(4) (intro.) The division shall, in any determination he or she shall make as to whether a marketing plan or system is deemed to be “prescribed” “Prescribed in a substantial part by a franchisor,” within the meaning of as that term is used in s. 553.03 (4) (a) 1., Stats., shall include, but not be limited to, consideration of at least the following factors: (d) Whether the provisions of the agreement permitting the licensor to terminate the agreement, to buy back the distributor or license rights assigned by the agreement, or to refuse to renew the grant of such distributor or license rights are such as to operate or be exercisable substantially at the will of the licensor, or.
(5) “Published in this state” within the meaning of, as that term is used in s. 553.59 (4), Stats., may be determined by the division to include, but not be limited to, includes advertising circulated for particular regional use within this state by residents of this state although printed outside of this state and mailed to residents of this state located at a Wisconsin address. (6) The division shall, in any determination he or she shall make as to whether a marketing plan or system of a franchisee is “substantially “Substantially associated with the franchisor’s business and trademark, service mark, trade name, logotype, advertising or other commercial symbol” within the meaning of as term is used in s. 553.03 (4) (a) 2., Stats., shall include, but not be limited to, consideration of at least the following factors: (a) Whether the identification of the licensor's business, or utilization of a trademark, service mark, trade name, logotype, advertising, or other commercial symbol, is utilized either by the licensor or the licensee to enhance the chances of the licensee's success in with respect to the licensee's transactions with persons dealing in or purchasing the licensor's product or service.
(b) Whether the agreement provides for the distributor or licensee to contribute a portion of operating revenue to the licensor for advertising expense, or representations made by the licensor or agents or employees suggest payment by the licensee for advertising conducted, managed, or prescribed by the licensor.
_Hlk197693813SECTION 162. DFI-Sec 31.01 (7) is renumbered DFI-Sec 31.01 (1e), and, as renumbered, is amended to read: DFI-Sec 31.01 (1e) The division shall, in determining whether a marketing plan or system of a manufacturer, licensor or a franchisor is a “bona “Bona fide wholesale transaction” or a series thereof within the meaning of, as that term is used in s. 553.03 (5m), Stats., consider shall include consideration of at least the following factors, among others: SECTION 163. DFI-Sec 31.01 (8) is amended to read:
DFI-Sec 31.01 (8) “Timely” within the meaning of, as that term is used in s. 553.41 (4), Stats., means at least 14 calendar days prior to the execution of an agreement or the taking of consideration constituting the sale of the franchise. SECTION 164. DFI-Sec 32.03 is amended to read:
DFI-Sec 32.03 Franchisors whose franchises are exempted under s. 553.25, Stats., shall be required, as a condition of maintenance of the exemption, to notify the division in writing within 30 days after the happening occurrence of any material event or material change within the meaning of s. DFI-Sec 31.01 (2), affecting the exempted franchises or the franchisor. SECTION 165. DFI-Sec 32.05 (1) (intro.), (a) 1. and 2., (c) 1. and 2., and (d) are amended to read:
DFI-Sec 32.05 (1) (intro.) The following transactions shall be exempted from s. 553.21, Stats., pursuant Pursuant to s. 553.25, Stats. , the following transactions are exempted from s. 553.21: (a) 1. The franchisee of a governmental entity offering or selling such rights sells or offers rights to participate in such a business or a prospective business of a cable telecommunications nature; or .
2. A franchisee or prospective franchisee of a governmental entity advertises, offers to sell, or sells an interest in such franchise or prospective franchise which may consist of, but not be limited to, include access to the use of existing facilities, rights granted by the governmental entity, or rights or facilities to be acquired.
(c) 1. The franchisor of the franchise; or.
2. A bank, trust company, credit union, or savings and loan association purchasing a franchise for its own account.
(d) The offer or sale to a franchisee or prospective franchisee where the franchisee or prospective franchisee is not domiciled in this state and where the franchise business will not be operated in this state, and provided that the offer, sale, and purchase of the franchise is effected in compliance complies with any applicable franchise law of the state in which the franchise business will be operated or the franchisee is domiciled.
DFI-Sec 32.06 A notification to register a franchise shall be filed using the cover page of the 2008 Franchise Registration and Disclosure Guidelines adopted on June 6, 2008 by the North American Securities Administrators Association, together with a disclosure document prepared in conformance with those Disclosure Guidelines, and containing the information specified in s. 553.26 (1), Stats., and accompanied by the fee required in s. 553.26 (1) 553.72 (1), Stats. SECTION 167. DFI-Sec 32.09 is amended to read:
DFI-Sec 32.09 In lieu of the imposition of an escrow condition under s. 553.27 (2), Stats., and s. DFI-Sec 32.08, a franchisor may post a surety bond in an amount as shall be required by the division. The bond shall be issued by a corporate surety authorized to transact business in the state of Wisconsin, conditioned upon the completion by the franchisor of its obligations under the franchise contract to provide real estate, improvements, equipment, inventory, training, or other items included in the offering. SECTION 168. DFI-Sec 34.01 is amended to read:
DFI-Sec 34.01 A seller of franchises exempt from registration under s. 553.23 or 553.25, Stats., or registered under s. 553.21, Stats., or any person who is an officer, director, or controlling person of the seller is deemed to employ a “fraudulent and prohibited practice" within the meaning of , as that term is used in s. 553.41, Stats., and a “false, fraudulent and deceptive practice" within the meaning of , as that term is used in s. 553.58 (1), Stats., if the person applies or authorizes or causes to be applied any material part of the proceeds from the sale of the franchises in any material way contrary to the purpose specified in advertising or oral representations utilized used in connection with the offer to sell or sale of the franchise or in the prospectus required to be utilized used in connection with the offer to sell or sale of franchises registered under s. 553.21, Stats., and, in any event, for a purpose not reasonably related to the business of the franchisor, as described in the advertising, oral representations, prospectus, or any contract related to the offer or sale of the franchise. _Hlk198564541SECTION 169. DFI-Sec 35.01 (1) (intro.) is created to read: DFI-Sec 35.01 (1) (intro.) Applications for any of the following:
SECTION 170. DFI-Sec 35.01 (1) (a) to (d) are amended to read
DFI-Sec 35.01 (1) (a) Application for An order of exemption under s. 553.25, Stats. $200. (b) Application for An opinion confirming a registration exemption or an exclusion from a definition $500.
(c) Application for issuance Issuance of an interpretive opinion under ch. 553, Stats. $500. (d) Application for An amendment of a registration statement under s. 553.31, Stats. $200. DFI-Sec 35.01 (3) Issuance of a certificate under s. 553.75 (4), Stats., relating to the existence or non-existence of documents or entries on file or contained in the records of the division’s office, $50.00 plus $1 per page for copies included with the certificate. _Hlk198564606SECTION 172. DFI-Sec 35.01 (2) and (5) (3) is repealed. SECTION 173. DFI-Sec 35.04 is repealed.
Leslie Van Buskirk
Administrator, Division of Securities
Wisconsin Department of Financial Institutions
PO Box 8861
Madison, WI 53708-8861
Department Head or Authorized Signature
Date Submitted
