AB350: Bill Text

AB350,15,8 1. Stating that the issuer is conducting an offering in reliance on the exemption under this subsection.

AB350,15,9 2. Identifying the names and addresses of all of the following persons:

AB350,15,10 a. The issuer.

AB350,15,12 b. All persons who will be involved in the offer or sale of securities on behalf of the issuer.

AB350,15,14 c. The bank, savings bank, savings and loan association, or credit union in which investor funds will be deposited.

AB350,15,18 (i) The issuer is not, either before or as a result of the offering, an investment company, as defined in section 3 of the Investment Company Act of 1940 (15 USC 80a-3), or subject to the reporting requirements of section 13 or 15 (d) of the Securities Exchange Act of 1934 (15 USC 78m or 78o (d)).

AB350,15,21 (j) The issuer informs all purchasers that the securities have not been registered under this chapter and makes the disclosures required under subsection (f) of Rule 147 adopted under the Securities Act of 1933 (17 CFR 230.147 (f)).

AB350,15,24 (k) No offer or sale of a different class or series of security has been made by the issuer in reliance on the exemption under this subsection or sub. (26) during the immediately preceding 12-month period.

AB350,10 Section 10. 551.205 of the statutes is created to read:

AB350,16,4 551.205 Additional provisions related to crowdfunding exemption for intrastate offerings through Internet sites. (1) All of the following requirements apply to an offer or sale of securities pursuant to the exemption under s. 551.202 (26):

AB350,16,7 (a) Prior to any offer or sale of securities, the issuer shall provide to the Internet site operator evidence that the issuer is organized under the laws of this state and is authorized to do business in this state.

AB350,16,11 (b) 1. The Internet site operator shall register with the division by filing a statement, which the administrator shall make available as an electronic document on the department of financial institutions Internet site, accompanied by the filing fee specified in s. 551.614 (1m), that includes all of the following:

AB350,16,13 a. That the Internet site operator is a business entity organized under the laws of this state and authorized to do business in this state.

AB350,16,15 b. That the Internet site is being utilized to offer and sell securities pursuant to the exemption under s. 551.202 (26).

AB350,16,17 c. The identity and location of, and contact information for, the Internet site operator.

AB350,16,19 d. Except as provided in subd. 2., that the Internet site operator is registered as a broker-dealer under s. 551.401.

AB350,16,22 2. The Internet site operator is not required to register as a broker-dealer under s. 551.401 if all of the following apply with respect to the Internet site and its operator:

AB350,16,23 a. It does not offer investment advice or recommendations.

AB350,16,25 b. It does not solicit purchases, sales, or offers to buy the securities offered or displayed on the Internet site.

AB350,17,3 c. It does not compensate employees, agents, or other persons for the solicitation or based on the sale of securities displayed or referenced on the Internet site.

AB350,17,5 d. It is not compensated based on the amount of securities sold, and it does not hold, manage, possess, or otherwise handle investor funds or securities.

AB350,17,9 e. The fee it charges an issuer for an offering of securities on the Internet site is a fixed amount for each offering, a variable amount based on the length of time that the securities are offered on the Internet site, or a combination of such fixed and variable amounts.

AB350,17,11 f. It does not identify, promote, or otherwise refer to any individual security offered on the Internet site in any advertising for the Internet site.

AB350,17,13 g. It does not engage in such other activities as the division, by rule, determines are prohibited of such an Internet site.

AB350,17,16 3. If any change occurs in the information that an Internet site operator submits to the division in a statement filed under subd. 1., the Internet site operator shall notify the division within 30 days after the change occurs.

AB350,17,20 (c) The issuer and the Internet site operator shall maintain records of all offers and sales of securities effected through the Internet site and shall provide ready access to the records to the division, upon request. The division may access, inspect, and review any Internet site registered under this subsection as well as its records.

AB350,18,5 (2) An issuer of a security, the offer and sale of which is exempt under s. 551.202 (26), shall provide, free of charge, a quarterly report to the issuer's investors until no securities issued under s. 551.202 (26) are outstanding. An issuer may satisfy the reporting requirement of this subsection by making the information available on an Internet site if the information is made available within 45 days after the end of each fiscal quarter and remains available until the succeeding quarterly report is issued. An issuer shall file each quarterly report under this subsection with the division and, if the quarterly report is made available on an Internet site, the issuer shall also provide a written copy of the report to any investor upon request. The report shall contain all of the following:

AB350,18,9 (a) Compensation received by each director and executive officer, including cash compensation earned since the previous report and on an annual basis and any bonuses, stock options, other rights to receive securities of the issuer or any affiliate of the issuer, or other compensation received.

AB350,18,11 (b) An analysis by management of the issuer of the business operations and financial condition of the issuer.

AB350,11 Section 11. 551.206 of the statutes is created to read:

AB350,18,19 551.206 Adjustments. At 5-year intervals after January 1, 2014, the division shall adjust the monetary amounts specified in s. 551.202 (26) (c) 1. a. and 1. b. and (27) (c) 1. a. and 1. b. to reflect changes since January 1, 2014, in the consumer price index for all urban consumers, Milwaukee-Racine area average, as determined by the U.S. department of labor. Each adjustment shall be rounded to the nearest multiple of $50,000. Each adjustment under this section shall be published on the department of financial institutions Internet site.

AB350,12 Section 12. 551.401 (1) of the statutes is amended to read:

AB350,18,24 551.401 (1) Registration requirement. It is unlawful for a person to transact business in this state as a broker-dealer unless the person is registered under this chapter as a broker-dealer or is exempt from registration as a broker-dealer under sub. (2) or (4) or s. 551.205 (1) (b) 2.

AB350,13 Section 13. 551.402 (2) (b) of the statutes is amended to read:

AB350,19,2 551.402 (2) (b) An individual who represents a broker-dealer that is exempt under s. 551.205 (1) (b) 2. or 551.401 (2) or (4).

AB350,14 Section 14. 551.402 (2) (f) of the statutes is amended to read:

AB350,19,9 551.402 (2) (f) An individual who represents a broker-dealer registered in this state under s. 551.401 (1) or exempt from registration under s. 551.205 (1) (b) 2. or 551.401 (2) in the offer and sale of securities for an account of a nonaffiliated federal covered investment adviser with investments under management in excess of $100,000,000 acting for the account of others pursuant to discretionary authority in a signed record.

AB350,15 Section 15. 551.607 (2) (g) of the statutes is created to read:

AB350,19,14 551.607 (2) (g) Any information or record received under s. 551.202 (26) (k) relating to payments for securities, the copy of the disclosure statement provided to the administrator under s. 551.202 (26) (f) 2., and any information or record obtained by the division under s. 551.205 (1) (c).

AB350,16 Section 16. 551.614 (1m) of the statutes is created to read:

AB350,19,20 551.614 (1m) Filing fees relating to certain registration exemptions. There shall be a nonrefundable filing fee of $50 for every notice of claim of exemption filed under s. 551.202 (26) (f) 1., a nonrefundable filing fee of $50 for every notice provided under s. 551.202 (27) (h), and a nonrefundable filing fee of $100 for every statement filed under s. 551.205 (1) (b) 1.

AB350,17 Section 17. 552.01 (6) (c) of the statutes is amended to read:

AB350,19,25 552.01 (6) (c) Whose equity securities of any class are or have been registered under ch. 551 or predecessor laws, or are registered under section 12 of the securities exchange act of 1934 or which is an entity identified in s. 551.201 (3) (a), (b), or (c); and

AB350,18 Section 18. Initial applicability.

AB350,20,3 (1) This act first applies to securities offered or sold on the effective date of this subsection.

AB350,20,4 (End)