal or civil proceeding.
AB831, s. 56
4Section
56. 551.33 (8) of the statutes is created to read:
AB831,24,125
551.33
(8) With respect to investment advisers, the division may, by rule or
6order, require that certain information be furnished or disseminated as necessary or
7appropriate in the public interest or for the protection of investors and advisory
8clients. If the division promulgates rules or issues orders under this subsection
9requiring that information be furnished or disseminated, the division may, in its
10discretion, permit investment advisers to satisfy requirements of these rules or
11orders in whole or in part by furnishing clients or prospective clients information
12that would satisfy the requirements of the Investment Advisers Act of 1940.
AB831, s. 57
13Section
57. 551.34 (1) (b) of the statutes is amended to read:
AB831,24,1914
551.34
(1) (b) Has wilfully violated or wilfully failed to comply with any
15provision of this chapter or a predecessor law or the
securities act Securities Act of
161933, the
securities exchange act Securities Exchange Act of 1934, the
investment
17advisers act Investment Advisers Act of 1940, the
investment company act 18Investment Company Act of 1940, or any rule under any of such statutes or any order
19thereunder of which he or she has notice;
AB831, s. 58
20Section
58. 551.34 (1) (f) of the statutes is amended to read:
AB831,25,921
551.34
(1) (f) Is the subject of an order entered within the past 5 years by the
22securities administrator of any other state or by the securities and exchange
23commission denying, suspending or revoking the person's registration or license as
24a broker-dealer, agent
or, investment adviser
or federal covered adviser, or is the
25subject of an order of the securities and exchange commission or of a securities
1exchange or association registered under the
securities exchange act Securities
2Exchange Act of 1934 suspending or expelling such person from a securities
3exchange or association or forbidding the association or affiliation of the person with
4a broker-dealer or investment adviser, or is the subject of a U.S. postal service fraud
5order. The division may not institute a revocation or suspension proceeding under
6this paragraph more than one year from the date of the order relied on, and the
7division may not enter an order under this paragraph on the basis of an order under
8another state law or federal law unless the order was based on facts which would
9currently constitute a ground for an order under this section;
AB831, s. 59
10Section
59. 551.34 (5) of the statutes is amended to read:
AB831,25,1611
551.34
(5) If the division finds that any licensee or applicant is no longer in
12existence or has ceased to do business as a broker-dealer, agent
or, investment
13adviser
or investment adviser representative, or is subject to an adjudication of
14mental incompetence or to the control of a committee, conservator or guardian, or
15cannot be located after reasonable search, the division may on order issued
16summarily revoke the license or deny the application.
AB831, s. 60
17Section
60. 551.34 (6) of the statutes is renumbered 551.32 (9) (a) and
18amended to read:
AB831,26,719
551.32
(9) (a) Withdrawal from the status of a licensed broker-dealer, agent
20or, investment adviser
or investment adviser representative becomes effective 30
21days after receipt by the division or by an organization designated by rule of the
22division under s. 551.32 (1) (a) of an application to withdraw or within such shorter
23period as the division determines, unless a revocation or suspension proceeding is
24pending when the application is filed or a proceeding to revoke or suspend or to
25impose conditions upon the withdrawal is instituted within 30 days after the
1application is filed. If a proceeding is pending or instituted, withdrawal becomes
2effective at such time and upon such conditions as the division by order determines.
3If no proceeding is pending or instituted and withdrawal automatically becomes
4effective, the division may institute a revocation or suspension proceeding for the
5grounds specified under sub. (1) (b), (g), (m) or (n) within one year after withdrawal
6became effective and enter a revocation or suspension order as of the last date on
7which the license was in effect.
AB831, s. 61
8Section
61. 551.44 of the statutes is amended to read:
AB831,26,17
9551.44 Advisory activities. It is unlawful for any person who receives any
10consideration from another person primarily for advising the other person as to the
11value of securities or their purchase or sale, whether through the issuance of
12analyses or reports or otherwise, in this state, to employ any device, scheme or
13artifice to defraud the other person; or engage in any act, practice or course of
14business which operates or would operate as a fraud or deceit upon the other person
;
15or take or have custody of any securities or funds of any client unless the adviser is
16licensed as a broker-dealer under this chapter. The division may adopt rules
17defining the terms used in this section.
AB831, s. 62
18Section
62. 551.52 (1) (a) of the statutes is amended to read:
AB831,26,2319
551.52
(1) (a) There shall be a filing fee of $750 for every registration statement
20filed under s. 551.25 or 551.26
, and for every notice filing under s. 551.29 (1) (a).
21When If a registration statement is denied or withdrawn before the effective date or
22a pre-effective stop order is entered under s. 551.28,
or a notice filing is withdrawn,
23the filing fee shall be retained.
AB831, s. 63
24Section
63. 551.52 (1) (b) of the statutes is renumbered 551.52 (1) (b) 1. and
25amended to read:
AB831,27,9
1551.52
(1) (b) 1. An indefinite amount of securities shall be registered
for offer
2and sale in this state under a registration statement relating to redeemable
3securities issued by an open-end management company or a face amount certificate
4company, as defined in the
investment company act
Investment Company Act of
51940, and the applicant shall pay the fee under par. (a). The registrant also shall,
6within 60 days after the end of each fiscal year during which its registration
7statement is effective and within 60 days after the registration is terminated, file a
8report on a form prescribed by rule of the division
in which. The form shall require 9the registrant
does any to do one of the following:
AB831,27,1110
a.
Elects Elect not to
report include the information under subd.
2. 1. b. and
11instead
pays pay a fee of $1,500.
AB831,27,1612
b.
Reports Report the amount of securities sold to persons in this state during
13the preceding fiscal year or, if the registration is terminated, during the portion of
14the preceding fiscal year during which the registration was effective, and
pays pay 15a fee of 0.05% of the dollar amount of the securities sold to persons in this state, but
16not less than $150 nor more than $1,500.
AB831, s. 64
17Section
64. 551.52 (1) (b) 2. of the statutes is created to read:
AB831,28,218
551.52
(1) (b) 2. An indefinite amount of securities is eligible for offer and sale
19in this state resulting from a notice filing under s. 551.29 (1) (a) for the initial offer
20of a federal covered security under section 18 (b) (2) of the Securities Act of 1933, if
21the filing party has notified the division of the issuer's fiscal year, and the filing party
22pays the fee under par. (a). The filing party shall also, within 90 days after the end
23of each fiscal year following the filing under s. 551.29 (1) (a), and within 90 days after
24sales in this state have terminated, file a report to allow the division to determine
1that the amount of the fee paid is correct. The report shall be on a form prescribed
2by rule of the division and shall require the filing party to do one of the following:
AB831,28,43
a. Elect not to include the information under subd. 2. b. and instead pay a fee
4of $1,500.
AB831,28,95
b. Report the amount of securities sold to persons in this state during the
6preceding fiscal year or, if sales have terminated, during the portion of the preceding
7fiscal year during which sales were made, and pay a fee of 0.05% of the dollar amount
8of the securities sold to persons in this state, but not less than $150 nor more than
9$1,500.
AB831, s. 65
10Section
65. 551.52 (2) of the statutes is amended to read:
AB831,28,2011
551.52
(2) Every applicant for an initial or renewal license under s. 551.32 shall
12pay a filing fee of $200 in the case of a broker-dealer
, or investment adviser and $30
13in the case of an agent representing a broker-dealer or issuer or
a person
14representing an investment adviser
, and $200 in the case of an investment adviser 15representative. Every federal covered adviser in this state that is required to make
16a notice filing under s. 551.32 (1m) shall pay an initial or renewal notice filing fee of
17$200. A broker-dealer
or, investment adviser
, or federal covered adviser 18maintaining a branch office within this state shall pay an additional filing fee of $30
19for each branch office. When an application is denied
, or
an application or a notice
20filing is withdrawn, the filing fee shall be retained.
AB831, s. 66
21Section
66. 551.53 (1) (b) of the statutes is amended to read:
AB831,28,2422
551.53
(1) (b) That has not been filed with the division not later than the date
23of publication or circulation, except
for advertising relating to a federal covered
24security or except as the division may otherwise provide by rule or order.
AB831, s. 67
25Section
67. 551.55 of the statutes is amended to read:
AB831,29,10
1551.55 Unlawful representations. Neither the fact that a
notice filing, 2registration statement or an application for a license has been filed nor the fact that
3a security is effectively registered or a person is licensed constitutes a finding by the
4division that any document filed under this chapter is true, complete and not
5misleading. Neither any such fact nor the fact that an exemption or exception is
6available for a security or a transaction means that the division has passed in any
7way upon the merits or qualifications of, or recommended or given approval to, any
8person, security or transaction. It is unlawful to make, or cause to be made, to any
9prospective purchaser, customer or client any representation inconsistent with the
10foregoing.
AB831, s. 68
11Section
68. 551.63 (1), (2) and (3) of the statutes are amended to read:
AB831,29,1912
551.63
(1) The division may make, amend and rescind any rules, forms and
13orders that are necessary to carry out this chapter, including rules and forms
14governing registration statements,
notice filings, applications and reports, and
15defining any terms, whether or not used in this chapter, insofar as the definitions are
16not inconsistent with this chapter
or federal statutes or regulations. For the purpose
17of rules and forms, the division may classify securities, persons and matters within
18the division's jurisdiction, and prescribe different requirements for different classes.
19Rules shall be made and published in accordance with ch. 227.
AB831,30,2
20(2) No rule, form or order may be made, amended or rescinded unless the
21division finds that the action is necessary or appropriate in the public interest and
22for the protection of investors. In prescribing rules and forms the division may
23cooperate with the securities administrators of other states and the securities and
24exchange commission with a view to achieving maximum uniformity in the form and
1content of registration statements,
notice filings, applications and reports wherever
2practicable.
AB831,30,10
3(3) The Subject to section 15 of the Securities Exchange Act of 1934 and section
4222 of the Investment Advisers Act of 1940, the division may by rule or order
5prescribe the form and content of financial statements required under this chapter,
6the circumstances under which consolidated financial statements shall be filed, and
7whether any required financial statements shall be certified by independent or
8certified public accountants. All financial statements shall be prepared in
9accordance with generally accepted accounting practices unless otherwise permitted
10by rule or order.
AB831, s. 69
11Section
69. 551.64 (2) and (3) of the statutes are amended to read:
AB831,30,1612
551.64
(2) The division shall keep a register of all licenses
, notice filings and
13registration statements which are or have ever been effective under this chapter and
14predecessor laws and all denial, suspension
or and revocation orders which have
15been entered under this chapter and predecessor laws. The register shall be open
16for public inspection.
AB831,30,19
17(3) The information contained in or filed with any registration statement,
18notice filing, application or report shall be made available to the public in accordance
19with rules adopted by the division.
AB831, s. 70
20Section
70. 551.65 (1) of the statutes is amended to read:
AB831,31,1421
551.65
(1) Every applicant for license or registration under this chapter
, every
22person filing a filing notice under this chapter and every issuer which proposes to
23offer a security in this state through any person acting as agent shall file with the
24division or, if applying for a license, with the organization designated by the division
25under s. 551.32 (1) (a), an irrevocable consent appointing the division to be his or her
1attorney to receive service of any lawful process in any noncriminal suit, action or
2proceeding against him or her or a successor, executor or administrator which arises
3under this chapter or any rule or order under this chapter after the consent has been
4filed, with the same validity as if served personally on the person filing the consent.
5The consent shall be in the form the division by rule prescribes. The consent need
6not be filed by a person who has filed a consent in connection with a previous
7registration
or notice filing or license which is then in effect. Service may be made
8by leaving a copy of the process at the office of the division, but it is not effective
9unless the plaintiff, who may be the division in a suit, action or proceeding instituted
10by the division, promptly sends notice of the service and a copy of the process by
11registered or certified mail to the defendant or respondent at the person's last
12address on file with the division, and the plaintiff's affidavit of compliance with this
13subsection is filed in the case on or before the return day of the process, or within such
14time as the court allows.