AB350,9,1917 c. The identity of the executive officers, directors, managing members, and
18other persons occupying a similar status or performing similar functions in the name
19of and on behalf of the issuer, including their titles and their prior experience.
AB350,9,2420 d. The terms and conditions of the securities being offered and of any
21outstanding securities of the company, the minimum and maximum amount of
22securities being offered, if any, and either the percentage ownership of the company
23represented by the offered securities or the valuation of the company implied by the
24price of the offered securities.
AB350,10,5
1e. The identity of any person who has been or will be retained by the issuer to
2assist the issuer in conducting the offering and sale of the securities, including any
3Internet site operator but excluding persons acting solely as accountants or
4attorneys and employees whose primary job responsibilities involve the operating
5business of the issuer rather than assisting the issuer in raising capital.
AB350,10,76 f. For each person identified as required under subd. 2. e., a description of the
7consideration being paid to the person for such assistance.
AB350,10,98 g. A description of any litigation or legal proceedings involving the company or
9its management.
AB350,10,1210 h. The names and addresses, including the Uniform Resource Locator, of each
11Internet site that will be used by the issuer to offer or sell securities under this
12subsection.
AB350,10,1613 i. Any additional information material to the offering, including, if appropriate,
14a discussion of significant factors that make the offering speculative or risky. This
15discussion shall be concise and organized logically and may not be limited to risks
16that could apply to any issuer or any offering.
AB350,10,2417 3. An escrow agreement with a bank, savings bank, savings and loan
18association, or credit union chartered under the laws of this state in which the
19investor funds will be deposited, providing that all offering proceeds will be released
20to the issuer only when the aggregate capital raised from all investors is equal to or
21greater than the minimum target offering amount specified in the business plan as
22necessary to implement the business plan and that all investors may cancel their
23commitments to invest if that target offering amount is not raised by the time stated
24in the disclosure document.
AB350,11,6
1(g) The issuer is not, either before or as a result of the offering, an investment
2company, as defined in section 3 of the Investment Company Act of 1940 (15 USC
380a-3
), or an entity that would be an investment company but for the exclusions
4provided in section 3 (c) of the Investment Company Act of 1940 (15 USC 80a-3 (c)),
5or subject to the reporting requirements of section 13 or 15 (d) of the Securities
6Exchange Act of 1934 (15 USC 78m or 78o (d)).
AB350,11,117 (h) The issuer informs all prospective purchasers of securities offered under
8this subsection that the securities have not been registered under federal or state
9securities law and that the securities are subject to limitations on resale. The issuer
10shall display the following legend conspicuously on the cover page of the disclosure
11document:
AB350,12,312 IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON
13THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE
14OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE
15SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
16STATE SECURITIES COMMISSION OR DIVISION OR OTHER REGULATORY
17AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
18CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
19DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
20OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
21TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
22RESOLD EXCEPT AS PERMITTED BY SUBSECTION (e) OF SEC RULE 147 (17
23CFR 230.147
(e)) AS PROMULGATED UNDER THE SECURITIES ACT OF 1933,
24AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS,
25PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS

1SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
2FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
3TIME.
AB350,12,54 (i) The issuer requires each purchaser to certify in writing or electronically as
5follows:
AB350,12,66 I UNDERSTAND AND ACKNOWLEDGE THAT:
AB350,12,87 I am investing in a high-risk, speculative business venture. I may lose all of
8my investment, and I can afford the loss of my investment.
AB350,12,129 This offering has not been reviewed or approved by any state or federal
10securities commission or division or other regulatory authority and that no such
11person or authority has confirmed the accuracy or determined the adequacy of any
12disclosure made to me relating to this offering.
AB350,12,1613 The securities I am acquiring in this offering are illiquid, that there is no ready
14market for the sale of such securities, that it may be difficult or impossible for me to
15sell or otherwise dispose of this investment, and that, accordingly, I may be required
16to hold this investment indefinitely.
AB350,12,1917 I may be subject to tax on my share of the taxable income and losses of the
18company, whether or not I have sold or otherwise disposed of my investment or
19received any dividends or other distributions from the company.
AB350,12,2020 .... (Signature)
AB350,12,2321 (j) The issuer obtains from each purchaser of a security offered under this
22subsection evidence that the purchaser is a resident of this state and, if applicable,
23is an accredited investor.
AB350,13,224 (k) All payments for purchase of securities offered under this subsection are
25directed to and held by the financial institution specified in par. (f) 3. The bank or

1depository institution shall notify the administrator of the receipt of payments for
2securities. This information shall be confidential as provided in s. 551.607 (2) (g).
AB350,13,63 (L) The issuer of securities offered under this subsection provides a copy of the
4disclosure document provided to the administrator under par. (f) 2. to each
5prospective investor at the time the offer of securities is made to the prospective
6investor.
AB350,13,97 (m) No offer or sale of a different class or series of security has been made by
8the issuer in reliance on the exemption under this subsection or sub. (27) during the
9immediately preceding 12-month period.
AB350,9 10Section 9. 551.202 (27) of the statutes is created to read:
AB350,13,1211 551.202 (27) An offer or sale of a security by an issuer if the offer or sale is
12conducted in accordance with all of the following requirements:
AB350,13,1413 (a) The issuer of the security is a business entity organized under the laws of
14this state and authorized to do business in this state.
AB350,13,1715 (b) The transaction meets the requirements of the federal exemption for
16intrastate offerings in section 3 (a) (11) of the Securities Act of 1933 (15 USC 77c (a)
17(11)) and Rule 147 adopted under the Securities Act of 1933 (17 CFR 230.147).
AB350,13,2118 (c) 1. Except as provided in subd. 2., the sum of all cash and other consideration
19to be received for all sales of the security in reliance on the exemption under this
20subsection, excluding sales to any accredited investor or institutional investor, does
21not exceed the following amount:
AB350,14,322 a. If the issuer has not undergone and made available to each prospective
23investor and the administrator the documentation resulting from a financial audit
24of its most recently completed fiscal year which complies with generally accepted
25accounting principles, $1,000,000 subject to adjustment under s. 551.206, less the

1aggregate amount received for all sales of securities by the issuer within the 12
2months before the first offer or sale made in reliance on the exemption under this
3subsection.
AB350,14,94 b. If the issuer has undergone and made available to each prospective investor
5and the administrator the documentation resulting from a financial audit of its most
6recently completed fiscal year which complies with generally accepted accounting
7principles, $2,000,000 subject to adjustment under s. 551.206, less the aggregate
8amount received for all sales of securities by the issuer within the 12 months before
9the first offer or sale made in reliance on the exemption under this subsection.
AB350,14,1410 2. An offer or sale to an officer, director, partner, trustee, or individual
11occupying similar status or performing similar functions with respect to the issuer
12or to a person owning 10 percent or more of the outstanding shares of any class or
13classes of securities of the issuer does not count toward the monetary limitation in
14subd. 1. a. and 1. b.
AB350,14,1615 (d) The issuer does not accept more than $5,000 from any single purchaser
16unless the purchaser is an accredited investor.
AB350,14,1917 (e) No commission or other remuneration is paid or given, directly or indirectly,
18for any person's participation in the offer or sale of securities for the issuer unless the
19person is registered as a broker-dealer or agent under this chapter.
AB350,14,2120 (f) No general solicitation or general advertising is made in connection with the
21offer to sell or sale of the securities unless it has been permitted by the administrator.
AB350,14,2422 (g) All funds received from investors are deposited into a bank, savings bank,
23savings and loan association, or credit union chartered under the laws of this state,
24and all the funds are used in accordance with representations made to investors.
AB350,15,6
1(h) Before the 100th sale of the security, the issuer provides a notice to the
2administrator in writing or in electronic form, accompanied by the filing fee specified
3in s. 551.614 (1m). The administrator shall prescribe the form required for the notice
4and make the form available as an electronic document on the department of
5financial institutions Internet site. Notwithstanding s. 551.204 (1) and (3), the
6notice shall be limited to all of the following:
AB350,15,87 1. Stating that the issuer is conducting an offering in reliance on the exemption
8under this subsection.
AB350,15,99 2. Identifying the names and addresses of all of the following persons:
AB350,15,1010 a. The issuer.
AB350,15,1211 b. All persons who will be involved in the offer or sale of securities on behalf of
12the issuer.
AB350,15,1413 c. The bank, savings bank, savings and loan association, or credit union in
14which investor funds will be deposited.
AB350,15,1815 (i) The issuer is not, either before or as a result of the offering, an investment
16company, as defined in section 3 of the Investment Company Act of 1940 (15 USC
1780a-3
), or subject to the reporting requirements of section 13 or 15 (d) of the
18Securities Exchange Act of 1934 (15 USC 78m or 78o (d)).
AB350,15,2119 (j) The issuer informs all purchasers that the securities have not been
20registered under this chapter and makes the disclosures required under subsection
21(f) of Rule 147 adopted under the Securities Act of 1933 (17 CFR 230.147 (f)).
AB350,15,2422 (k) No offer or sale of a different class or series of security has been made by
23the issuer in reliance on the exemption under this subsection or sub. (26) during the
24immediately preceding 12-month period.
AB350,10 25Section 10. 551.205 of the statutes is created to read:
AB350,16,4
1551.205 Additional provisions related to crowdfunding exemption for
2intrastate offerings through Internet sites.
(1) All of the following
3requirements apply to an offer or sale of securities pursuant to the exemption under
4s. 551.202 (26):
AB350,16,75 (a) Prior to any offer or sale of securities, the issuer shall provide to the Internet
6site operator evidence that the issuer is organized under the laws of this state and
7is authorized to do business in this state.
AB350,16,118 (b) 1. The Internet site operator shall register with the division by filing a
9statement, which the administrator shall make available as an electronic document
10on the department of financial institutions Internet site, accompanied by the filing
11fee specified in s. 551.614 (1m), that includes all of the following:
AB350,16,1312 a. That the Internet site operator is a business entity organized under the laws
13of this state and authorized to do business in this state.
AB350,16,1514 b. That the Internet site is being utilized to offer and sell securities pursuant
15to the exemption under s. 551.202 (26).
AB350,16,1716 c. The identity and location of, and contact information for, the Internet site
17operator.
AB350,16,1918 d. Except as provided in subd. 2., that the Internet site operator is registered
19as a broker-dealer under s. 551.401.
AB350,16,2220 2. The Internet site operator is not required to register as a broker-dealer
21under s. 551.401 if all of the following apply with respect to the Internet site and its
22operator:
AB350,16,2323 a. It does not offer investment advice or recommendations.
AB350,16,2524 b. It does not solicit purchases, sales, or offers to buy the securities offered or
25displayed on the Internet site.
AB350,17,3
1c. It does not compensate employees, agents, or other persons for the
2solicitation or based on the sale of securities displayed or referenced on the Internet
3site.
AB350,17,54 d. It is not compensated based on the amount of securities sold, and it does not
5hold, manage, possess, or otherwise handle investor funds or securities.
AB350,17,96 e. The fee it charges an issuer for an offering of securities on the Internet site
7is a fixed amount for each offering, a variable amount based on the length of time that
8the securities are offered on the Internet site, or a combination of such fixed and
9variable amounts.
AB350,17,1110 f. It does not identify, promote, or otherwise refer to any individual security
11offered on the Internet site in any advertising for the Internet site.
AB350,17,1312 g. It does not engage in such other activities as the division, by rule, determines
13are prohibited of such an Internet site.
AB350,17,1614 3. If any change occurs in the information that an Internet site operator
15submits to the division in a statement filed under subd. 1., the Internet site operator
16shall notify the division within 30 days after the change occurs.
AB350,17,2017 (c) The issuer and the Internet site operator shall maintain records of all offers
18and sales of securities effected through the Internet site and shall provide ready
19access to the records to the division, upon request. The division may access, inspect,
20and review any Internet site registered under this subsection as well as its records.
AB350,18,5 21(2) An issuer of a security, the offer and sale of which is exempt under s. 551.202
22(26), shall provide, free of charge, a quarterly report to the issuer's investors until no
23securities issued under s. 551.202 (26) are outstanding. An issuer may satisfy the
24reporting requirement of this subsection by making the information available on an
25Internet site if the information is made available within 45 days after the end of each

1fiscal quarter and remains available until the succeeding quarterly report is issued.
2An issuer shall file each quarterly report under this subsection with the division and,
3if the quarterly report is made available on an Internet site, the issuer shall also
4provide a written copy of the report to any investor upon request. The report shall
5contain all of the following:
AB350,18,96 (a) Compensation received by each director and executive officer, including
7cash compensation earned since the previous report and on an annual basis and any
8bonuses, stock options, other rights to receive securities of the issuer or any affiliate
9of the issuer, or other compensation received.
AB350,18,1110 (b) An analysis by management of the issuer of the business operations and
11financial condition of the issuer.
AB350,11 12Section 11. 551.206 of the statutes is created to read:
AB350,18,19 13551.206 Adjustments. At 5-year intervals after January 1, 2014, the division
14shall adjust the monetary amounts specified in s. 551.202 (26) (c) 1. a. and 1. b. and
15(27) (c) 1. a. and 1. b. to reflect changes since January 1, 2014, in the consumer price
16index for all urban consumers, Milwaukee-Racine area average, as determined by
17the U.S. department of labor. Each adjustment shall be rounded to the nearest
18multiple of $50,000. Each adjustment under this section shall be published on the
19department of financial institutions Internet site.
AB350,12 20Section 12. 551.401 (1) of the statutes is amended to read:
AB350,18,2421 551.401 (1) Registration requirement. It is unlawful for a person to transact
22business in this state as a broker-dealer unless the person is registered under this
23chapter as a broker-dealer or is exempt from registration as a broker-dealer under
24sub. (2) or (4) or s. 551.205 (1) (b) 2.
AB350,13 25Section 13. 551.402 (2) (b) of the statutes is amended to read:
AB350,19,2
1551.402 (2) (b) An individual who represents a broker-dealer that is exempt
2under s. 551.205 (1) (b) 2. or 551.401 (2) or (4).
AB350,14 3Section 14. 551.402 (2) (f) of the statutes is amended to read:
AB350,19,94 551.402 (2) (f) An individual who represents a broker-dealer registered in this
5state under s. 551.401 (1) or exempt from registration under s. 551.205 (1) (b) 2. or
6551.401 (2) in the offer and sale of securities for an account of a nonaffiliated federal
7covered investment adviser with investments under management in excess of
8$100,000,000 acting for the account of others pursuant to discretionary authority in
9a signed record.
AB350,15 10Section 15. 551.607 (2) (g) of the statutes is created to read:
AB350,19,1411 551.607 (2) (g) Any information or record received under s. 551.202 (26) (k)
12relating to payments for securities, the copy of the disclosure statement provided to
13the administrator under s. 551.202 (26) (f) 2., and any information or record obtained
14by the division under s. 551.205 (1) (c).
AB350,16 15Section 16. 551.614 (1m) of the statutes is created to read:
AB350,19,2016 551.614 (1m) Filing fees relating to certain registration exemptions. There
17shall be a nonrefundable filing fee of $50 for every notice of claim of exemption filed
18under s. 551.202 (26) (f) 1., a nonrefundable filing fee of $50 for every notice provided
19under s. 551.202 (27) (h), and a nonrefundable filing fee of $100 for every statement
20filed under s. 551.205 (1) (b) 1.
AB350,17 21Section 17. 552.01 (6) (c) of the statutes is amended to read:
AB350,19,2522 552.01 (6) (c) Whose equity securities of any class are or have been registered
23under ch. 551 or predecessor laws, or are registered under section 12 of the securities
24exchange act of 1934 or which is an entity identified in s. 551.201 (3) (a), (b), or (c);
25and
AB350,18
1Section 18. Initial applicability.
AB350,20,32 (1) This act first applies to securities offered or sold on the effective date of this
3subsection.
AB350,20,44 (End)
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