LRB-2205/1
ARG:kjf:jf
2011 - 2012 LEGISLATURE
August 26, 2011 - Introduced by Representatives A. Ott, Nerison, Brooks, Bernier,
Bewley, Danou, Doyle, Hebl, Hulsey, Jacque, Jorgensen, Kestell, Krug, T.
Larson, Marklein, Petrowski, Ringhand, Ripp, Rivard, Steinbrink, Tauchen,
Tranel, Vruwink, Williams
and Wynn, cosponsored by Senators Schultz,
Moulton, Erpenbach, Galloway, Taylor
and Vinehout. Referred to
Committee on Financial Institutions.
AB228,1,2 1An Act to repeal and recreate 551.201 (8) of the statutes; relating to:
2exemptions from securities registration requirements.
Analysis by the Legislative Reference Bureau
In 1969, this state enacted the Wisconsin Uniform Securities Law (WUSL),
effective January 1, 1970, based upon the Uniform Securities Act of 1956, with some
modifications. In 2008, the WUSL was recodified, effective January 1, 2009, based
on the Uniform Securities Act of 2002, with some modifications.
Under current law, a person may not offer or sell any security in this state
unless the security is registered with the Division of Securities in the Department
of Financial Institutions (division), the security or transaction is exempt from
registration, or the security is a federal covered security. Certain notice filing
requirements may apply to federal covered securities. A "security" is defined broadly
under the WUSL and includes stocks, notes, bonds, investment contracts, limited
partnership interests, and certain other financial interests.
Under current law, certain securities are exempt from registration with the
division, including: securities of the United States, a state or political subdivision
of a state, or a foreign government; securities of a federally insured financial
institution, an insurance company, a public utility, or a common carrier; securities
listed, or approved for listing, on a securities exchange; and securities of certain
religious or charitable nonprofit organizations. Another category of securities
exempt from registration is: "A member's or owner's interest in, or a retention
certificate or like security given in lieu of a cash patronage dividend issued by, a
cooperative organized and operated as a nonprofit membership cooperative under

the cooperative laws of a state, but not a member's or owner's interest, retention
certificate, or like security sold to persons other than bona fide members of the
cooperative."
This bill modifies the securities registration exemption for cooperatives by
replacing the foregoing language with the following: "Any securities of a cooperative
corporation" or unincorporated cooperative association organized under this state's
statutes. This language is similar to the language applicable prior to the 2007
recodification of the WUSL.
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:
AB228, s. 1 1Section 1. 551.201 (8) of the statutes is repealed and recreated to read:
AB228,2,32 551.201 (8) Any securities of a cooperative corporation organized under ch. 185
3or an unincorporated cooperative association organized under ch. 193.
AB228, s. 2 4Section 2. Initial applicability.
AB228,2,65 (1) This act first applies to securities offered or sold on the effective date of this
6subsection.
AB228,2,77 (End)
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