AB350-ASA1,11,524 a. If the issuer has not undergone and made available to each prospective
25investor and the administrator the documentation resulting from a financial audit

1of its most recently completed fiscal year which complies with generally accepted
2accounting principles, $1,000,000 subject to adjustment under s. 551.206, less the
3aggregate amount received for all sales of securities by the issuer within the 12
4months before the first offer or sale made in reliance on the exemption under this
5subsection.
AB350-ASA1,11,116 b. If the issuer has undergone and made available to each prospective investor
7and the administrator the documentation resulting from a financial audit of its most
8recently completed fiscal year which complies with generally accepted accounting
9principles, $2,000,000 subject to adjustment under s. 551.206, less the aggregate
10amount received for all sales of securities by the issuer within the 12 months before
11the first offer or sale made in reliance on the exemption under this subsection.
AB350-ASA1,11,1612 2. An offer or sale to an officer, director, partner, trustee, or individual
13occupying similar status or performing similar functions with respect to the issuer
14or to a person owning 10 percent or more of the outstanding shares of any class or
15classes of securities of the issuer does not count toward the monetary limitation in
16subd. 1. a. and 1. b.
AB350-ASA1,11,1817 (d) The issuer does not accept more than $5,000 from any single purchaser
18unless the purchaser is an accredited investor or certified investor.
AB350-ASA1,11,2219 (e) No commission or other remuneration is paid or given, directly or indirectly,
20for any person's participation in the offer or sale of securities for the issuer unless the
21person is registered as a broker-dealer or agent under this chapter. This paragraph
22does not apply if the offer or sale of the security is to a certified investor.
AB350-ASA1,11,2423 (f) No general solicitation or general advertising is made in connection with the
24offer to sell or sale of the securities unless it has been permitted by the administrator.
AB350-ASA1,12,3
1(g) All funds received from investors are deposited into a bank, savings bank,
2savings and loan association, or credit union chartered under the laws of this state,
3and all the funds are used in accordance with representations made to investors.
AB350-ASA1,12,94 (h) Before the 101st offer of the security, the issuer provides a notice to the
5administrator in writing or in electronic form, accompanied by the filing fee specified
6in s. 551.614 (1m). The administrator shall prescribe the form required for the notice
7and make the form available as an electronic document on the department of
8financial institutions Internet site. Notwithstanding s. 551.204 (1) and (3), the
9notice shall be limited to all of the following:
AB350-ASA1,12,1110 1. Stating that the issuer is conducting an offering in reliance on the exemption
11under this subsection.
AB350-ASA1,12,1212 2. Identifying the names and addresses of all of the following persons:
AB350-ASA1,12,1313 a. The issuer.
AB350-ASA1,12,1514 b. All persons who will be involved in the offer or sale of securities on behalf of
15the issuer.
AB350-ASA1,12,1716 c. The bank, savings bank, savings and loan association, or credit union in
17which investor funds will be deposited.
AB350-ASA1,12,2118 (i) The issuer is not, either before or as a result of the offering, an investment
19company, as defined in section 3 of the Investment Company Act of 1940 (15 USC
2080a-3
), or subject to the reporting requirements of section 13 or 15 (d) of the
21Securities Exchange Act of 1934 (15 USC 78m or 78o (d)).
AB350-ASA1,12,2422 (j) The issuer informs all purchasers that the securities have not been
23registered under this chapter and makes the disclosures required under subsection
24(f) of Rule 147 adopted under the Securities Act of 1933 (17 CFR 230.147 (f)).
AB350-ASA1,13,3
1(k) No offer or sale of a different class or series of security has been made by
2the issuer in reliance on the exemption under this subsection or sub. (26) during the
3immediately preceding 12-month period.
AB350-ASA1,11 4Section 11. 551.205 of the statutes is created to read:
AB350-ASA1,13,8 5551.205 Additional provisions related to crowdfunding exemption for
6intrastate offerings through Internet sites.
(1) All of the following
7requirements apply to an offer or sale of securities pursuant to the exemption under
8s. 551.202 (26):
AB350-ASA1,13,119 (a) Prior to any offer or sale of securities, the issuer shall provide to the Internet
10site operator evidence that the issuer is organized under the laws of this state and
11is authorized to do business in this state.
AB350-ASA1,13,1512 (b) 1. The Internet site operator shall register with the division by filing a
13statement, which the administrator shall make available as an electronic document
14on the department of financial institutions Internet site, accompanied by the filing
15fee specified in s. 551.614 (1m), that includes all of the following:
AB350-ASA1,13,1716 a. That the Internet site operator is a business entity organized under the laws
17of this state and authorized to do business in this state.
AB350-ASA1,13,1918 b. That the Internet site is being utilized to offer and sell securities pursuant
19to the exemption under s. 551.202 (26).
AB350-ASA1,13,2120 c. The identity and location of, and contact information for, the Internet site
21operator.
AB350-ASA1,13,2322 d. Except as provided in subds. 2. and 4., that the Internet site operator is
23registered as a broker-dealer under s. 551.401.
AB350-ASA1,14,3
12. The Internet site operator is not required to register as a broker-dealer
2under s. 551.401 if all of the following apply with respect to the Internet site and its
3operator:
AB350-ASA1,14,44 a. It does not offer investment advice or recommendations.
AB350-ASA1,14,65 b. It does not solicit purchases, sales, or offers to buy the securities offered or
6displayed on the Internet site.
AB350-ASA1,14,97 c. Except as provided in sub. (3), it does not compensate employees, agents, or
8other persons for the solicitation or based on the sale of securities displayed or
9referenced on the Internet site.
AB350-ASA1,14,1210 d. Except as provided in sub. (3), it is not compensated based on the amount
11of securities sold, and it does not hold, manage, possess, or otherwise handle investor
12funds or securities.
AB350-ASA1,14,1613 e. Except as provided in sub. (3), the fee it charges an issuer for an offering of
14securities on the Internet site is a fixed amount for each offering, a variable amount
15based on the length of time that the securities are offered on the Internet site, or a
16combination of such fixed and variable amounts.
AB350-ASA1,14,1817 f. It does not identify, promote, or otherwise refer to any individual security
18offered on the Internet site in any advertising for the Internet site.
AB350-ASA1,14,2019 g. It does not engage in such other activities as the division, by rule, determines
20are prohibited of such an Internet site.
AB350-ASA1,14,2321 3. If any change occurs in the information that an Internet site operator
22submits to the division in a statement filed under subd. 1., the Internet site operator
23shall notify the division within 30 days after the change occurs.
AB350-ASA1,15,724 4. The Internet site operator is not required to register as a broker-dealer
25under s. 551.401 if the Internet site operator is registered as a broker-dealer under

1the Securities Exchange Act of 1934 (15 USC 78o) or is a funding portal registered
2under the Securities Act of 1933 (15 USC 77d-1) and the Securities and Exchange
3Commission has adopted rules under authority of section 3 (h) of the Securities
4Exchange Act of 1934 (15 USC 78c (h)) and P.L. 112-106, section 304, governing
5funding portals. Nothing in this section requires an Internet site operator to register
6as a broker-dealer under the Securities Exchange Act of 1934 or as a funding portal
7under the Securities Act of 1933.
AB350-ASA1,15,118 (c) The issuer and the Internet site operator shall maintain records of all offers
9and sales of securities effected through the Internet site and shall provide ready
10access to the records to the division, upon request. The division may access, inspect,
11and review any Internet site registered under this subsection as well as its records.
AB350-ASA1,15,21 12(2) An issuer of a security, the offer and sale of which is exempt under s. 551.202
13(26), shall provide, free of charge, a quarterly report to the issuer's investors until no
14securities issued under s. 551.202 (26) are outstanding. An issuer may satisfy the
15reporting requirement of this subsection by making the information available on an
16Internet site if the information is made available within 45 days after the end of each
17fiscal quarter and remains available until the succeeding quarterly report is issued.
18An issuer shall file each quarterly report under this subsection with the division and,
19if the quarterly report is made available on an Internet site, the issuer shall also
20provide a written copy of the report to any investor upon request. The report shall
21contain all of the following:
AB350-ASA1,15,2522 (a) Compensation received by each director and executive officer, including
23cash compensation earned since the previous report and on an annual basis and any
24bonuses, stock options, other rights to receive securities of the issuer or any affiliate
25of the issuer, or other compensation received.
AB350-ASA1,16,2
1(b) An analysis by management of the issuer of the business operations and
2financial condition of the issuer.
AB350-ASA1,16,14 3(3) If the Securities and Exchange Commission adopts rules under authority
4of section 3 (h) of the Securities Exchange Act of 1934 (15 USC 78c (h)) and P.L.
5112-106, section 304, that authorize funding portals to receive commissions without
6registering as broker-dealers under the Securities Exchange Act of 1934, the
7division shall promulgate rules authorizing Internet site operators registered with
8the division under sub. (1) (b) that are not registered as broker-dealers under s.
9551.401 to receive commissions. The division shall ensure that its rules authorizing
10commissions for Internet site operators are consistent with rules adopted by the
11Securities and Exchange Commission. The division's rules shall also ensure that
12Internet site operators that do not satisfy rules adopted by the Securities and
13Exchange Commission have the opportunity to operate in compliance with the
14requirements of this section.
AB350-ASA1,12 15Section 12. 551.206 of the statutes is created to read:
AB350-ASA1,16,23 16551.206 Adjustments. At 5-year intervals after January 1, 2014, the
17department of financial institutions shall adjust the monetary amounts specified in
18s. 551.202 (26) (c) 1. a. and 1. b. and (27) (c) 1. a. and 1. b. to reflect changes since
19January 1, 2014, in the consumer price index for all urban consumers,
20Milwaukee-Racine area average, as determined by the U.S. department of labor.
21Each adjustment shall be rounded to the nearest multiple of $50,000. Each
22adjustment under this section shall be published on the department of financial
23institutions Internet site.
AB350-ASA1,13 24Section 13. 551.305 (9) of the statutes is amended to read:
AB350-ASA1,17,6
1551.305 (9) Periodic reports. While a registration statement is effective, a rule
2adopted or order issued under this chapter may require the person that filed the
3registration statement to file reports, not more often than quarterly, to keep the
4information or other record in the registration statement reasonably current and to
5disclose the progress of the offering. No report may be required under this subsection
6of a financial institution holding company.
AB350-ASA1,14 7Section 14. 551.401 (1) of the statutes is amended to read:
AB350-ASA1,17,118 551.401 (1) Registration requirement. It is unlawful for a person to transact
9business in this state as a broker-dealer unless the person is registered under this
10chapter as a broker-dealer or is exempt from registration as a broker-dealer under
11sub. (2) or (4) or s. 551.205 (1) (b) 2.
AB350-ASA1,15 12Section 15. 551.402 (2) (b) of the statutes is amended to read:
AB350-ASA1,17,1413 551.402 (2) (b) An individual who represents a broker-dealer that is exempt
14under s. 551.205 (1) (b) 2. or 551.401 (2) or (4).
AB350-ASA1,16 15Section 16. 551.402 (2) (f) of the statutes is amended to read:
AB350-ASA1,17,2116 551.402 (2) (f) An individual who represents a broker-dealer registered in this
17state under s. 551.401 (1) or exempt from registration under s. 551.205 (1) (b) 2. or
18551.401 (2) in the offer and sale of securities for an account of a nonaffiliated federal
19covered investment adviser with investments under management in excess of
20$100,000,000 acting for the account of others pursuant to discretionary authority in
21a signed record.
AB350-ASA1,17 22Section 17. 551.605 (3) of the statutes is renumbered 551.605 (3) (am), and
23551.605 (3) (am) (intro.), as renumbered, is amended to read:
AB350-ASA1,18,524 551.605 (3) (am) (intro.) Subject to section 15 (h) of the Securities Exchange Act
25and section 222 of the Investment Advisers Act of 1940, and except as provided in par.

1(bm),
the administrator may require that a financial statement filed under this
2chapter be prepared in accordance with generally accepted accounting principles in
3the United States and comply with other requirements specified by rule adopted or
4order issued under this chapter. A Except as provided in par. (bm), a rule adopted
5or order issued under this chapter may establish:
AB350-ASA1,18 6Section 18. 551.605 (3) (bm) of the statutes is created to read:
AB350-ASA1,18,127 551.605 (3) (bm) 1.   Except as provided in subd. 2., a financial institution
8holding company whose securities have been registered under this chapter shall not
9be required to prepare or distribute to shareholders or provide to the department of
10financial institutions, at any time after such registration, any financial statements,
11financial information, annual reports, or other periodic reports except to the extent
12required under ss. 180.1620 and 180.1622.
AB350-ASA1,18,1813 2. Each financial institution holding company whose securities have been
14registered under this chapter and are held by 100 or more persons in this state shall
15distribute to the security holders not more than 120 days after the end of each fiscal
16year the annual financial statements prepared under s. 180.1620. This subdivision
17does not apply to a financial institution holding company that has any securities
18registered under section 12 of the Securities Exchange Act of 1934 (15 USC 78l).
AB350-ASA1,18,2119 3. If any financial statement is required of a financial institution holding
20company under this chapter, the financial institution holding company shall not be
21required to do any of the following:
AB350-ASA1,18,2322 a. Except as may be required under s. 180.1620, have the financial statement
23prepared in accordance with generally accepted accounting principles.
AB350-ASA1,18,2524 b. Have the financial statement examined and reported upon or reviewed by
25or compiled by any certified public accountant.
AB350-ASA1,19
1Section 19. 551.607 (2) (g) of the statutes is created to read:
AB350-ASA1,19,52 551.607 (2) (g) Any information or record received under s. 551.202 (26) (k)
3relating to payments for securities, the copy of the disclosure statement provided to
4the administrator under s. 551.202 (26) (f) 2., and any information or record obtained
5by the division under s. 551.205 (1) (c).
AB350-ASA1,20 6Section 20. 551.614 (1m) of the statutes is created to read:
AB350-ASA1,19,117 551.614 (1m) Filing fees relating to certain registration exemptions. There
8shall be a nonrefundable filing fee of $50 for every notice of claim of exemption filed
9under s. 551.202 (26) (f) 1., a nonrefundable filing fee of $50 for every notice provided
10under s. 551.202 (27) (h), and a nonrefundable filing fee of $100 for every statement
11filed under s. 551.205 (1) (b) 1.
AB350-ASA1,21 12Section 21. Initial applicability.
AB350-ASA1,19,1513 (1) The treatment of sections 551.102 (4m) and (11) (o), 551.202 (13) (ar),
14551.202 (14m), and 551.202 (24m) of the statutes first applies to securities offered
15or sold on the effective date of this subsection.
AB350-ASA1,19,1916 (2) The treatment of sections 551.102 (8m) and (9m), 551.202 (26) and (27),
17551.205, 551.401 (1), 551.402 (2) (b) and (f), 551.607 (2) (g), and 551.614 (1m) of the
18statutes first applies to securities offered or sold on the first day of the 7th month
19beginning after the effective date of this subsection.
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