AB150,2185,114
551.52
(1) (b) (intro.) An indefinite amount of securities shall be registered
5under a registration statement relating to redeemable securities issued by an
6open-end management company or a face amount certificate company, as defined in
7the investment company act of 1940, and the applicant shall pay the fee under par.
8(a). The registrant also shall, within 60 days after the end of each fiscal year during
9which its registration statement is effective and within 60 days after the registration
10is terminated, file a report on a form prescribed by rule of the
commissioner 11department in which the registrant does any of the following:
AB150, s. 6723
12Section
6723. 551.52 (3) of the statutes is amended to read:
AB150,2185,1613
551.52
(3) The expenses reasonably attributable to the examination of any
14matter arising under this chapter shall be charged to the applicant, registrant or
15licensee involved, but the expenses so charged shall not exceed such maximum
16amounts as the
commissioner department by rule prescribes.
AB150, s. 6724
17Section
6724. 551.52 (4) of the statutes is amended to read:
AB150,2185,2118
551.52
(4) The
commissioner department may by rule require the payment of
19prescribed fees for delinquent or materially deficient filings of information or
20documents required under this chapter to be filed with the
commissioner department 21or an organization designated under s. 551.32 (1) (a).
AB150, s. 6725
22Section
6725. 551.53 (1) (b) of the statutes is amended to read:
AB150,2185,2523
551.53
(1) (b) That has not been filed with the
commissioner department not
24later than the date of publication or circulation, except as the
commissioner 25department may otherwise provide by rule or order.
AB150, s. 6726
1Section
6726. 551.53 (2) of the statutes is amended to read:
AB150,2186,32
551.53
(2) The
commissioner department may by rule or order prohibit the
3publication, circulation or use of any advertising deemed false or misleading.
AB150, s. 6727
4Section
6727. 551.54 of the statutes is amended to read:
AB150,2186,12
5551.54 Misleading filings. It is unlawful for any person to make or cause to
6be made, in any document filed with the
commissioner
department or filed under s.
7551.32 (1) (a) with an organization designated by the
commissioner department or
8in any proceeding under this chapter, any statement which is, at the time and in the
9light of the circumstances under which it is made, false or misleading in any material
10respect or, in connection with such statement, to omit to state a material fact
11necessary in order to make the statements made, in the light of the circumstances
12under which they are made, not misleading.
AB150, s. 6728
13Section
6728. 551.55 of the statutes is amended to read:
AB150,2186,23
14551.55 Unlawful representations. Neither the fact that a registration
15statement or an application for a license has been filed nor the fact that a security
16is effectively registered or a person is licensed constitutes a finding by the
17commissioner department that any document filed under this chapter is true,
18complete and not misleading. Neither any such fact nor the fact that an exemption
19or exception is available for a security or a transaction means that the
commissioner 20department has passed in any way upon the merits or qualifications of, or
21recommended or given approval to, any person, security or transaction. It is
22unlawful to make, or cause to be made, to any prospective purchaser, customer or
23client any representation inconsistent with the foregoing.
AB150, s. 6729
24Section
6729. 551.56 (1) (intro.) of the statutes is amended to read:
AB150,2186,2525
551.56
(1) (intro.) The
commissioner
department may:
AB150, s. 6730
1Section
6730. 551.56 (1) (b) of the statutes is amended to read:
AB150,2187,42
551.56
(1) (b) Require or permit any person to file a statement in writing, under
3oath or otherwise as the
commissioner department determines, as to all the facts and
4circumstances concerning the matter being investigated;
AB150, s. 6731
5Section
6731. 551.56 (2) of the statutes is amended to read:
AB150,2187,136
551.56
(2) For the purpose of any investigation, hearing or proceeding under
7this chapter, the
commissioner department or any officer designated by the
8commissioner department may administer oaths and affirmations, subpoena
9witnesses, compel their attendance, take evidence and require the production of any
10books, papers, correspondence, memoranda, agreements or other documents or
11records which the
commissioner department deems relevant or material to the
12inquiry. Failure to obey a subpoena or give evidence may be dealt with in accordance
13with s. 885.12.
AB150, s. 6732
14Section
6732. 551.56 (3) (a) of the statutes is amended to read:
AB150,2187,2515
551.56
(3) (a) No person is excused from attending and testifying or from
16producing any document or record before the
commissioner department, or in
17obedience to the subpoena of the
commissioner department or any officer designated
18by the
commissioner department, or in any proceeding instituted by the
19commissioner department, on the ground that the testimony or evidence required of
20the person may tend to incriminate him or her or subject the person to a penalty or
21forfeiture; but no individual may be prosecuted or subjected to any penalty or
22forfeiture for or on account of his or her testimony or evidence, after claiming his or
23her privilege against self-incrimination, except that the individual testifying is not
24exempt from prosecution and punishment for perjury or contempt committed in
25testifying.
AB150, s. 6733
1Section
6733. 551.57 of the statutes is amended to read:
AB150,2188,13
2551.57 Injunctions. Whenever it appears to the
commissioner department 3that any person has engaged or is about to engage in any act or practice constituting
4a violation of this chapter or any rule or order hereunder, the
commissioner 5department may bring an action in the name of the state in the circuit court of the
6appropriate county to enjoin the acts or practices and to enforce compliance with this
7chapter or any rule or order hereunder, or the
commissioner department may refer
8the matter to the attorney general or the district attorney of the appropriate county.
9Upon a proper showing, the court may grant a permanent or temporary injunction
10or restraining order, or may appoint a receiver for the defendant or the defendant's
11assets, or may order rescission of any sales or purchases of securities determined to
12be unlawful under this chapter or any rule or order hereunder. The court may not
13require the
commissioner department to post a bond.
AB150, s. 6734
14Section
6734. 551.58 (2) of the statutes is amended to read:
AB150,2188,2115
551.58
(2) The
commissioner department may refer such evidence as is
16available concerning violations of this chapter or of any rule or order under this
17chapter to the attorney general or the district attorney of the appropriate county, who
18may, with or without any reference, institute the appropriate criminal proceedings
19under this chapter. If referred to a district attorney, the district attorney shall,
20within 90 days, file with the
commissioner department a statement concerning any
21action taken or, if no action has been taken, the reasons therefor.
AB150, s. 6735
22Section
6735. 551.59 (6) (a) of the statutes is amended to read:
AB150,2189,1023
551.59
(6) (a) No purchaser may commence an action under this section if,
24before suit is commenced, the purchaser has received a written offer stating the
25respect in which liability under this section may have arisen and fairly advising the
1purchaser of his or her rights; offering to repurchase the security for cash payable
2on delivery of the security equal to the consideration paid, together with interest at
3the legal rate under s. 138.04 from the date of payment, less the amount of any
4income received thereon or, if the purchaser no longer owns the security, offering to
5pay the purchaser upon acceptance of the offer an amount in cash equal to the
6damages computed in accordance with sub. (1); and stating that the offer may be
7accepted by the purchaser at any time within a specified period of not less than 30
8days after the date of receipt thereof or such shorter period as the
commissioner 9department may by rule prescribe; and the purchaser has failed to accept such offer
10in writing within the specified period.
AB150, s. 6736
11Section
6736. 551.59 (6) (c) of the statutes is amended to read:
AB150,2189,1712
551.59
(6) (c) Offers shall be in the form and contain the information the
13commissioner department by rule prescribes. Every offer under this subsection shall
14be delivered to the offeree or sent by certified mail addressed to the offeree at the
15offeree's last-known address. If an offer is not performed in accordance with its
16terms, suit by the offeree under this section shall be permitted without regard to this
17subsection.
AB150, s. 6737
18Section
6737. 551.60 (title) of the statutes is amended to read:
AB150,2189,19
19551.60 (title)
Miscellaneous powers of commissioner.
AB150, s. 6738
20Section
6738. 551.60 (1) of the statutes is amended to read:
AB150,2189,2521
551.60
(1) The
commissioner department may by rule or order require any
22issuer of securities registered or exempted by order of the
commissioner department 23under this chapter or predecessor laws to file with the
commissioner department and
24distribute to its security holders in this state at least annually specified financial or
25other information concerning the issuer.
AB150, s. 6739
1Section
6739. 551.60 (2) (a) of the statutes is amended to read:
AB150,2190,62
551.60
(2) (a) If the
commissioner
department has reason to believe that any
3offer or sale of an unregistered security is, has been or would be unfair, inequitable
4or fraudulent to offerees or purchasers, the
commissioner department may by order
5summarily prohibit further offers or sales of such security in this state until it is
6registered under this chapter.
AB150, s. 6740
7Section
6740. 551.60 (2) (b) of the statutes is amended to read:
AB150,2190,128
551.60
(2) (b) If the
commissioner
department has reason to believe that any
9security is being or has been offered or sold in this state by any unlicensed person in
10violation of this chapter or any rule or order hereunder, the
commissioner 11department may by order summarily prohibit such person from further offers or
12sales of securities in this state until licensed under this chapter.
AB150, s. 6741
13Section
6741. 551.60 (2) (c) of the statutes is amended to read:
AB150,2190,1914
551.60
(2) (c) If the
commissioner
department has reason to believe that any
15unlicensed person is transacting or has transacted business in this state as an
16investment adviser in violation of this chapter or any rule or order promulgated
17under this chapter, the
commissioner department may by order summarily prohibit
18such person from further engaging in such activity in this state until licensed under
19this chapter.
AB150, s. 6742
20Section
6742. 551.60 (3) of the statutes is amended to read:
AB150,2191,1121
551.60
(3) If the public interest and the protection of investors so require, the
22commissioner department may by order summarily suspend all trading in this state
23by broker-dealers and agents in any security for any period specified. No
24broker-dealer or agent may effect any transaction in, or induce or attempt to induce
25the purchase or sale of, any security in this state in which trading is so suspended,
1except in performance of a contract previously entered into. At any time after the
2issuance of an order under this subsection, any interested person may in writing
3request that the suspension of trading be vacated. Upon the receipt of a written
4request, the matter shall be noticed for hearing and a hearing shall be held in the
5manner provided in s. 551.61 (2). After the hearing, the
commissioner department 6may order the suspension to be continued until modified or vacated by further order
7upon a finding that trading in the security will be unfair or inequitable or will tend
8to work a fraud upon the purchasers or sellers of the security. Otherwise, the
9commissioner department shall vacate the suspension of trading and no further
10order may be entered under this subsection with respect to the same security in the
11absence of changed circumstances justifying an order.
AB150, s. 6743
12Section
6743. 551.60 (4) of the statutes is amended to read:
AB150,2191,2113
551.60
(4) Every corporation, partnership or association having its principal
14office in this state or whose securities have been registered under this chapter or
15predecessor laws shall, within 20 days after receipt of written request from the
16commissioner department made in connection with any investigation under s.
17551.56 (1), furnish the
commissioner department with a list of all or part of its
18security holders as the
commissioner department requests, showing the amount of
19securities held by each security holder and the date of issuance of such securities and
20information reasonably related thereto, signed by the president, secretary or partner
21of the issuer or a person occupying a similar status or performing similar functions.
AB150, s. 6744
22Section
6744. 551.60 (5) of the statutes is amended to read:
AB150,2191,2423
551.60
(5) The
commissioner department may take such action as is authorized
24under
7 USC 13a-2, as amended.
AB150, s. 6745
25Section
6745. 551.605 (1) (a) (intro.) of the statutes is amended to read:
AB150,2192,5
1551.605
(1) (a) (intro.) The
commissioner department or any officer designated
2by the
commissioner department may impose an administrative assessment in the
3amount provided in par. (b) on any person who is subject to an order that is issued
4under s. 551.24, 551.28, 551.34, 551.53, 551.60 or 551.63 (1) and (2) in any of the
5following circumstances:
AB150, s. 6746
6Section
6746. 551.605 (1) (a) 1. of the statutes is amended to read:
AB150,2192,97
551.605
(1) (a) 1. Following a hearing under s. 551.61 if the notice delivered to
8all interested parties includes notice of the
commissioner's department's authority
9to impose an administrative assessment under this subsection.
AB150, s. 6747
10Section
6747. 551.605 (1) (c) of the statutes is amended to read:
AB150,2192,1311
551.605
(1) (c) The
commissioner
department shall include any administrative
12assessment imposed under this subsection in the order issued under any of the
13sections referred to in par. (a) in the manner described in par. (a) 1. or 2.
AB150, s. 6748
14Section
6748. 551.605 (1) (d) of the statutes is amended to read:
AB150,2192,1815
551.605
(1) (d) Upon the request of the
commissioner department of financial
16institutions, the department of justice may bring a civil action in the circuit court for
17Dane county to compel payment of any unpaid administrative assessment, unless
18payment of the administrative assessment is stayed under s. 227.54.
AB150, s. 6749
19Section
6749. 551.605 (2) of the statutes is amended to read:
AB150,2193,320
551.605
(2) Investor education. All moneys collected from the administrative
21assessment under sub. (1) shall be credited to the appropriation under s.
20.185 (1)
22(h) 20.144 (1) (i). Subject to s.
20.185 (1) (h) 20.144 (1) (i), the
commissioner 23department shall use moneys credited to that appropriation to provide information
24to residents of this state about investments in securities to help investors and
25potential investors evaluate their investment decisions, protect themselves from
1unfair, inequitable or fraudulent offerings, choose their broker-dealers, agents or
2investment advisers more carefully, be alert for false or misleading advertising or
3other harmful practices, and know their rights as investors.
AB150, s. 6750
4Section
6750. 551.61 (1) of the statutes is amended to read:
AB150,2193,95
551.61
(1) No order, other than an order issued summarily subject to sub. (2),
6may be entered by the
commissioner department under s. 551.24, 551.28, 551.34 or
7551.53 (2) without appropriate prior notice to all interested parties, opportunity for
8a hearing and, except as provided by s. 551.34 (7), written findings of fact and
9conclusions of law.
AB150, s. 6751
10Section
6751. 551.61 (2) of the statutes is amended to read:
AB150,2193,2011
551.61
(2) Within 30 days after the
commissioner department has issued an
12order summarily, an interested party may file a written request with the
13commissioner department for a hearing in respect to any matters determined by the
14order, except a party may file a request for a hearing regarding an order issued under
15s. 551.60 (3) at any time. Within 10 days after an interested person files a written
16request with the
commissioner department for a hearing, the matter shall be noticed
17for hearing, and a hearing shall be held within 60 days after notice, unless extended
18by the
commissioner department for good cause. During the pendency of any hearing
19requested under this subsection, the order issued summarily shall remain in effect
20unless vacated or modified by the
commissioner department.
AB150, s. 6752
21Section
6752. 551.61 (3) of the statutes is amended to read:
AB150,2194,222
551.61
(3) After a hearing, the
commissioner department may issue a final
23order as appropriate. The final order may affirm, vacate or modify an order issued
24summarily in effect during the pendency of the hearing as appropriate, or may
25include such other sanctions as are provided for under s. 551.24, 551.28 or 551.34.
1An order issued summarily against a party becomes a final order if the party fails
2to request a hearing under sub. (2) or if the party defaults after requesting a hearing.
AB150, s. 6753
3Section
6753. 551.61 (5) of the statutes is amended to read:
AB150,2194,74
551.61
(5) Orders of the
commissioner
department are subject to judicial
5review under ch. 227 but orders originally entered without a hearing may be
6reviewed only if the party seeking review has requested a hearing within the time
7provided by sub. (2).
AB150, s. 6754
8Section
6754. 551.62 (1) of the statutes is amended to read:
AB150,2194,199
551.62
(1) No permanent or temporary injunction, stay, restraining order or
10other order shall issue in any proceeding under s. 551.56 or 551.61 suspending or
11staying any order of the
commissioner department, except upon application to the
12circuit court of the appropriate county, notice of which shall be given to the
13commissioner department and other parties to the proceeding, and except after
14opportunity for hearing thereon. No permanent or temporary injunction, stay,
15restraining order or other order shall issue in any other proceeding or action, in any
16court, which shall have the effect of delaying or preventing any such order from
17becoming effective, unless the parties to the proceeding before the
commissioner 18department are also parties to the court proceeding or action, and except after notice
19and opportunity for hearing thereon.
AB150, s. 6755
20Section
6755. 551.62 (2) of the statutes is amended to read:
AB150,2195,721
551.62
(2) No permanent or temporary injunction, stay, restraining order or
22other order shall issue in any proceeding under s. 551.56 or 551.61 or in any other
23proceeding or action, in any court, suspending or staying any order of the
24commissioner department or having the effect of delaying or preventing any such
25order from becoming effective, unless an undertaking is entered into on the part of
1the petitioner or plaintiff, with a surety and in the sum the court or the presiding
2judge thereof directs or approves to the effect that the petitioner or plaintiff will pay
3all damages which any party sustains by the suspension or stay of the order or the
4delay or prevention of the order from becoming effective, and to such other effect as
5the court or judge directs, and no order or judgment in any proceeding or action shall
6be stayed on appeal therefrom unless a like undertaking is entered into by the
7petitioner or plaintiff in addition to the undertaking under s. 808.07.
AB150, s. 6756
8Section
6756. 551.63 (1) of the statutes is amended to read:
AB150,2195,169
551.63
(1) The
commissioner department may make, amend and rescind any
10rules, forms and orders that are necessary to carry out this chapter, including rules
11and forms governing registration statements, applications and reports, and defining
12any terms, whether or not used in this chapter, insofar as the definitions are not
13inconsistent with this chapter. For the purpose of rules and forms, the
commissioner 14department may classify securities, persons and matters within the
commissioner's 15department's jurisdiction, and prescribe different requirements for different classes.
16Rules shall be made and published in accordance with ch. 227.
AB150, s. 6757
17Section
6757. 551.63 (2) of the statutes is amended to read:
AB150,2195,2418
551.63
(2) No rule, form or order may be made, amended or rescinded unless
19the
commissioner department finds that the action is necessary or appropriate in the
20public interest and for the protection of investors. In prescribing rules and forms the
21commissioner department may cooperate with the securities administrators of other
22states and the securities and exchange commission with a view to achieving
23maximum uniformity in the form and content of registration statements,
24applications and reports wherever practicable.
AB150, s. 6758
25Section
6758. 551.63 (3) of the statutes is amended to read:
AB150,2196,7
1551.63
(3) The
commissioner
department may by rule or order prescribe the
2form and content of financial statements required under this chapter, the
3circumstances under which consolidated financial statements shall be filed, and
4whether any required financial statements shall be certified by independent or
5certified public accountants. All financial statements shall be prepared in
6accordance with generally accepted accounting practices unless otherwise permitted
7by rule or order.
AB150, s. 6759
8Section
6759. 551.63 (4) of the statutes is amended to read:
AB150,2196,129
551.63
(4) No provision of this chapter imposing any liability applies to any act
10done or omitted in good faith in conformity with any rule, form or order of the
11commissioner department, notwithstanding that the rule, form or order may later
12be amended or rescinded or be determined to be invalid for any reason.
AB150, s. 6760
13Section
6760. 551.64 (1) of the statutes is amended to read:
AB150,2196,1614
551.64
(1) A document is filed when it is received by the
commissioner 15department or, if authorized under s. 551.32 (1) (a), an organization designated by
16the
commissioner department.
AB150, s. 6761
17Section
6761. 551.64 (2) of the statutes is amended to read:
AB150,2196,2218
551.64
(2) The
commissioner department shall keep a register of all licenses
19and registration statements which are or have ever been effective under this chapter
20and predecessor laws and all denial, suspension or revocation orders which have
21been entered under this chapter and predecessor laws. The register shall be open
22for public inspection.
AB150, s. 6762
23Section
6762. 551.64 (3) of the statutes is amended to read:
AB150,2197,3
1551.64
(3) The information contained in or filed with any registration
2statement, application or report shall be made available to the public in accordance
3with rules adopted by the
commissioner department.
AB150, s. 6763
4Section
6763. 551.64 (4) of the statutes is amended to read:
AB150,2197,105
551.64
(4) The
commissioner department upon request shall furnish to any
6person at a reasonable charge photostatic or other copies, certified
under the
7commissioner's seal of office, by the department if certification is requested, of any
8entry in the register or any order or other document on file
in the commissioner's
9office with the department. Any copy so certified is admissible in evidence under s.
10889.18.
AB150, s. 6764
11Section
6764. 551.64 (5) of the statutes is amended to read:
AB150,2197,1312
551.64
(5) The
commissioner department may honor requests from interested
13persons for interpretative opinions.
AB150, s. 6765
14Section
6765. 551.65 (1) of the statutes is amended to read:
AB150,2198,915
551.65
(1) Every applicant for license or registration under this chapter and
16every issuer which proposes to offer a security in this state through any person acting
17as agent shall file with the
commissioner department or, if applying for a license,
18with the organization designated by the
commissioner
department under s. 551.32
19(1) (a), an irrevocable consent appointing the
commissioner or the commissioner's
20successor in office department to be his or her attorney to receive service of any lawful
21process in any noncriminal suit, action or proceeding against him or her or a
22successor, executor or administrator which arises under this chapter or any rule or
23order under this chapter after the consent has been filed, with the same validity as
24if served personally on the person filing the consent. The consent shall be in the form
25the
commissioner department by rule prescribes. The consent need not be filed by
1a person who has filed a consent in connection with a previous registration or license
2which is then in effect. Service may be made by leaving a copy of the process
in at 3the office of the
commissioner department, but it is not effective unless the plaintiff,
4who may be the
commissioner department in a suit, action or proceeding instituted
5by the
commissioner department, promptly sends notice of the service and a copy of
6the process by registered or certified mail to the defendant or respondent at the
7person's last address on file with the
commissioner
department, and the plaintiff's
8affidavit of compliance with this subsection is filed in the case on or before the return
9day of the process, or within such time as the court allows.
AB150, s. 6766
10Section
6766. 551.65 (2) of the statutes is amended to read:
AB150,2199,311
551.65
(2) When any person, including any nonresident of this state, engages
12in conduct prohibited or made actionable by this chapter or any rule or order under
13this chapter, and the person has not filed a consent to service of process under sub.
14(1) and personal jurisdiction over the person cannot otherwise be obtained in this
15state, that conduct shall be considered equivalent to the person's appointment of the
16commissioner department to be his or her attorney to receive service of any lawful
17process in any noncriminal suit, action or proceeding against the person or the
18person's successor, executor or administrator which arises out of that conduct and
19which is brought under this chapter or any rule or order under this chapter, with the
20same validity as if served on him or her personally. Service may be made by leaving
21a copy of the process
in at the office of the
commissioner department, but it is not
22effective unless the plaintiff, who may be the
commissioner department in a suit,
23action or proceeding instituted by the
commissioner
department, promptly sends
24notice of the service and a copy of the process by registered or certified mail to the
25defendant or respondent at the person's last-known address or takes other steps
1which are reasonably calculated to give actual notice; and the plaintiff's affidavit of
2compliance with this subsection is filed in the case on or before the return day of the
3process or within such time as the court allows.