Wisconsin Legislature: 316,39

551.29 Federal covered securities. (1) With respect to a federal covered security that is a covered security under section 18 (b) (2) of the Securities Act of 1933, the division may, by rule or order, require the filing of any of the following:

(a) Not later than the initial offer of the federal covered security in this state, a copy of each document that is part of its registration statement filed with the federal securities and exchange commission under the Securities Act of 1933, which may, at the option of the issuer, be accompanied by a form containing the information specified by the division by rule. If a filing is required under this paragraph, the filing shall be accompanied by a consent to service of process signed by the issuer and a notice filing fee under s. 551.52 (1) (a). Any notice filing required under this paragraph is effective upon receipt by the division of the documents and fees required under this paragraph, or upon the effectiveness of the registration statement under the Securities Act of 1933, whichever is later.

(b) After the initial offer of a federal covered security in this state, a copy of each document that is part of an amendment to its registration statement filed with the federal securities and exchange commission under the Securities Act of 1933, concurrent with the federal filing, which may, at the option of the issuer, be accompanied by a form containing the information specified by the division by rule. If a filing is required under this paragraph and the amendment relates either to a name change of the issuer, or a change in the designation of the federal covered security, the filing shall be accompanied by a fee in the amount prescribed by the rule or order requiring the filing. Unless the issuer requests a later effective date, an amendment filing required under this paragraph is effective upon receipt by the division of the documents and fees required under this paragraph.

(c) For a unit investment trust or closed-end investment company to extend its offering beyond a one-year period, a notice of extension, together with any filing fee prescribed by rule or order, at the time prescribed by rule or order.

(1m) If the division promulgates rules under sub. (1) (c) for unit investment trusts or closed-end investment companies, the division shall restate in those rules the statutory annual reporting and fee requirements that are applicable to an open-end management company or a face amount certificate company under s. 551.52 (1) (b) 2.

(2) With respect to a federal covered security that is a covered security under section 18 (b) (4) (D) of the Securities Act of 1933, the division may, by rule or order, require the issuer to file a notice consisting of a completed Form D as prescribed by Rule 503 of Regulation D under the Securities Act of 1933, signed by the issuer, not later than 15 days after the first sale of the federal covered security in this state. Any filing required under this subsection shall be accompanied by a fee in the amount prescribed by the rule or order requiring the filing. The filing shall be effective upon receipt by the division of the filing and the fee.

(3) With respect to a federal covered security that is a covered security under section 18 (b) (3) or (4) of the Securities Act of 1933, the division may, by rule or order, require the filing, for purpose of providing notice to the division, of any document filed with the federal securities and exchange commission under the the Securities Act of 1933, together with a fee prescribed in the rule or order. The filing is effective upon receipt by the division of the documents and fee required under the rule or order.

(4) To the extent not prohibited by federal law, if the issuer of a federal covered security does not pay a fee required under this chapter with respect to that security and the nonpayment or underpayment of that fee has not been remedied within 10 days of receipt by the issuer of a written or electronically transmitted notification from the division, the federal covered security may not be offered or sold in this state unless it is registered under this chapter or qualifies for an exemption from registration under s. 551.22 or 551.23.

(5) The division may issue an order suspending offers and sales of a federal covered security in this state, except a federal covered security under section 18 (b) (1) of the Securities Act of 1933, if the order is in the public interest and the division has reason to believe that there has been a failure to comply with this section or a rule or order issued under this section. The division may issue an order suspending offers and sales of a federal covered security in this state if the order is in the public interest and the division has reason to believe that the security is being or has been offered or sold in this state in violation of s. 551.41.

(6) The division may, by rule or order, waive any requirement under this section or under rules promulgated, or orders issued, under this section.

316,33 Section 33 . Subchapter III (title) of chapter 551 [precedes 551.31] of the statutes is amended to read:

CHAPTER 551

SUBCHAPTER III

LICENSING OF And notice filing
procedures; BROKER-DEALERS,
AGENTS AND, INVESTMENT ADVISERS and
investment adviser representatives

316,34 Section 34 . 551.31 (title) of the statutes is amended to read:

551.31 (title) Licensing requirement and notice filing requirements.

316,35 Section 35 . 551.31 (1) of the statutes is repealed and recreated to read:

551.31 (1) Unless exempt from licensing under this subsection, it is unlawful for any person to transact business in this state as a broker-dealer unless licensed under this chapter as a broker-dealer. Unless exempt from licensing under this subsection, it is unlawful for any person to transact business in this state as an agent unless licensed under this chapter as an agent. All of the following persons are exempt from licensing under this subsection:

(c) A person who represents a broker-dealer in effecting transactions, if the person meets the requirements under section 15 (h) (2) of the Securities Exchange Act of 1934 and the person's transactions in this state are limited to those transactions described in section 15 (h) (3) of the Securities Exchange Act of 1934.

316,36 Section 36 . 551.31 (1m) of the statutes is renumbered 551.31 (1) (a) and amended to read:

551.31 (1) (a) A person who effects transactions in this state exclusively for the account of or exclusively in offers to sell or sales to persons specified in s. 551.23 (8) (a) to (f) is not required to be licensed under this chapter as a broker-dealer or agent.

(b) A person who gives a group presentation relating to an issuer or the securities of an issuer at a meeting or seminar sponsored by a broker-dealer licensed under this chapter is not required to be licensed under this chapter as an agent, if the person makes no solicitations, offers or sales of the issuer's securities on an individual basis with any person in this state and if the person does not in any other way transact business in this state as an agent.

316,37 Section 37 . 551.31 (2) (a) of the statutes is renumbered 551.31 (2) (a) (intro.) and amended to read:

551.31 (2) (a) (intro.) It is unlawful for any broker-dealer or issuer to employ an agent to represent it in this state unless the at least one of the following conditions is met:

1. The agent is licensed for that broker-dealer or issuer in this state, the.

2. The agent is excluded exempted from the licensing requirement under sub. (1m) or the (1).

3. The agent is not required under sub. (7) to obtain a separate license to represent that issuer.

316,38 Section 38 . 551.31 (2) (d) of the statutes is amended to read:

551.31 (2) (d) When an agent who is required to be licensed under sub. (1) terminates employment with a broker-dealer or issuer, or terminates those activities which make that individual an agent, or transfers employment between licensed broker-dealers, the agent, the broker-dealer or the issuer shall promptly file a notice in accordance with rules adopted by the division.

316,39 Section 39 . 551.31 (3) of the statutes is repealed and recreated to read:

551.31 (3) Unless exempt from licensing under this subsection, it is unlawful for a person to transact business in this state as an investment adviser unless licensed under this chapter as an investment adviser. All of the following persons are exempt from licensing under this subsection:

(a) A person who is licensed as a broker-dealer under this chapter.

(b) A person whose only clients in this state are persons described under s. 551.23 (8) (a) to (f).

(c) A person who has no place of business in this state and, during the preceding 12-month period, has not had more than 5 clients who are residents of this state, exclusive of clients described under s. 551.23 (8) (a) to (f).

316,39m Section 39m. 551.31 (3m) of the statutes is created to read:

551.31 (3m) Unless exempt from licensing under this subsection , it is unlawful for a person to transact business in this state as an investment adviser representative for an investment adviser unless licensed under this chapter as an investment adviser representative. All of the following persons are exempt from licensing under this subsection:

(a) A person who is licensed as an agent under this chapter.

(b) A person whose only clients in this state are persons described under s. 551.23 (8) (a) to (f).

316,40 Section 40 . 551.31 (4) of the statutes is repealed and recreated to read:

551.31 (4) (a) It is unlawful for any investment adviser who is required to be licensed under this chapter to employ an investment adviser representative to represent the investment adviser in this state, unless the investment adviser representative either is licensed for that investment adviser in this state or is a person described under sub. (3m) (a), (b) or (c).

(b) It is unlawful for any person having a place of business located in this state who is employed or supervised by, or is associated with, a federal covered adviser, to act as an investment adviser representative in this state, unless the investment adviser representative either is licensed in this state or is a person described under sub. (3m) (a), (b) or (c).

(c) 1. When an investment adviser representative licensed in this state employed by an investment adviser who is required to be licensed under this chapter terminates his or her employment, the investment adviser shall promptly file a notice with the division in accordance with rules promulgated by the division.

2. When an investment adviser representative licensed in this state employed by a federal covered adviser terminates his or her employment, the investment adviser representative shall promptly file a notice with the division in accordance with rules promulgated by the division.

316,41 Section 41 . 551.31 (4m) of the statutes is created to read:

551.31 (4m) It is unlawful for any federal covered adviser to transact investment advisory business in this state unless one of the following conditions is met:

(a) The federal covered adviser's only clients who are residents of this state are described under s. 551.23 (8) (a) to (f).

(b) The federal covered adviser has no place of business in this state, and, during the preceding 12-month period, the adviser has not had more than 5 clients who are residents of this state, exclusive of clients described under s. 551.23 (8) (a) to (f).

316,42 Section 42 . 551.32 (title) of the statutes is amended to read:

551.32 (title) Licensing and notice filing procedure.

316,43 Section 43 . 551.32 (1) (a) of the statutes is amended to read:

551.32 (1) (a) A broker-dealer, agent or, investment adviser or investment adviser representative may obtain an initial or renewal license by filing with the division, or an organization which the division by rule designates, an application together with a consent to service of process under s. 551.65 (1).

316,44 Section 44 . 551.32 (1) (b) of the statutes is amended to read:

551.32 (1) (b) An application under par. (a) shall contain whatever information the division by rule requires concerning the applicant's form and place of organization, proposed method of doing business and financial condition, the qualifications and experience business history of the applicant, including, in the case of a broker-dealer or investment adviser, the qualifications and experience business history of any partner, officer, director, or any person occupying a similar status or performing similar functions or any controlling person, any injunction or administrative order or conviction of a misdemeanor involving securities and any conviction of a felony, and any other matters which the division determines are relevant to the application. The division may by rule or order require an applicant for an initial license to publish an announcement of the application in one or more specified newspapers published in this state.

316,45 Section 45 . 551.32 (1) (d) of the statutes is renumbered 551.32 (1s) and amended to read:

551.32 (1s) The division shall cooperate with other securities administrators and regulatory authorities to simplify and coordinate license application, notice filing and renewal procedures.

316,46 Section 46 . 551.32 (1m) of the statutes is created to read:

551.32 (1m) (a) If required under s. 551.31 (4m), a federal covered adviser shall file with the division a notice filing together with the fee prescribed under s. 551.52 (2). The notice filing shall consist either of a notice filing form prescribed by the division by rule or a copy of those documents that have been filed with the federal securities and exchange commission as the division, by rule or order, may require.

(b) An initial notice filing is effective upon receipt by the division of the documents and fee required in par. (a). A renewal notice filing is effective upon the expiration under sub. (8) (a) of the prior notice filing, or upon receipt by the division of the documents and fee required under par. (a), whichever is later.

(c) To the extent not prohibited by federal law, a federal covered adviser, for whom a nonpayment or underpayment of any required fee to the division has not been remedied within 10 days of the receipt by the adviser of written notification from the division of the nonpayment or underpayment, shall either become licensed or qualify for an exclusion or exemption from licensure. The written notification by the division under this paragraph may be transmitted electronically.

316,47 Section 47 . 551.32 (3) of the statutes is amended to read:

551.32 (3) A licensed broker-dealer or investment adviser may file an application for licensing of a successor, and a federal covered adviser may file a notice filing for a successor, whether or not the successor is then in existence, for the unexpired portion of the year. There shall be no filing fee.

316,48 Section 48 . 551.32 (4) of the statutes is amended to read:

551.32 (4) The division may by rule prescribe standards of qualification with respect to training, experience and knowledge of the securities business and provide for an examination, which may be written or oral or both, to be taken by any class of or all applicants, as well as persons who represent or will represent an investment adviser, and the division may by order require an examination of a licensed broker-dealer, agent or, investment adviser or investment adviser representative for due cause.

316,49 Section 49 . 551.32 (5) and (6) of the statutes are repealed and recreated to read:

551.32 (5) The division may, by rule or order, establish a minimum net capital requirement for licensed broker-dealers, subject to the limitations of section 15 of the Securities Exchange Act of 1934 and may establish a minimum net capital requirement for licensed investment advisers, subject to the limitations of section 222 of the Investment Advisers Act of 1940.

(6) The division may, by rule or order, require licensed broker-dealers and investment advisers who have custody of or discretionary authority over client funds or securities, to post bonds in amounts as the division may prescribe by rule or order, subject to the limitations of section 15 of the Securities Exchange Act of 1934 for broker-dealers and section 222 of the Investment Advisers Act of 1940 for investment advisers, and may determine the conditions of the bonds. No bond may be required of any licensee whose net capital exceeds the amount prescribed by rule or order of the division. Every bond required by rules promulgated under this subsection shall provide for suit on the bond by any person who has a cause of action under s. 551.59 and, if the division by rule or order requires, by any person who has a cause of action not arising under this chapter. Every bond required by rules promulgated under this subsection shall provide that no suit may be maintained to enforce any liability on the bond unless the suit is brought within the time limitations of s. 551.59 (5).

316,50 Section 50 . 551.32 (8) of the statutes is created to read:

551.32 (8) (a) Every license or notice filing under this section expires on December 31 unless one of the following occurs:

1. The license or notice filing is renewed.

2. The license or notice filing is limited or extended for not more than 6 months, and the licensee or notice filer pays a fee, adjusted proportionately by the division by rule or order.

3. The division specifies a different expiration date by rule or order.

(b) No license or notice filing under this section is effective after its expiration. The expiration of a license or notice filing for which a renewal application has not been filed constitutes an application for withdrawal under sub. (9).

316,51 Section 51 . 551.32 (9) (b) of the statutes is created to read:

551.32 (9) (b) Termination of a notice filing under s. 551.32 (1m) is effective upon receipt by the division of written notification of termination.

316,52 Section 52 . 551.33 (1) of the statutes is amended to read:

551.33 (1) Every licensed broker-dealer, agent and investment adviser shall make and keep all accounts, correspondence, memoranda, papers, books and other records which the division by rule prescribes by rule or order, subject to the limitations of section 15 of the Securities Exchange Act of 1934 for broker-dealers and section 222 of the Investment Advisers Act of 1940 for investment advisers. All records required shall be preserved for 3 years unless the division by rule prescribes otherwise for particular types of records the period prescribed by the division by rule or order. All required records shall be kept within this state or shall, at the request of the division, be made available at any time for examination by the division either in the principal office of the licensee or by production of exact copies thereof in this state.

316,53 Section 53 . 551.33 (2) of the statutes is amended to read:

551.33 (2) Every licensed broker-dealer and investment adviser shall file such reports as the division by rule prescribes by rule or order, subject to the limitations of section 15 of the Securities Exchange Act of 1934 for broker-dealers and section 222 of the Investment Advisers Act of 1940 for investment advisers.

316,54 Section 54 . 551.33 (3) of the statutes is amended to read:

551.33 (3) If the information contained in any application for a license or other document filed with the division or an organization designated under s. 551.32 (1) (a) is or becomes inaccurate or incomplete in any material respect, the licensee filing the application or document shall promptly file a correcting amendment, except that a federal covered adviser shall file a correcting amendment when it is required to be filed with the securities and exchange commission, unless notification of the correction has been given under s. 551.32 (9) (a).

316,55 Section 55 . 551.33 (4) of the statutes is amended to read:

551.33 (4) The division shall make periodic examinations, within or without this state, of the business and records of each licensed broker-dealer and investment adviser, at such times and in such scope as the division determines. The examinations may be made without prior notice to the broker-dealer or investment adviser. The expense reasonably attributable to any such examination shall be paid by the broker-dealer or investment adviser whose business is examined, but the expense so payable shall not exceed an amount which the division by rule prescribes. For the purpose of avoiding unnecessary duplication of examinations, the division, insofar as it is practicable in administering this subsection, may cooperate with securities administrators of other states, the securities and exchange commission, and any national securities exchange or national securities association registered under the securities exchange act Securities Exchange Act of 1934. The division shall not make public the information obtained in the course of examinations, except when the division's duty under this chapter requires the division to take action regarding any broker-dealer or investment adviser or to make the information available to one of the organizations specified in this subsection, or except when called as a witness in any criminal or civil proceeding.

316,56 Section 56 . 551.33 (8) of the statutes is created to read:

551.33 (8) With respect to investment advisers, the division may, by rule or order, require that certain information be furnished or disseminated as necessary or appropriate in the public interest or for the protection of investors and advisory clients. If the division promulgates rules or issues orders under this subsection requiring that information be furnished or disseminated, the division may, in its discretion, permit investment advisers to satisfy requirements of these rules or orders in whole or in part by furnishing clients or prospective clients information that would satisfy the requirements of the Investment Advisers Act of 1940.

316,57 Section 57 . 551.34 (1) (b) of the statutes is amended to read:

551.34 (1) (b) Has wilfully violated or wilfully failed to comply with any provision of this chapter or a predecessor law or the securities act Securities Act of 1933, the securities exchange act Securities Exchange Act of 1934, the investment advisers act Investment Advisers Act of 1940, the investment company act Investment Company Act of 1940, or any rule under any of such statutes or any order thereunder of which he or she has notice;

316,58 Section 58 . 551.34 (1) (f) of the statutes is amended to read: