(b) The offer is directed by the offeror to a place in this state and received at the place to which it is directed, but for purposes of s. 551.301, an offer to sell which is not directed to or received by the offeree in this state is not made in this state.
(4) Acceptances in this state. For the purpose of this section, an offer to purchase or to sell is accepted in this state, whether or not either party is then present in this state, if the acceptance meets all of the following criteria:
(a) The acceptance is communicated to the offeror in this state and the offeree reasonably believes the offeror to be present in this state and the acceptance is received at the place in this state to which it is directed.
(b) The acceptance has not previously been communicated to the offeror, orally or in a record, outside this state.
(5) Publications, radio, television, or electronic communications. An offer to sell or to purchase is not made in this state when a publisher circulates or there is circulated on the publisher's behalf in this state a bona fide newspaper or other publication of general, regular, and paid circulation that is not published in this state, or that is published in this state but has had more than two-thirds of its circulation outside this state during the previous 12 months, or when a radio or television program or other electronic communication originating outside this state is received in this state. A radio, television program, or other electronic communication is considered as having originated in this state if either the broadcast studio or the originating source of transmission is located in this state, unless any of the following apply:
(a) The program or communication is syndicated and distributed from outside this state for redistribution to the general public in this state.
(b) The program or communication is supplied by a radio, television, or other electronic network with the electronic signal originating from outside this state for redistribution to the general public in this state.
(c) The program or communication is an electronic communication that originates outside this state and is captured for redistribution to the general public in this state by a community antenna or cable, radio, cable television, or other electronic system.
(d) The program or communication consists of an electronic communication that originates in this state, but which is not intended for distribution to the general public in this state.
(6) Investment advice and misrepresentations. Sections 551.403 (1), 551.404 (1), 551.405 (1), 551.502, 551.505, and 551.506 apply to a person if the person engages in an act, practice, or course of business instrumental in effecting prohibited or actionable conduct in this state, whether or not either party is then present in this state.
551.614 Fees and expenses. (1) Registration and notice filing fees and reporting. (a) There shall be a filing fee of $750 for every registration statement filed under s. 551.303 or 551.304, and for every notice filing under s. 551.302. If a registration statement is denied or withdrawn before the effective date or a pre-effective stop order is entered under s. 551.306, or a notice filing is withdrawn, the filing fee shall be retained.
(b) 1. An indefinite amount of securities shall be registered for offer and sale in this state under a registration statement relating to redeemable securities issued by an open-end management company or a face amount certificate company, as defined in the Investment Company Act of 1940, and the applicant shall pay the fee under par. (a). The registrant also shall, within 60 days after the end of each fiscal year during which its registration statement is effective and within 60 days after the registration is terminated, file a report on a form prescribed by rule of the division. The form shall require the registrant to do one of the following:
a. Elect not to include the information under subd. 1. b. and instead pay a fee of $1,500.
b. Report the amount of securities sold to persons in this state during the preceding fiscal year or, if the registration is terminated, during the portion of the preceding fiscal year during which the registration was effective, and pay a fee of 0.05 percent of the dollar amount of the securities sold to persons in this state, but not less than $150 nor more than $1,500.
2. An indefinite amount of securities is eligible for offer and sale in this state resulting from a notice filing under s. 551.302 for the initial offer of a federal covered security under section 18 (b) (2) of the Securities Act of 1933, if the filing party has notified the division of securities of the issuer's fiscal year, and the filing party pays the fee under par. (a). The filing party shall also, within 90 days after the end of each fiscal year following the filing under s. 551.302, and within 90 days after sales in this state have terminated, file a report to allow the division of securities to determine that the amount of the fee paid is correct. The report shall be on a form prescribed by rule of the division and shall require the filing party to do one of the following:
a. Elect not to include the information under subd. 2. b. and instead pay a fee of $1,500.
b. Report the amount of securities sold to persons in this state during the preceding fiscal year or, if sales have terminated, during the portion of the preceding fiscal year during which sales were made, and pay a fee of 0.05 percent of the dollar amount of the securities sold to persons in this state, but not less than $150 nor more than $1,500.
(2) Fees related to Broker-dealers, agents, investment advisers, investment adviser representatives, and federal covered advisers. Every applicant for an initial or renewal license under s. 551.401, 551.402, 551.403, or 551.404 shall pay a filing fee of $200 in the case of a broker-dealer or investment adviser and $30 in the case of an agent representing a broker-dealer or issuer or an investment adviser representative. Every federal covered adviser in this state that is required to make a notice filing under s. 551.405 shall pay an initial or renewal notice filing fee of $200. A broker-dealer, investment adviser, or federal covered adviser maintaining a branch office within this state shall pay an additional filing fee of $30 for each branch office. When an application is denied, or an application or a notice filing is withdrawn, the filing fee shall be retained.
(3) Examination expenses. The expenses reasonably attributable to the examination of any matter arising under this chapter shall be charged to the applicant, registrant, or licensee involved, but the expenses so charged shall not exceed such maximum amounts as the division of securities by rule prescribes.
(4) Other fees. The division of securities may by rule require the payment of prescribed fees for delinquent or materially deficient filings of information or documents required under this chapter to be filed with the division or an organization designated under s. 551.406 (1) (intro.).
(5) Fees paid to state. All fees and expenses collected by the division under this section shall be deposited into the general fund and credited to the appropriation account under s. 20.144 (1) (g).
551.615 Statutory policy. This chapter shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact the "Uniform Securities Act of 2002" and to coordinate the interpretation and administration of this chapter with related federal regulation.
subchapter Vii
TRANSITION
551.701 Effective date. This chapter takes effect on the effective date of this section .... [revisor inserts date].
551.703 Application of act to existing proceeding and existing rights and duties. (1) Applicability of predecessor act to pending proceedings and existing rights. The predecessor act exclusively governs all actions or proceedings that are pending on the effective date of this subsection .... [revisor inserts date], or may be instituted on the basis of conduct occurring before the effective date of this subsection .... [revisor inserts date], but a civil action may not be maintained to enforce any liability under the predecessor act unless instituted within any period of limitation that applied when the cause of action accrued or within 5 years after the effective date of this subsection .... [revisor inserts date], whichever is earlier.
(2) Continued effectiveness under predecessor act. All effective registrations under the predecessor act, and all administrative orders relating to the registrations, rules, statements of policy, interpretative opinions, declaratory rulings, no action determinations, and conditions imposed on the registrations under the predecessor act, remain in effect while they would have remained in effect if this chapter had not been reenacted. They are considered to have been filed, issued, or imposed under this chapter, but are exclusively governed by the predecessor act.
(3) Applicability of predecessor act to offers or sales. The predecessor act exclusively applies to an offer or sale made within one year after the effective date of this subsection .... [revisor inserts date], pursuant to an offering made in good faith before the effective date of this subsection .... [revisor inserts date], on the basis of an exemption available under the predecessor act.
196,17
Section
17. 552.01 (6) (c) of the statutes is amended to read:
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. 551.22 (3), (4) or (5) 551.201 (3); and
196,18
Section
18. 552.05 (2) (intro.) of the statutes is amended to read:
552.05 (2) (intro.) The registration statement shall be filed on forms prescribed by the division, and shall be accompanied by a consent by the offeror to service of process specified in s. 551.65 (1) 551.611 and the filing fee specified in s. 552.15 (1), and shall contain the following information and such additional information as the division by rule prescribes:
196,19
Section
19. 560.036 (1) (fm) 2. of the statutes is amended to read:
560.036 (1) (fm) 2. It serves as a manager, comanager or in any other underwriting capacity with regard to the sale of evidences of indebtedness or other obligations or as a broker-dealer as defined in s. 551.02 (3) 551.102 (4).
196,20
Section
20. 611.76 (11) of the statutes is amended to read:
611.76 (11) Security regulation. The filing with the division of securities of a certified copy of the plan of conversion as approved by the commissioner constitutes registration under s. 551.27 551.305 of the securities authorized to be issued thereunder.
196,21
Section
21. 644.22 of the statutes is amended to read:
644.22 Securities regulation. A membership interest in a domestic mutual holding company shall not constitute a security, as defined in s. 551.02 (13)
551.102 (28).
196,22
Section
22. 893.66 (3) of the statutes is amended to read:
893.66 (3) This section does not apply to actions subject to s. 551.59 (5) 551.509 (10) or 553.51 (4).
196,23
Section
23. 946.79 (1) (a) of the statutes is amended to read:
946.79 (1) (a) "Financial institution" means a bank, savings bank, savings and loan association, credit union, loan company, sales finance company, insurance premium finance company, community currency exchange, seller of checks, insurance company, trust company, securities broker-dealer, as defined in s. 551.02 (3) 551.102 (4), mortgage banker, mortgage broker, pawnbroker, as defined in s. 134.71 (1) (e), telegraph company, or dealer in precious metals, stones, or jewels.
196,24
Section
24. 946.82 (4) of the statutes is amended to read:
946.82
(4) "Racketeering activity" means any activity specified in
18 USC 1961 (1) in effect as of April 27, 1982, or the attempt, conspiracy to commit, or commission of any of the felonies specified in: chs. 945 and 961
, subch. V of ch. 551, and ss. 49.49, 134.05, 139.44 (1), 180.0129, 181.0129, 185.825, 201.09 (2), 215.12, 221.0625, 221.0636, 221.0637, 221.1004,
551.41, 551.42, 551.43, 551.44, 553.41 (3) and (4), 553.52 (2), 940.01, 940.19 (4) to (6), 940.20, 940.201, 940.203, 940.21, 940.30, 940.305, 940.31, 941.20 (2) and (3), 941.26, 941.28, 941.298, 941.31, 941.32, 942.09, 943.01 (2), (2d), or (2g), 943.011, 943.012, 943.013, 943.02, 943.03, 943.04, 943.05, 943.06, 943.10, 943.20 (3) (bf) to (e), 943.201, 943.203, 943.23 (1g), (2) and (3), 943.24 (2), 943.27, 943.28, 943.30, 943.32, 943.34 (1) (bf), (bm), and (c), 943.38, 943.39, 943.40, 943.41 (8) (b) and (c), 943.50 (4) (bf), (bm), and (c), 943.60, 943.70, 943.76, 943.81, 943.82, 943.83, 943.84, 943.85, 943.86, 943.87, 943.88, 943.89, 943.90, 944.21 (5) (c) and (e), 944.32, 944.33 (2), 944.34, 945.03 (1m), 945.04 (1m), 945.05 (1), 945.08, 946.10, 946.11, 946.12, 946.13, 946.31, 946.32 (1), 946.48, 946.49, 946.61, 946.64, 946.65, 946.72, 946.76, 946.79, 947.015, 948.05, 948.08, 948.12, and 948.30.
196,25
Section
25. 972.085 of the statutes is amended to read:
972.085 Immunity; use standard. Immunity from criminal or forfeiture prosecution under ss. 13.35, 17.16 (7), 77.61 (12), 93.17, 111.07 (2) (b), 128.16, 133.15, 139.20, 139.39 (5), 195.048, 196.48, 551.56 (3) 551.602 (5), 553.55 (3), 601.62 (5), 767.87 (4), 885.15, 885.24, 885.25 (2), 891.39 (2), 968.26, 972.08 (1) and 979.07 (1) and ch. 769, provides immunity only from the use of the compelled testimony or evidence in subsequent criminal or forfeiture proceedings, as well as immunity from the use of evidence derived from that compelled testimony or evidence.
196,26
Section
26.
Effective date.
(1) This act takes effect on January 1, 2009.
