AB350,15,87 1. Stating that the issuer is conducting an offering in reliance on the exemption
8under this subsection.
AB350,15,99 2. Identifying the names and addresses of all of the following persons:
AB350,15,1010 a. The issuer.
AB350,15,1211 b. All persons who will be involved in the offer or sale of securities on behalf of
12the issuer.
AB350,15,1413 c. The bank, savings bank, savings and loan association, or credit union in
14which investor funds will be deposited.
AB350,15,1815 (i) The issuer is not, either before or as a result of the offering, an investment
16company, as defined in section 3 of the Investment Company Act of 1940 (15 USC
1780a-3
), or subject to the reporting requirements of section 13 or 15 (d) of the
18Securities Exchange Act of 1934 (15 USC 78m or 78o (d)).
AB350,15,2119 (j) The issuer informs all purchasers that the securities have not been
20registered under this chapter and makes the disclosures required under subsection
21(f) of Rule 147 adopted under the Securities Act of 1933 (17 CFR 230.147 (f)).
AB350,15,2422 (k) No offer or sale of a different class or series of security has been made by
23the issuer in reliance on the exemption under this subsection or sub. (26) during the
24immediately preceding 12-month period.
AB350,10 25Section 10. 551.205 of the statutes is created to read:
AB350,16,4
1551.205 Additional provisions related to crowdfunding exemption for
2intrastate offerings through Internet sites.
(1) All of the following
3requirements apply to an offer or sale of securities pursuant to the exemption under
4s. 551.202 (26):
AB350,16,75 (a) Prior to any offer or sale of securities, the issuer shall provide to the Internet
6site operator evidence that the issuer is organized under the laws of this state and
7is authorized to do business in this state.
AB350,16,118 (b) 1. The Internet site operator shall register with the division by filing a
9statement, which the administrator shall make available as an electronic document
10on the department of financial institutions Internet site, accompanied by the filing
11fee specified in s. 551.614 (1m), that includes all of the following:
AB350,16,1312 a. That the Internet site operator is a business entity organized under the laws
13of this state and authorized to do business in this state.
AB350,16,1514 b. That the Internet site is being utilized to offer and sell securities pursuant
15to the exemption under s. 551.202 (26).
AB350,16,1716 c. The identity and location of, and contact information for, the Internet site
17operator.
AB350,16,1918 d. Except as provided in subd. 2., that the Internet site operator is registered
19as a broker-dealer under s. 551.401.
AB350,16,2220 2. The Internet site operator is not required to register as a broker-dealer
21under s. 551.401 if all of the following apply with respect to the Internet site and its
22operator:
AB350,16,2323 a. It does not offer investment advice or recommendations.
AB350,16,2524 b. It does not solicit purchases, sales, or offers to buy the securities offered or
25displayed on the Internet site.
AB350,17,3
1c. It does not compensate employees, agents, or other persons for the
2solicitation or based on the sale of securities displayed or referenced on the Internet
3site.
AB350,17,54 d. It is not compensated based on the amount of securities sold, and it does not
5hold, manage, possess, or otherwise handle investor funds or securities.
AB350,17,96 e. The fee it charges an issuer for an offering of securities on the Internet site
7is a fixed amount for each offering, a variable amount based on the length of time that
8the securities are offered on the Internet site, or a combination of such fixed and
9variable amounts.
AB350,17,1110 f. It does not identify, promote, or otherwise refer to any individual security
11offered on the Internet site in any advertising for the Internet site.
AB350,17,1312 g. It does not engage in such other activities as the division, by rule, determines
13are prohibited of such an Internet site.
AB350,17,1614 3. If any change occurs in the information that an Internet site operator
15submits to the division in a statement filed under subd. 1., the Internet site operator
16shall notify the division within 30 days after the change occurs.
AB350,17,2017 (c) The issuer and the Internet site operator shall maintain records of all offers
18and sales of securities effected through the Internet site and shall provide ready
19access to the records to the division, upon request. The division may access, inspect,
20and review any Internet site registered under this subsection as well as its records.
AB350,18,5 21(2) An issuer of a security, the offer and sale of which is exempt under s. 551.202
22(26), shall provide, free of charge, a quarterly report to the issuer's investors until no
23securities issued under s. 551.202 (26) are outstanding. An issuer may satisfy the
24reporting requirement of this subsection by making the information available on an
25Internet site if the information is made available within 45 days after the end of each

1fiscal quarter and remains available until the succeeding quarterly report is issued.
2An issuer shall file each quarterly report under this subsection with the division and,
3if the quarterly report is made available on an Internet site, the issuer shall also
4provide a written copy of the report to any investor upon request. The report shall
5contain all of the following:
AB350,18,96 (a) Compensation received by each director and executive officer, including
7cash compensation earned since the previous report and on an annual basis and any
8bonuses, stock options, other rights to receive securities of the issuer or any affiliate
9of the issuer, or other compensation received.
AB350,18,1110 (b) An analysis by management of the issuer of the business operations and
11financial condition of the issuer.
AB350,11 12Section 11. 551.206 of the statutes is created to read:
AB350,18,19 13551.206 Adjustments. At 5-year intervals after January 1, 2014, the division
14shall adjust the monetary amounts specified in s. 551.202 (26) (c) 1. a. and 1. b. and
15(27) (c) 1. a. and 1. b. to reflect changes since January 1, 2014, in the consumer price
16index for all urban consumers, Milwaukee-Racine area average, as determined by
17the U.S. department of labor. Each adjustment shall be rounded to the nearest
18multiple of $50,000. Each adjustment under this section shall be published on the
19department of financial institutions Internet site.
AB350,12 20Section 12. 551.401 (1) of the statutes is amended to read:
AB350,18,2421 551.401 (1) Registration requirement. It is unlawful for a person to transact
22business in this state as a broker-dealer unless the person is registered under this
23chapter as a broker-dealer or is exempt from registration as a broker-dealer under
24sub. (2) or (4) or s. 551.205 (1) (b) 2.
AB350,13 25Section 13. 551.402 (2) (b) of the statutes is amended to read:
AB350,19,2
1551.402 (2) (b) An individual who represents a broker-dealer that is exempt
2under s. 551.205 (1) (b) 2. or 551.401 (2) or (4).
AB350,14 3Section 14. 551.402 (2) (f) of the statutes is amended to read:
AB350,19,94 551.402 (2) (f) An individual who represents a broker-dealer registered in this
5state under s. 551.401 (1) or exempt from registration under s. 551.205 (1) (b) 2. or
6551.401 (2) in the offer and sale of securities for an account of a nonaffiliated federal
7covered investment adviser with investments under management in excess of
8$100,000,000 acting for the account of others pursuant to discretionary authority in
9a signed record.
AB350,15 10Section 15. 551.607 (2) (g) of the statutes is created to read:
AB350,19,1411 551.607 (2) (g) Any information or record received under s. 551.202 (26) (k)
12relating to payments for securities, the copy of the disclosure statement provided to
13the administrator under s. 551.202 (26) (f) 2., and any information or record obtained
14by the division under s. 551.205 (1) (c).
AB350,16 15Section 16. 551.614 (1m) of the statutes is created to read:
AB350,19,2016 551.614 (1m) Filing fees relating to certain registration exemptions. There
17shall be a nonrefundable filing fee of $50 for every notice of claim of exemption filed
18under s. 551.202 (26) (f) 1., a nonrefundable filing fee of $50 for every notice provided
19under s. 551.202 (27) (h), and a nonrefundable filing fee of $100 for every statement
20filed under s. 551.205 (1) (b) 1.
AB350,17 21Section 17. 552.01 (6) (c) of the statutes is amended to read:
AB350,19,2522 552.01 (6) (c) Whose equity securities of any class are or have been registered
23under ch. 551 or predecessor laws, or are registered under section 12 of the securities
24exchange act of 1934 or which is an entity identified in s. 551.201 (3) (a), (b), or (c);
25and
AB350,18
1Section 18. Initial applicability.
AB350,20,32 (1) This act first applies to securities offered or sold on the effective date of this
3subsection.
AB350,20,44 (End)
Loading...
Loading...