SB483,22,76 (p) Any other person specified by rule adopted or order issued under this
7chapter.
SB483,22,11 8(12) "Insurance company" means a company organized as an insurance
9company whose primary business is writing insurance or reinsuring risks
10underwritten by insurance companies and which is subject to supervision by the
11insurance commissioner or a similar official or agency of a state.
SB483,22,12 12(13) "Insured" means insured as to payment of all principal and all interest.
SB483,22,15 13(14) "International banking institution" means an international financial
14institution of which the United States is a member and whose securities are exempt
15from registration under the Securities Act of 1933.
SB483,22,25 16(15) "Investment adviser" means a person that, for compensation, engages in
17the business of advising others, either directly or through publications, writings, or
18electronic means, as to the value of securities or the advisability of investing in,
19purchasing, or selling securities or that, for compensation and as a part of a regular
20business, issues or promulgates analyses or reports concerning securities. The term
21includes a financial planner or other person that, as an integral component of other
22financially related services, provides investment advice regarding securities to
23others for compensation as part of a business or that holds itself out as providing
24investment advice regarding securities to others for compensation. The term does
25not include any of the following:
SB483,23,1
1(a) An investment adviser representative.
SB483,23,32 (b) A lawyer, accountant, engineer, or teacher whose performance of
3investment advice is solely incidental to the practice of the person's profession.
SB483,23,64 (c) A broker-dealer or its agents whose performance of investment advice is
5solely incidental to the conduct of business as a broker-dealer and that does not
6receive special compensation for the investment advice.
SB483,23,87 (d) A publisher of a bona fide newspaper, news magazine, or business or
8financial publication of general and regular circulation.
SB483,23,99 (e) A federal covered investment adviser.
SB483,23,1010 (f) A bank or savings institution.
SB483,23,1211 (g) Any other person that is excluded by the Investment Advisers Act of 1940
12from the definition of investment adviser.
SB483,23,1413 (h) Any other person excluded by rule adopted or order issued under this
14chapter.
SB483,23,23 15(16) "Investment adviser representative" means an individual employed by or
16associated with an investment adviser or federal covered investment adviser and
17who makes any recommendations or otherwise gives investment advice regarding
18securities, manages accounts or portfolios of clients, determines which
19recommendation or advice regarding securities should be given, provides investment
20advice or holds herself or himself out as providing investment advice, receives
21compensation to solicit, offer, or negotiate for the sale of or for selling investment
22advice, or supervises employees who perform any of the foregoing. The term does not
23include any of the following:
SB483,23,2424 (a) An individual who performs only clerical or ministerial acts.
SB483,24,3
1(b) An individual who is an agent whose performance of investment advice is
2solely incidental to the individual acting as an agent and who does not receive special
3compensation for investment advisory services.
SB483,24,84 (c) An individual who is employed by or associated with a federal covered
5investment adviser, unless the individual has a "place of business" in this state, as
6that term is defined by rule adopted under section 203A of the Investment Advisers
7Act of 1940 (15 USC 80b-3a) , and, in addition to the place of business, any of the
8following apply to the individual:
SB483,24,119 1. The individual is an "investment adviser representative," as that term is
10defined by rule adopted under section 203A of the Investment Advisers Act of 1940
11(15 USC 80b-3a).
SB483,24,1312 2. The individual is not a supervised person, as defined in section 202 (a) (25)
13of the Investment Advisers Act of 1940 (15 USC 80b-2 (a) (25)).
SB483,24,1514 (d) An individual who is excluded by rule adopted or order issued under this
15chapter.
SB483,24,17 16(17) "Issuer" means a person that issues or proposes to issue a security, subject
17to the following:
SB483,24,2218 (a) The issuer of a voting trust certificate, collateral trust certificate, certificate
19of deposit for a security, or share in an investment company without a board of
20directors or individuals performing similar functions is the person performing the
21acts and assuming the duties of depositor or manager pursuant to the trust or other
22agreement or instrument under which the security is issued.
SB483,25,223 (b) The issuer of an equipment trust certificate or similar security serving the
24same purpose is the person by which the property is or will be used or to which the

1property or equipment is or will be leased or conditionally sold or that is otherwise
2contractually responsible for assuring payment of the certificate.
SB483,25,73 (c) The issuer of a fractional undivided interest in an oil, gas, or other mineral
4lease or in payments out of production under a lease, right, or royalty is the owner
5of an interest in the lease or in payments out of production under a lease, right, or
6royalty, whether whole or fractional, that creates fractional interests for the purpose
7of sale.
SB483,25,108 (d) With respect to a fractional or pool interest in a viatical settlement
9investment, "issuer" means every person who creates the fractional or pool interest
10for the purpose of offering or selling the interest.
SB483,25,1811 (e) With respect to a viatical settlement investment that is not a fractional or
12pool interest, "issuer" means the viatical settlement provider, as defined in s. 632.68
13(1) (e), or the person who purchases or otherwise acquires the viatical settlement
14from a viatical settlement provider and then offers or sells viatical settlement
15investments therein except that, under this paragraph, "issuer" does not include a
16broker-dealer or agent registered under this chapter and does not include the viator
17of the insurance policy, certificate of insurance, or death benefit underlying the
18viatical settlement investment.
SB483,25,20 19(18) "Nonissuer transaction" or "nonissuer distribution" means a transaction
20or distribution not directly or indirectly for the benefit of the issuer.
SB483,25,24 21(19) "Offer to purchase" includes an attempt or offer to obtain, or solicitation
22of an offer to sell, a security or interest in a security for value. The term does not
23include a tender offer that is subject to section 14 (d) of the Securities Exchange Act
24of 1934 (15 USC 78n (d)).
SB483,26,4
1(20) "Person" means an individual; corporation; business trust; estate; trust;
2partnership; limited liability company; association; joint venture; government;
3governmental subdivision, agency, or instrumentality; public corporation; or any
4other legal or commercial entity.
SB483,26,6 5(21) "Place of business" of a broker-dealer, an investment adviser, or a federal
6covered investment adviser means any of the following:
SB483,26,97 (a) An office at which the broker-dealer, investment adviser, or federal covered
8investment adviser regularly provides brokerage or investment advice or solicits,
9meets with, or otherwise communicates with customers or clients.
SB483,26,1310 (b) Any other location that is held out to the general public as a location at
11which the broker-dealer, investment adviser, or federal covered investment adviser
12provides brokerage or investment advice or solicits, meets with, or otherwise
13communicates with customers or clients.
SB483,26,14 14(22) "Predecessor act" means ch. 551, 2005 stats.
SB483,26,20 15(23) "Price amendment" means the amendment to a registration statement
16filed under the Securities Act of 1933 or, if an amendment is not filed, the prospectus
17or prospectus supplement filed under the Securities Act of 1933 that includes a
18statement of the offering price, underwriting and selling discounts or commissions,
19amount of proceeds, conversion rates, call prices, and other matters dependent upon
20the offering price.
SB483,26,24 21(24) "Principal place of business" of a broker-dealer or an investment adviser
22means the executive office of the broker-dealer or investment adviser from which the
23officers, partners, or managers of the broker-dealer or investment adviser direct,
24control, and coordinate the activities of the broker-dealer or investment adviser.
SB483,27,3
1(25) "Record," except in the phrases "of record," "official record," and "public
2record," means information that is inscribed on a tangible medium or that is stored
3in an electronic or other medium and is retrievable in perceivable form.
SB483,27,7 4(26) "Sale" includes every contract of sale, contract to sell, or disposition of a
5security or interest in a security for value, and "offer to sell" includes every attempt
6or offer to dispose of, or solicitation of an offer to purchase, a security or interest in
7a security for value. Both terms include all of the following:
SB483,27,108 (a) A security given or delivered with, or as a bonus on account of, a purchase
9of securities or any other thing constituting part of the subject of the purchase and
10having been offered and sold for value.
SB483,27,1111 (b) A gift of assessable stock involving an offer and sale.
SB483,27,1512 (c) A sale or offer of a warrant or right to purchase or subscribe to another
13security of the same or another issuer and a sale or offer of a security that gives the
14holder a present or future right or privilege to convert the security into another
15security of the same or another issuer, including an offer of the other security.
SB483,27,17 16(27) "Securities and Exchange Commission" means the United States
17Securities and Exchange Commission.
SB483,28,5 18(28) "Security" means a note; stock; treasury stock; security future; bond;
19debenture; evidence of indebtedness; limited partnership interest; viatical
20settlement investment or similar agreement; certificate of interest or participation
21in a profit-sharing agreement; collateral trust certificate; preorganization
22certificate or subscription; transferable share; investment contract; voting trust
23certificate; certificate of deposit for a security; fractional undivided interest in oil,
24gas, or other mineral rights; put, call, straddle, option, or privilege on a security,
25certificate of deposit, or group or index of securities, including an interest therein or

1based on the value thereof; put, call, straddle, option, or privilege entered into on a
2national securities exchange relating to foreign currency; or, in general, an interest
3or instrument commonly known as a "security"; or a certificate of interest or
4participation in, temporary or interim certificate for, receipt for, guarantee of, or
5warrant or right to subscribe to or purchase, any of the foregoing. The term:
SB483,28,66 (a) Includes both a certificated and an uncertificated security.
SB483,28,97 (b) Does not include an insurance or endowment policy or annuity contract
8under which an insurance company promises to pay a fixed or variable sum of money
9either in a lump sum or periodically for life or other specified period.
SB483,28,1110 (c) Does not include an interest in a contributory or noncontributory pension
11or welfare plan subject to the Employee Retirement Income Security Act of 1974.
SB483,28,1212 (d) Subject to the exception in par. (e), includes all of the following:
SB483,28,1713 1. An investment in a common enterprise with the expectation of profits to be
14derived through the essential managerial efforts of someone other than the investor.
15For purposes of this subdivision, a "common enterprise" is an enterprise in which the
16fortunes of the investor are tied to the efficacy of the efforts of those seeking the
17investment or a third party.
SB483,28,2418 2. Any investment by which an offeree furnishes initial value to an offeror, and
19a portion of this initial value is subjected to the risks of the enterprise, and the
20furnishing of the initial value is induced by the offeror's promises or representations
21which give rise to a reasonable understanding that a valuable benefit of some kind
22over and above the initial value will accrue to the offeree as a result of the operation
23of the enterprise, and the offeree does not receive the right to exercise practical and
24actual control over the managerial decisions of the enterprise.
SB483,29,4
1(e) Includes as an "investment contract," among other contracts, an interest in
2a limited liability partnership and in a limited liability company; except an interest,
3or class or series thereof, in a limited liability partnership or limited liability
4company is not an "investment contract" if any of the following apply:
SB483,29,115 1. Each holder of an interest, or class or series thereof, is actively engaged in
6the management of the limited liability partnership or limited liability company.
7However, evidence that partners or members vote or have the right to vote, or the
8right to information concerning the business and affairs of the limited liability
9partnership or limited liability company, or the right to participate in management,
10shall not establish, without more, that all partners or members are actively engaged
11in the management of the limited liability partnership or limited liability company.
SB483,29,1612 2. Each holder of an interest, or class or series thereof, is authorized under
13applicable law or under the partnership, operating, or other governing agreement or
14document to act for and bind the limited liability partnership or limited liability
15company and the total number of holders of all interests in the limited liability
16partnership or limited liability company does not exceed 15.
SB483,29,1817 (f) Does not include a time share created and marketed in accordance with ch.
18707 if the requirements under s. 707.11 are satisfied.
SB483,29,2019 (g) Does not include a membership interest in a domestic mutual holding
20company, as provided under s. 644.22.
SB483,29,2221 (h) Does not include as an "investment contract" any contract excluded by rule
22adopted or order issued under this chapter.
SB483,30,3 23(29) "Self-regulatory organization" means a national securities exchange
24registered under the Securities Exchange Act of 1934, a national securities
25association of broker-dealers registered under the Securities Exchange Act of 1934,

1a clearing agency registered under the Securities Exchange Act of 1934, or the
2Municipal Securities Rulemaking Board established under the Securities Exchange
3Act of 1934.
SB483,30,5 4(30) "Sign" means to do any of the following, with present intent to
5authenticate or adopt a record:
SB483,30,66 (a) To execute or adopt a tangible symbol.
SB483,30,87 (b) To attach or logically associate with the record an electronic symbol, sound,
8or process.
SB483,30,11 9(31) "State" means a state of the United States, the District of Columbia,
10Puerto Rico, the United States Virgin Islands, or any territory or insular possession
11subject to the jurisdiction of the United States.
SB483,30,15 12(32) "Viatical settlement investment" means the entire interest or any
13fractional or pool interest in a life insurance policy or certificate of insurance or in
14the death benefit thereunder that is the subject of a viatical settlement, as defined
15in s. 632.68 (1) (b), but does not include any of the following:
SB483,30,1816 (a) The assignment, transfer, sale, devise or bequest of a death benefit, life
17insurance policy, or certificate of insurance by the viator to a viatical settlement
18provider pursuant to s. 632.68.
SB483,30,2019 (b) The exercise of accelerated benefits pursuant to the life insurance policy or
20certificate and consistent with applicable law.
SB483,31,7 21551.103 References to federal statutes. "Securities Act of 1933" (15 USC
2277a
et seq.), "Securities Exchange Act of 1934" (15 USC 78a et seq.), "Public Utility
23Holding Company Act of 1935" (15 USC 79 et seq.), "Investment Company Act of
241940" (15 USC 80a-1 et seq.), "Investment Advisers Act of 1940" (15 USC 80b-1 et
25seq.), "Employee Retirement Income Security Act of 1974" (29 USC 1001 et seq.),

1"National Housing Act" (12 USC 1701 et seq.), "Commodity Exchange Act" (7 USC
21
et seq.), "Internal Revenue Code" (26 USC 1 et seq.), "Securities Investor Protection
3Act of 1970" (15 USC 78aaa et seq.), "Securities Litigation Uniform Standards Act
4of 1998" (112 Stat. 3227), "Small Business Investment Act of 1958" (15 USC 661 et
5seq.), and "Electronic Signatures in Global and National Commerce Act" (15 USC
67001
et seq.) mean those statutes and the rules and regulations adopted under those
7statutes, as in effect on the date of enactment of this chapter, or as later amended.
SB483,31,10 8551.104 References to federal agencies. A reference in this chapter to an
9agency or department of the United States is also a reference to a successor agency
10or department.
SB483,31,18 11551.105 Electronic records and signatures. This chapter modifies, limits,
12and supersedes the federal Electronic Signatures in Global and National Commerce
13Act, but does not modify, limit, or supersede section 101 (c) of that act (15 USC 7001
14(c)) or authorize electronic delivery of any of the notices described in section 103 (b)
15of that act (15 USC 7003 (b)). This chapter authorizes the filing of records and
16signatures, when specified by provisions of this chapter or by a rule adopted or order
17issued under this chapter, in a manner consistent with section 104 (a) of that act (15
18USC 7004
(a)).
SB483,31,2119 subchapter ii
20 EXEMPTIONS FROM REGISTRATION
21 OF SECURITIES
SB483,31,23 22551.201 Exempt securities. The following securities are exempt from the
23requirements of ss. 551.301 to 551.306 and 551.504:
SB483,32,8 24(1) (a) A security, including a revenue obligation or a separate security as
25defined in Rule 131 (17 CFR 230.131) adopted under the Securities Act of 1933,

1issued, insured, or guaranteed by the United States; by a state; by a political
2subdivision of a state; by a public authority, agency, or instrumentality of one or more
3states; by a political subdivision of one or more states; or by a person controlled or
4supervised by and acting as an instrumentality of the United States under authority
5granted by the Congress; or a certificate of deposit for any of the foregoing but any
6revenue obligation payable from payments to be made in respect of property or
7money used under a lease, sale, or loan arrangement by or for a nongovernmental
8industrial or commercial enterprise is exempt only as provided under par. (b).
SB483,32,199 (b) Unless subject to a letter of credit of a bank, savings bank, or savings and
10loan association as provided in this paragraph, a revenue obligation of an issuer
11specified under par. (a) that is payable from payments to be made in respect of
12property or money used under a lease, sale, or loan arrangement by or for a
13nongovernmental industrial or commercial enterprise is exempt subject to rules
14adopted by the division of securities. A revenue obligation is exempt from any filing
15under the rules of the division if it is the subject of a guarantee or an irrevocable letter
16of credit from a depository institution in favor of holders of the revenue obligations
17providing for payment of all principal of the revenue obligations and all accrued and
18unpaid interest to the date of an event of default on the revenue obligations, and the
19letter of credit is accompanied by an opinion of counsel stating all of the following:
SB483,32,2420 1. Either that payment of debt service will not constitute a preference under
21federal bankruptcy law if a petition in bankruptcy with respect to the enterprise is
22filed or that the guarantee or letter of credit will provide for reimbursement to
23holders of the revenue obligations if they are required by order of a federal
24bankruptcy court to disgorge as a preference any payment of a debt service.
SB483,33,4
12. That the enforceability of the guarantee or letter of credit would not be
2materially affected by the filing of a petition under federal bankruptcy law with
3respect to the enterprise or any person obligated to reimburse the depository
4institution for payments made under the guarantee or letter of credit.
SB483,33,8 5(2) A security issued, insured, or guaranteed by a foreign government with
6which the United States maintains diplomatic relations, or any of its political
7subdivisions, if the security is recognized as a valid obligation by the issuer, insurer,
8or guarantor.
SB483,33,10 9(3) A security issued by and representing or that will represent an interest in
10or a direct obligation of, or be guaranteed by, any of the following:
SB483,33,1111 (a) An international banking institution.
SB483,33,2012 (b) A banking institution organized under the laws of the United States; a
13member bank of the Federal Reserve System; or a depository institution a
14substantial portion of the business of which consists or will consist of receiving
15deposits or share accounts that are insured to the maximum amount authorized by
16statute by the Federal Deposit Insurance Corporation, the National Credit Union
17Share Insurance Fund, or a successor authorized by federal law or exercising
18fiduciary powers that are similar to those permitted for national banks under the
19authority of the Comptroller of Currency pursuant to Section 1 of Public Law 87-722
20(12 USC 92a).
SB483,33,2221 (c) Any other depository institution, unless by rule or order the administrator
22proceeds under s. 551.204.
SB483,33,24 23(4) A security issued by and representing an interest in, or a debt of, or insured
24or guaranteed by, an insurance company authorized to do business in this state.
SB483,34,2
1(5) A security issued or guaranteed by a railroad, other common carrier, public
2utility, or public utility holding company that is any of the following:
SB483,34,33 (a) Regulated in respect to its rates and charges by the United States or a state.
SB483,34,54 (b) Regulated in respect to the issuance or guarantee of the security by the
5United States, a state, Canada, or a Canadian province or territory.
SB483,34,86 (c) A public utility holding company registered under the Public Utility Holding
7Company Act of 1935 or a subsidiary of such a registered holding company within the
8meaning of that act.
SB483,34,22 9(6) A federal covered security specified in section 18 (b) (1) of the Securities Act
10of 1933 (15 USC 77r (b) (1)) or by rule adopted under that provision or a security listed
11or approved for listing on another securities market specified by rule under this
12chapter; a put or a call option contract; a warrant; a subscription right on or with
13respect to such securities; or an option or similar derivative security on a security or
14an index of securities or foreign currencies issued by a clearing agency registered
15under the Securities Exchange Act of 1934 and listed or designated for trading on a
16national securities exchange, a facility of a national securities exchange, or a facility
17of a national securities association registered under the Securities Exchange Act of
181934 or an offer or sale, of the underlying security in connection with the offer, sale,
19or exercise of an option or other security that was exempt when the option or other
20security was written or issued; or an option or a derivative security designated by the
21Securities and Exchange Commission under section 9 (b) of the Securities Exchange
22Act of 1934 (15 USC 78i (b)).
SB483,35,10 23(7) A security issued by a person organized and operated exclusively for
24religious, educational, benevolent, fraternal, charitable, social, athletic, or
25reformatory purposes, or as a chamber of commerce, and not for pecuniary profit, no

1part of the net earnings of which inures to the benefit of a private stockholder or other
2person, or a security of a company that is excluded from the definition of an
3investment company under section 3 (c) (10) (B) of the Investment Company Act of
41940 (15 USC 80a-3 (c) (10) (B)); except that with respect to the offer or sale of a note,
5bond, debenture, or other evidence of indebtedness issued by such a person, a rule
6may be adopted under this chapter limiting the availability of this exemption by
7classifying securities, persons, and transactions, imposing different requirements
8for different classes, specifying with respect to par. (b) the scope of the exemption and
9the grounds for denial or suspension, and requiring an issuer to do any of the
10following:
SB483,35,1411 (a) To file a notice specifying the material terms of the proposed offer or sale
12and copies of any proposed sales and advertising literature to be used and provide
13that the exemption becomes effective if the administrator does not disallow the
14exemption within the period established by the rule.
SB483,35,1915 (b) To file a request for exemption authorization for which a rule under this
16chapter may specify the scope of the exemption, the requirement of an offering
17statement, the filing of sales and advertising literature, the filing of consent to
18service of process complying with s. 551.611, and grounds for denial or suspension
19of the exemption.
SB483,35,2020 (c) To register under s. 551.304.
SB483,35,25 21(8) A member's or owner's interest in, or a retention certificate or like security
22given in lieu of a cash patronage dividend issued by, a cooperative organized and
23operated as a nonprofit membership cooperative under the cooperative laws of a
24state, but not a member's or owner's interest, retention certificate, or like security
25sold to persons other than bona fide members of the cooperative.
SB483,36,4
1(9) An equipment trust certificate with respect to equipment leased or
2conditionally sold to a person, if any security issued by the person would be exempt
3under this section or would be a federal covered security under section 18 (b) (1) of
4the Securities Act of 1933 (15 USC 77r (b) (1)).
SB483,36,6 5551.202 Exempt transactions. The following transactions are exempt from
6the requirements of ss. 551.301 to 551.306 and 551.504:
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