AB650: Bill Text

Exemptions from securities registration requirements and licensing requirements for securities broker-dealers and securities agents

Under current law, a person may not offer or sell any security in this state unless a registration statement relating to the security is filed with the division of securities in DFI (division) or unless the security is exempt from state registration requirements under federal law. However, current law exempts certain types of securities and transactions from this registration requirement. For example, an offer or sale of a security currently is exempt from registration if the offer or sale is made to an individual who qualifies as an accredited investor under the rules of the division, as long as the issuer of the security reasonably believes that the accredited investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment. In addition, with certain exceptions, an offer or sale of a security by the issuer of that security is exempt from registration if the issuer has its principal office in this state and if, among other things, not more than 15 persons will hold all of the securities after the sale. Also, under current law, any transaction that is entered into pursuant to an offer made to not more than ten persons in this state during any period of 12 consecutive months is exempt from registration, if certain other requirements are satisfied.

This bill expands these exemptions from registration. Under this bill, an offer or sale of a security to an accredited investor is exempt from registration if the individual or person receiving the offer or making the purchase qualifies as an accredited investor under certain federal rules. These federal rules define "accredited investor" to include, among other things, certain financial entities, such as banking institutions, and individuals who have a net worth of greater than $1,000,000 or who have had an income of greater than $200,000 in the two most recent years. The bill also repeals the requirement that the issuer reasonably believe the accredited investor has a specified level of knowledge and experience in financial and business matters. In addition, under this bill, an offer or sale of a security by the issuer of that security generally is exempt from registration if the issuer has its principal office in this state and if, among other things, not more than 25 persons will hold all of the issuer's securities after the sale. Also, under this bill, any transaction that is entered into pursuant to an offer made to not more than 25 persons in this state during any period of 12 consecutive months generally is exempt from registration, if the other requirements under current law are satisfied.

Currently, in order to transact business as a securities broker-dealer or securities agent in this state, a person must obtain a license from the division, unless the person is exempt from the licensing requirement. Current law exempts persons who give certain group presentations relating to securities, persons who engage exclusively in transactions on account of or with certain financial and governmental entities, and certain persons who are exempt from state licensing requirements under federal law.

This bill creates an additional exemption from this licensing requirement. This bill exempts any securities agent who is acting exclusively on behalf of an issuer of securities (as opposed to acting on behalf of a securities broker-dealer) and who makes offers and sales of the issuer's securities in transactions that are exempt from registration under the rules of the division that specifically exempt transactions involving accredited investors or to persons who qualify as accredited investors under certain federal rules.

For further information see the state fiscal estimate, which will be printed as an appendix to this bill.

The people of the state of Wisconsin, represented in senate and assembly, do enact as follows:

AB650, s. 1 Section 1. 71.80 (21) of the statutes is created to read:

AB650,8,6 71.80 (21) Business entity conversion. Notwithstanding any provision of ss. 179.76, 180.1161, 181.1161, and 183.1207, the conversion of a business entity to another form of business entity under s. 179.76, 180.1161, 181.1161, or 183.1207 shall be treated for state tax purposes in the same manner as the conversion is treated for federal tax purposes.

AB650, s. 2 Section 2. 71.80 (22) of the statutes is created to read:

AB650,8,12 71.80 (22) Business entity merger. Notwithstanding any provision of ss. 179.77, 180.1101, 180.1104, 181.1101, 181.1104, and 183.1201, the merger of a business entity with one or more business entities under s. 179.77, 180.1101, 180.1104, 181.1101, 181.1104, or 183.1201 shall be treated for state tax purposes in the same manner as the merger is treated for federal tax purposes.

AB650, s. 3 Section 3. 73.03 (58) of the statutes is created to read:

AB650,9,2 73.03 (58) (a) Notwithstanding any provision of ss. 179.76, 180.1161, 181.1161, and 183.1207, to treat, for state tax purposes, the conversion of a business entity to another form of business entity under s. 179.76, 180.1161, 181.1161, or 183.1207 in the same manner as the conversion is treated for federal tax purposes.

AB650,9,7 (b) Notwithstanding any provision of ss. 179.77, 180.1101, 180.1104, 181.1101, 181.1104, and 183.1201, to treat, for state tax purposes, the merger of a business entity with one or more business entities under s. 179.77, 180.1101, 180.1104, 181.1101, 181.1104, or 183.1201 in the same manner as the merger is treated for federal tax purposes.

AB650, s. 4 Section 4. 77.21 (1e) of the statutes is amended to read:

AB650,9,13 77.21 (1e) "Mergers of corporations" means the merger or combination of 2 one or more corporations, nonstock corporations, limited liability companies, or limited partnerships, or any combination thereof, under a plan of merger or a plan of consolidation or the combination of 2 or more limited liability companies under a plan of merger permitted by the laws that govern the entities.

AB650, s. 5 Section 5. 77.25 (6d) of the statutes is created to read:

AB650,9,16 77.25 (6d) Pursuant to partnerships registering as limited liability partnerships under s. 178.40.

AB650, s. 6 Section 6. 77.25 (6m) of the statutes is created to read:

AB650,9,21 77.25 (6m) Pursuant to the conversion of a business entity to another form of business entity under s. 179.76, 180.1161, 181.1161, or 183.1207, if, after the conversion, the ownership interests in the new entity are identical with the ownership interests in the original entity immediately preceding the conversion.

AB650, s. 7 Section 7. 77.61 (15) of the statutes is created to read:

AB650,9,25 77.61 (15) Notwithstanding any provision of ss. 179.76, 180.1161, 181.1161, and 183.1207, a business entity that converts to another business entity under s. 179.76, 180.1161, 181.1161, or 183.1207 shall be subject to the provisions under this subchapter applicable to liquidations, reorganizations, and business entity formations.

AB650, s. 8 Section 8. 178.43 of the statutes is renumbered 178.43 (1).

AB650, s. 9 Section 9. 178.43 (2m) and (3m) of the statutes are created to read:

AB650,10,8 178.43 (2m) The registered agent of a registered limited liability partnership or a foreign limited liability partnership may resign as registered agent by executing and filing with the department a written statement that includes all of the following information, as applicable:

AB650,10,10 (a) The name of the registered limited liability partnership or foreign registered limited liability partnership for which the registered agent is acting.

AB650,10,11 (b) The name of the registered agent.

AB650,10,13 (c) If the registered agent is acting for a registered limited liability partnership, the street address of the registered limited liability partnership.

AB650,10,17 (d) If the registered agent is acting for a foreign registered limited liability partnership, the foreign registered limited liability partnership's current registered office and the mailing address of the foreign registered limited liability partnership's current principal office.

AB650,10,18 (e) A statement that the registered agent resigns.

AB650,10,19 (f) If the registered office is also discontinued, a statement to that effect.

AB650,10,23 (3m) After the filing of a statement under sub. (2), the department shall mail a copy of the statement to the registered limited liability partnership or foreign registered limited liability partnership at the address provided under sub. (2) (c) or (d).

AB650, s. 10 Section 10. 178.46 (1) of the statutes is renumbered 178.46 (1r).

AB650, s. 11 Section 11. 178.46 (1g) of the statutes is created to read:

AB650,11,1 178.46 (1g) In this section:

AB650,11,4 (a) "Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.

AB650,11,6 (b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

AB650,11,9 (c) "Electronic signature" means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.

AB650,11,11 (d) "Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.

AB650, s. 12 Section 12. 178.46 (2) and (4) of the statutes are amended to read:

AB650,11,15 178.46 (2) The department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies satisfy sub. (1) sub. (1r) and are originally executed to satisfy sub. (3).

AB650,11,18 (4) The department may waive any of the requirements of subs. (1) to (3) subs. (1r) to (3) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.

AB650, s. 13 Section 13. 178.48 (1) (intro.) of the statutes is amended to read:

AB650,11,22 178.48 (1) (intro.) The Except as provided under sub. (4), the department shall collect the following fees when the documents described under this subsection are delivered to the department for filing:

AB650, s. 14 Section 14. 178.48 (4) of the statutes is created to read:

AB650,11,25 178.48 (4) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.

AB650, s. 15 Section 15. 178.51 (1) of the statutes is amended to read:

AB650,12,6 178.51 (1) Upon receipt of a document by the department for filing, the department shall stamp or otherwise endorse the date and time of receipt on the original document copy and, upon request, any additional document copy received. The department shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.

AB650, s. 16 Section 16. 179.03 (2) of the statutes is amended to read:

AB650,13,2 179.03 (2) The Except as otherwise provided in this subsection, the reservation shall be made by filing with the department an application executed by the applicant to reserve a specified name together with a fee of $10, or such larger amount as the department requires by rule, if the application is filed in paper format. The reservation may be made by making a telephone application to reserve a specified name. The fee for a telephone application to reserve a specified name for 60 days is $20. If the department finds that the name is available for use by a domestic limited partnership or foreign limited partnership, the department shall reserve the name for the exclusive use of the applicant for a period of 60 days. The department shall cancel the telephone application to reserve a specified name if the department does not receive the proper fee within 15 business days after the application. Once having reserved a name, the same applicant may not again reserve the same name until more than 60 days after the expiration of the last 60-day period for which that applicant reserved that name. The Except as otherwise provided in this subsection, the right to the exclusive use of a reserved name may be transferred to any other person by filing with the department, together with a fee of $10, a notice of the transfer executed by the applicant for whom the name was reserved and specifying the name and address of the transferee. The department may, by rule, specify a larger fee for filing a notice of transfer in paper format.

AB650, s. 17 Section 17. 179.04 (1) (b) of the statutes is amended to read:

AB650,13,10 179.04 (1) (b) An agent for service of process on the limited partnership, which agent must be an individual resident of this state, a domestic corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company, or a foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to do business in this state, whose business office is identical with the registered office.

AB650, s. 18 Section 18. 179.045 of the statutes is created to read:

AB650,13,14 179.045 Resignation of agent for service of process. (1) An agent for service of process may resign by executing and filing with the department a statement, in duplicate, containing all of the following information, as applicable:

AB650,13,16 (a) The name of the domestic or foreign limited partnership for which the agent is acting.

AB650,13,17 (b) The name and current street address of the agent.

AB650,13,19 (c) If the agent is acting for a domestic limited partnership, the address of the domestic limited partnership's record office.

AB650,13,21 (d) If the agent is acting for a foreign limited partnership, the address of the foreign limited partnership's office in its state of organization.

AB650,13,22 (e) A statement that the agent resigns.

AB650,13,25 (2) The department shall note on one of the duplicates filed under sub. (1) the date of filing and shall mail that duplicate to the limited partnership at the address provided under sub. (1) (c) or (d).

AB650,14,1 (3) A resignation under this section is effective on the earlier of the following:

AB650,14,2 (a) Thirty days after the date on which the statement is filed under sub. (1).

AB650,14,3 (b) The date on which the appointment of a successor agent is effective.

AB650, s. 19 Section 19. 179.11 (1) (intro.) of the statutes is amended to read:

AB650,14,9 179.11 (1) (intro.) To form a limited partnership, a certificate of limited partnership must be executed and filed with the department. The certificate shall be filed together with a fee of $70 and, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format. Each certificate shall contain all of the following information:

AB650, s. 20 Section 20. 179.12 (1) (intro.) of the statutes is amended to read:

AB650,14,16 179.12 (1) (intro.) A Except as otherwise provided in this subsection, a certificate of limited partnership is amended by filing a certificate of amendment with the department, together with a fee of $25. The department, by rule, may specify a larger fee for certificates that are filed in paper format. No fee may be collected for filing a certificate of amendment to reflect only a change in the name of a registered agent. The certificate of amendment shall specify all of the following:

AB650, s. 21 Section 21. 179.13 (intro.) of the statutes is amended to read:

AB650,14,24 179.13 Cancellation of certificate. (intro.) A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the limited partnership or at any other time that there are no limited partners. A certificate of cancellation shall be filed together with a fee of $10 with the department and, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format. Each certificate shall specify all of the following:

AB650, s. 22 Section 22. 179.14 (1) of the statutes is renumbered 179.14 (1r).

AB650, s. 23 Section 23. 179.14 (1g) of the statutes is created to read:

AB650,15,2 179.14 (1g) In this section:

AB650,15,3 (a) "Electronic" has the meaning given in s. 179.16 (1g) (b).

AB650,15,6 (b) "Electronic signature" means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.

AB650,15,8 (c) "Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.

AB650, s. 24 Section 24. 179.16 (1) of the statutes is renumbered 179.16 (1r).

AB650, s. 25 Section 25. 179.16 (1g) of the statutes is created to read:

AB650,15,11 179.16 (1g) In this section:

AB650,15,14 (a) "Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.

AB650,15,16 (b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

AB650, s. 26 Section 26. 179.185 (1) of the statutes is amended to read:

AB650,15,24 179.185 (1) A limited partnership may integrate into a single instrument the operative provisions of its certificate of limited partnership, as shown by the original certificate and amendments filed under this subchapter, and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership. The restated certificate shall be filed together with a fee of $25 with the department, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format.

AB650, s. 27 Section 27. 179.24 (1) (b) of the statutes is amended to read:

AB650,16,4 179.24 (1) (b) Withdraws from future equity participation in the enterprise by executing and filing with the department, together with a $15 filing fee, a certificate declaring withdrawal under this paragraph, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format.

AB650, s. 28 Section 28. Subchapter VIII (title) of chapter 179 [precedes 179.70] of the statutes is amended to read:

AB650,16,7 Chapter 179

AB650,16,9 Subchapter VIIi DISSOLUTION; conversion; merger

AB650, s. 29 Section 29. 179.70 of the statutes is created to read: