SB483,55,2219 (r) Any additional information or records required by rule adopted or order
20issued under this chapter, including, without limitation, a report by accountants,
21engineers, appraisers, or another professional person as deemed necessary by the
22administrator.
SB483,56,2 23(3) Conditions for effectiveness of registration statement. A registration
24statement under this section becomes effective 30 days, or any shorter period
25provided by rule adopted or order issued under this chapter, after the date the

1registration statement or the last amendment other than a price amendment is filed,
2if all of the following apply:
SB483,56,33 (a) A stop order is not in effect and a proceeding is not pending under s. 551.306.
SB483,56,44 (b) The administrator has not issued an order under s. 551.306
SB483,56,55 (c) The applicant or registrant has not requested that effectiveness be delayed.
SB483,56,13 6(4) Delay of effectiveness of registration statement. The administrator may
7delay effectiveness once for not more than 90 days if the administrator determines
8and notifies via comment letter or other letter that the registration statement is not
9complete in all material respects and promptly notifies the applicant or registrant
10of that determination, which may be by means of a comment letter or correspondence
11and not an order. The administrator may also further delay effectiveness for a
12further period of not more than 30 days if the administrator determines that the
13delay is necessary or appropriate.
SB483,56,18 14(5) Prospectus distribution may be required. A rule adopted or order issued
15under this chapter may require as a condition of registration under this section that
16a prospectus containing a specified part of the information or record specified in sub.
17(2) be sent or given to each person to which an offer is made, before or concurrently,
18with the earliest of the following:
SB483,56,2319 (a) The first offer made in a record to the person otherwise than by means of
20a public advertisement, by or for the account of the issuer or another person on whose
21behalf the offering is being made or by an underwriter or broker-dealer that is
22offering part of an unsold allotment or subscription taken by the person as a
23participant in the distribution.
SB483,56,2424 (b) The confirmation of a sale made by or for the account of the person.
SB483,56,2525 (c) Payment pursuant to such a sale.
SB483,57,1
1(d) Delivery of the security pursuant to such a sale.
SB483,57,4 2551.305 Securities registration filings. (1) Who may file. A registration
3statement may be filed by the issuer, a person on whose behalf the offering is to be
4made, or a broker-dealer registered under this chapter.
SB483,57,9 5(2) Filing fee. A person filing a registration statement shall pay a filing fee
6as provided in s. 551.614 or as may be supplemented by rule of the administrator.
7If a registration statement is withdrawn before the effective date or a preeffective
8stop order is issued under s. 551.306, the administrator shall retain the fee as
9provided in s. 551.614 or as may be supplemented by rule of the administrator.
SB483,57,11 10(3) Status of offering. A registration statement filed under s. 551.303 or
11551.304 must specify all of the following:
SB483,57,1212 (a) The amount of securities to be offered in this state.
SB483,57,1413 (b) The states in which a registration statement or similar record in connection
14with the offering has been or is to be filed.
SB483,57,1715 (c) Any adverse order, judgment, or decree issued in connection with the
16offering by a state securities regulator, the Securities and Exchange Commission, or
17a court.
SB483,57,21 18(4) Incorporation by reference. A record filed under this chapter or the
19predecessor act within 5 years preceding the filing of a registration statement may
20be incorporated by reference in the registration statement to the extent that the
21record is currently accurate.
SB483,58,2 22(5) Nonissuer distribution. In the case of a nonissuer distribution,
23information or a record may not be required under sub. (9) or s. 551.304, unless it is
24known to the person filing the registration statement or to the person on whose

1behalf the distribution is to be made or unless it can be furnished by those persons
2without unreasonable effort or expense.
SB483,58,7 3(7) Form of subscription. A rule adopted or order issued under this chapter
4may require as a condition of registration that a security registered under this
5chapter be sold only on a specified form of subscription or sale contract and that a
6signed or conformed copy of each contract be filed under this chapter or preserved
7for a period specified by the rule or order, which may not be longer than 5 years.
SB483,58,20 8(8) Effective period. Except while a stop order is in effect under s. 551.306,
9a registration statement is effective for one year after its effective date, or for any
10longer period designated in an order under this chapter during which the security
11is being offered or distributed in a nonexempted transaction by or for the account of
12the issuer or other person on whose behalf the offering is being made or by an
13underwriter or broker-dealer that is still offering part of an unsold allotment or
14subscription taken as a participant in the distribution. For the purposes of a
15nonissuer transaction, all outstanding securities of the same class identified in the
16registration statement as a security registered under this chapter are considered to
17be registered while the registration statement is effective. If any securities of the
18same class are outstanding, a registration statement may not be withdrawn until one
19year after its effective date. A registration statement may be withdrawn only with
20the approval of the administrator.
SB483,58,25 21(9) Periodic reports. While a registration statement is effective, a rule
22adopted or order issued under this chapter may require the person that filed the
23registration statement to file reports, not more often than quarterly, to keep the
24information or other record in the registration statement reasonably current and to
25disclose the progress of the offering.
SB483,59,8
1(10) Posteffective amendments. A registration statement may be amended
2after its effective date. The posteffective amendment becomes effective when the
3administrator so orders. If a posteffective amendment is made to increase the
4number of securities specified to be offered or sold, the person filing the amendment
5shall pay a registration fee as provided in s. 551.614 or as may be supplemented by
6rule of the administrator. A posteffective amendment relates back to the date of the
7offering of the additional securities being registered if, within one year after the date
8of the sale, the amendment is filed and the additional registration fee is paid.
SB483,59,11 9(11) Indentures. The administrator may by rule require that securities be
10issued under a trust indenture, unless this requirement is waived by the
11administrator.
SB483,59,16 12551.306 Denial, suspension, and revocation of securities registration.
13(1)
Stop orders. The administrator may issue a stop order denying effectiveness to,
14or suspending or revoking the effectiveness of, a registration statement if the
15administrator finds that the order is in the public interest and that any of the
16following apply:
SB483,59,2117 (a) The registration statement as of its effective date or before the effective date
18in the case of an order denying effectiveness, an amendment under s. 551.305 (10)
19as of its effective date, or a report under s. 551.305 (9), is incomplete in a material
20respect or contains a statement that, in the light of the circumstances under which
21it was made, was false or misleading with respect to a material fact.
SB483,60,422 (b) This chapter or a rule adopted or order issued under this chapter or a
23condition imposed under this chapter has been willfully violated, in connection with
24the offering, by the person filing the registration statement; by the issuer, a partner,
25officer, or director of the issuer or a person having a similar status or performing a

1similar function; a promoter of the issuer; or a person directly or indirectly
2controlling or controlled by the issuer; but only if the person filing the registration
3statement is directly or indirectly controlled by or acting for the issuer; or by an
4underwriter.
SB483,60,145 (c) The security registered or sought to be registered is the subject of a
6permanent or temporary injunction of a court of competent jurisdiction or an
7administrative stop order or similar order issued under any federal, foreign, or state
8law other than this chapter applicable to the offering, but the administrator may not
9institute a proceeding against an effective registration statement under this
10paragraph more than one year after the date of the order or injunction on which it
11is based, and the administrator may not issue an order under this paragraph on the
12basis of an order or injunction issued under the securities act of another state unless
13the order or injunction was based on conduct that would constitute, as of the date of
14the order, a ground for a stop order under this section.
SB483,60,1615 (d) The issuer's enterprise or method of business includes or would include
16activities that are unlawful where performed.
SB483,60,1817 (e) With respect to a security sought to be registered under s. 551.303, there has
18been a failure to comply with the undertaking required by s. 551.303 (2) (d).
SB483,60,2019 (f) The applicant or registrant has not paid the filing fee, but the administrator
20shall void the order if the deficiency is corrected.
SB483,60,2221 (g) The offering will work or tend to work a fraud upon purchasers or would so
22operate.
SB483,61,2 23(3) Institution of stop order. The administrator may not institute a stop order
24proceeding against an effective registration statement on the basis of conduct or a
25transaction known to the administrator when the registration statement became

1effective unless the proceeding is instituted within 30 days after the registration
2statement became effective.
SB483,61,13 3(4) Summary process. The administrator may summarily revoke, deny,
4postpone, or suspend the effectiveness of a registration statement pending final
5determination of an administrative proceeding. Upon the issuance of the order, the
6administrator shall promptly notify each person specified in sub. (5) that the order
7has been issued, the reasons for the revocation, denial, postponement, or suspension,
8and that within 10 days after the receipt of a request in a record from the person the
9matter will be scheduled for a hearing. If a hearing is not requested and none is
10ordered by the administrator, within 30 days after the date of service of the order, the
11order becomes final. If a hearing is requested or ordered, the administrator, after
12notice of and opportunity for hearing for each person subject to the order, may modify
13or vacate the order or extend the order until final determination.
SB483,61,15 14(5) Procedural requirements for stop order. A stop order may not be issued
15under this chapter without all of the following:
SB483,61,1716 (a) Appropriate notice to the applicant or registrant, the issuer, and the person
17on whose behalf the securities are to be or have been offered.
SB483,61,1818 (b) An opportunity for hearing.
SB483,61,1919 (c) Findings of fact and conclusions of law in a record in accordance with ch. 227.
SB483,61,23 20(6) Modification or vacation of stop order. The administrator may modify
21or vacate a stop order issued under this section if the administrator finds that the
22conditions that caused its issuance have changed or that it is necessary or
23appropriate in the public interest or for the protection of investors.
SB483,62,2 24551.307 Waiver and modification. The administrator may waive or modify,
25in whole or in part, any or all of the requirements of ss. 551.302, 551.303, and 551.304

1(2) or the requirement of any information or record in a registration statement or in
2a periodic report filed pursuant to s. 551.305 (9).
SB483,62,73 subchapter iV
4 BROKER-DEALERS, AGENTS,
5 INVESTMENT ADVISERS, INVESTMENT
6 ADVISER REPRESENTATIVES, AND
7 FEDERAL COVERED INVESTMENT ADVISERS
SB483,62,11 8551.401 Broker-dealer registration requirement and exemptions. (1)
9Registration requirement. It is unlawful for a person to transact business in this
10state as a broker-dealer unless the person is registered under this chapter as a
11broker-dealer or is exempt from registration as a broker-dealer under sub. (2) or (4).
SB483,62,14 12(2) Exemptions from registration. A broker-dealer is exempt from the
13registration requirement of sub. (1) if its only transactions effected in this state are
14with the following:
SB483,62,1515 (a) The issuer of the securities involved in the transactions.
SB483,62,1716 (b) A broker-dealer registered as a broker-dealer under this chapter or not
17required to be registered as a broker-dealer under this chapter.
SB483,62,1818 (c) Institutional investors.
SB483,62,2019 (cm) Accredited investors as defined in Rule 501 (a) (1), (2), (3), (7) or (8) adopted
20under the Securities Act of 1933.
SB483,62,2321 (d) A nonaffiliated federal covered investment adviser with investments under
22management in excess of $100,000,000 acting for the account of others pursuant to
23discretionary authority in a signed record.
SB483,63,324 (e) A bona fide preexisting customer whose principal place of residence is not
25in this state and the person is registered as a broker-dealer under the Securities

1Exchange Act of 1934 or not required to be registered under the Securities Exchange
2Act of 1934 and is registered under the securities act of the state in which the
3customer maintains a principal place of residence.
SB483,63,64 (f) A bona fide preexisting customer whose principal place of residence is in this
5state but was not present in this state when the customer relationship was
6established, if all of the following apply:
SB483,63,117 1. The broker-dealer is registered under the Securities Exchange Act of 1934
8or not required to be registered under the Securities Exchange Act of 1934 and is
9registered under the securities laws of the state in which the customer relationship
10was established and where the customer had maintained a principal place of
11residence.
SB483,63,2012 2. Within 45 days after the customer's first transaction in this state, the person
13files an application for registration as a broker-dealer in this state and a further
14transaction is not effected more than 75 days after the date on which the application
15is filed, or, if earlier, the date on which the administrator notifies the person that the
16administrator has granted registration or denied the application for registration or
17has stayed the pendency of the application for good cause; provided the person may
18effect unsolicited orders to liquidate open positions in existing customer accounts if
19no commission or other remuneration is paid or given directly or indirectly for
20effecting such transactions.
SB483,63,2221 (h) Any other person exempted by rule adopted or order issued under this
22chapter.
SB483,64,11 23(3) Limits on employment or association. It is unlawful for a broker-dealer,
24or for an issuer engaged in offering, offering to purchase, purchasing, or selling
25securities in this state, directly or indirectly, to employ or associate with an

1individual to engage in an activity related to securities transactions in this state if
2the registration of the individual is denied or suspended or revoked or the individual
3is barred from employment or association with a broker-dealer, an issuer, an
4investment adviser, or a federal covered investment adviser by an order of the
5administrator under this chapter, the Securities and Exchange Commission, or a
6self-regulatory organization. A broker-dealer or issuer does not violate this
7subsection if the broker-dealer or issuer did not know, and in the exercise of
8reasonable care could not have known, of the denial, suspension, revocation, or bar.
9Upon request from a broker-dealer or issuer and for good cause, an order under this
10chapter may modify or waive, in whole or in part, the application of the prohibitions
11of this subsection to the broker-dealer.
SB483,64,13 12(4) Foreign transactions. A rule adopted or order issued under this chapter
13may permit any of the following:
SB483,64,1714 (a) A broker-dealer that is registered in Canada or other foreign jurisdiction
15and that does not have a place of business in this state to effect transactions in
16securities with or for, or attempt to effect the purchase or sale of any securities by,
17any of the following:
SB483,64,2018 1. An individual from Canada or other foreign jurisdiction who is temporarily
19present in this state and with whom the broker-dealer had a bona fide customer
20relationship before the individual entered the United States.
SB483,64,2321 2. An individual from Canada or other foreign jurisdiction who is present in this
22state and whose transactions are in a self-directed tax advantaged retirement plan
23of which the individual is the holder or contributor in that foreign jurisdiction.
SB483,65,3
13. An individual who is present in this state, with whom the broker-dealer
2customer relationship arose while the individual was temporarily or permanently
3resident in Canada or the other foreign jurisdiction.
SB483,65,64 (b) An agent who represents a broker-dealer that is exempt under this
5subsection to effect transactions in securities or attempt to effect the purchase or sale
6of securities in this state as permitted for a broker-dealer described in par. (a).
SB483,65,10 7551.402 Agent registration requirement and exemptions. (1)
8Registration requirement. It is unlawful for an individual to transact business in
9this state as an agent unless the individual is registered under this chapter as an
10agent or is exempt from registration as an agent under sub. (2).
SB483,65,12 11(2) Exemptions from registration. The following individuals are exempt from
12the registration requirement of sub. (1):
SB483,65,1513 (a) An individual who represents a broker-dealer in effecting transactions in
14this state limited to those described in section 15 (h) (2) of the Securities Exchange
15Act of 1934 (15 USC 78o (h) (2)).
SB483,65,1716 (b) An individual who represents a broker-dealer that is exempt under s.
17551.401 (2) or (4).
SB483,65,2218 (c) An individual who represents an issuer with respect to an offer or sale of the
19issuer's own securities or those of the issuer's parent or any of the issuer's
20subsidiaries, and who is not compensated in connection with the individual's
21participation by the payment of commissions or other remuneration based, directly
22or indirectly, on transactions in those securities.
SB483,65,2423 (d) An individual who represents an issuer and who effects transactions in the
24issuer's securities exempted by s. 551.202, other than s. 551.202 (11), (14) or (24).
SB483,66,7
1(e) An individual who represents an issuer that effects transactions solely in
2federal covered securities of the issuer, but an individual who effects transactions in
3a federal covered security under section 18 (b) (3) or 18 (b) (4) (D) of the Securities
4Act of 1933 (15 USC 77r (b) (3) or 77r (b) (4) (D)) is not exempt if the individual is
5compensated in connection with the agent's participation by the payment of
6commissions or other remuneration based, directly or indirectly, on transactions in
7those securities.
SB483,66,128 (f) An individual who represents a broker-dealer registered in this state under
9s. 551.401 (1) or exempt from registration under s. 551.401 (2) in the offer and sale
10of securities for an account of a nonaffiliated federal covered investment adviser with
11investments under management in excess of $100,000,000 acting for the account of
12others pursuant to discretionary authority in a signed record.
SB483,66,1413 (g) An individual who represents an issuer in connection with the purchase of
14the issuer's own securities.
SB483,66,1615 (h) An individual who represents an issuer or broker-dealer and who restricts
16participation to performing clerical or ministerial acts.
SB483,66,1817 (hm) An individual who represents a broker-dealer and effects transactions in
18this state exclusively with customers listed under s. 551.401 (2) (a) to (d) and (h).
SB483,66,2019 (i) Any other individual exempted by rule adopted or order issued under this
20chapter.
SB483,66,24 21(3) Registration effective only while employed or associated. The
22registration of an agent is effective only while the agent is employed by or associated
23with a broker-dealer registered under this chapter or an issuer that is offering,
24selling, or purchasing its securities in this state.
SB483,67,5
1(4) Limit on employment or association. It is unlawful for a broker-dealer, or
2an issuer engaged in offering, selling, or purchasing securities in this state, to employ
3or associate with an agent who transacts business in this state on behalf of
4broker-dealers or issuers unless the agent is registered under sub. (1) for the
5broker-dealer or issuer or exempt from registration under sub. (2).
SB483,67,10 6(5) Limit on affiliations. Except as permitted under sub. (6), an individual
7may not act as an agent for more than one broker-dealer or one issuer at a time,
8unless the broker-dealers or the issuers for which the agent acts are affiliated by
9direct or indirect common control or are authorized by rule or order under this
10chapter.
SB483,67,15 11(6) Dual representation. An agent may make offers and sales of securities for
12more than one issuer that is a limited partnership or for more than one issuer that
13is an investment company without obtaining a separate registration for each limited
14partnership or investment company represented by the agent if all of the following
15conditions are satisfied:
SB483,67,1716 (a) The limited partnerships have the same general partner or the investment
17companies have the same investment adviser.
SB483,67,2118 (b) An application to amend the agent's registration to name each limited
19partnership or investment company as the agent's employer is filed with and
20approved by the administrator before the agent makes any offer or sale in the state
21on behalf of the additional limited partnership or investment company.
SB483,68,2 22551.403 Investment adviser registration requirement and exemptions.
23(1) Registration requirement. It is unlawful for a person to transact business in this
24state as an investment adviser unless the person is registered under this chapter as

1an investment adviser or is exempt from registration as an investment adviser under
2sub. (2).
SB483,68,4 3(2) Exemptions from registration. The following persons are exempt from the
4registration requirement of sub. (1):
SB483,68,55 (a) A person whose only clients in this state are:
SB483,68,76 1. Federal covered investment advisers, investment advisers registered under
7this chapter, or broker-dealers registered under this chapter.
SB483,68,88 2. Institutional investors.
SB483,68,109 2m. Accredited investors as defined in Rule 501 (a) (1), (2), (3), (7) or (8) adopted
10under the Securities Act of 1933.
SB483,68,1411 3. Bona fide preexisting clients whose principal places of residence are not in
12this state if the investment adviser is registered or exempt from registration under
13the securities act of the state in which the clients maintain principal places of
14residence.
SB483,68,1515 4. Any other client exempted by rule adopted or order issued under this chapter.
SB483,68,1816 (b) A person without a place of business in this state if the person has had,
17during the preceding 12 months, not more than 5 clients that are resident in this
18state in addition to those specified under par. (a).
SB483,68,2019 (c) Any other person exempted by rule adopted or order issued under this
20chapter.
SB483,69,6 21(3) Limits on employment or association. It is unlawful for an investment
22adviser, directly or indirectly, to employ or associate with an individual to engage in
23an activity related to investment advice in this state if the registration of the
24individual is denied or suspended or revoked or the individual is barred from
25employment or association with an investment adviser, federal covered investment

1adviser, or broker-dealer by an order under this chapter, the Securities and
2Exchange Commission, or a self-regulatory organization, unless the investment
3adviser did not know, and in the exercise of reasonable care could not have known,
4of the denial, suspension, revocation, or bar. Upon request from the investment
5adviser and for good cause, the administrator, by order, may waive, in whole or in
6part, the application of the prohibitions of this subsection to the investment adviser.
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