CHAPTER 551
WISCONSIN UNIFORM SECURITIES LAW
SUBCHAPTER I
GENERAL PROVISIONS
551.101   Short title.
551.102   Definitions.
551.103   References to federal statutes.
551.104   References to federal agencies.
551.105   Electronic records and signatures.
SUBCHAPTER II
EXEMPTIONS FROM REGISTRATION
OF SECURITIES
551.201   Exempt securities.
551.202   Exempt transactions.
551.203   Additional exemptions and waivers.
551.204   Denial, suspension, revocation, condition, or limitation of exemptions; burden of proof; additional information.
551.205   Additional provisions related to crowdfunding exemption for intrastate offerings through Internet sites.
551.206   Adjustments.
SUBCHAPTER III
REGISTRATION OF SECURITIES AND NOTICE FILING OF FEDERAL COVERED SECURITIES
551.301   Securities registration requirement.
551.302   Notice filing.
551.303   Securities registration by coordination.
551.304   Securities registration by qualification.
551.305   Securities registration filings.
551.306   Denial, suspension, and revocation of securities registration.
551.307   Waiver and modification.
SUBCHAPTER IV
BROKER-DEALERS, AGENTS,
INVESTMENT ADVISERS, INVESTMENT
ADVISER REPRESENTATIVES, AND
FEDERAL COVERED INVESTMENT ADVISERS
551.401   Broker-dealer registration requirement and exemptions.
551.402   Agent registration requirement and exemptions.
551.403   Investment adviser registration requirement and exemptions.
551.404   Investment adviser representative registration requirement and exemptions.
551.405   Federal covered investment adviser notice filing requirement.
551.406   Registration by broker-dealer, agent, investment adviser, and investment adviser representative.
551.407   Succession and change in registration of broker-dealer or investment adviser.
551.408   Termination of employment or association of agent and investment adviser representative and transfer of employment or association.
551.409   Withdrawal of registration of broker-dealer, agent, investment adviser, and investment adviser representative.
551.411   Postregistration requirements.
551.412   Denial, revocation, suspension, censure, withdrawal, restriction, condition, or limitation of registration.
SUBCHAPTER V
FRAUD AND LIABILITIES
551.501   General fraud.
551.502   Prohibited conduct in providing investment advice.
551.503   Evidentiary burden.
551.504   Filing of sales and advertising literature.
551.505   Misleading filings.
551.506   Misrepresentations concerning registration or exemption.
551.507   Qualified immunity.
551.508   Criminal penalties.
551.509   Civil liability.
551.511   Rescission offers.
SUBCHAPTER VI
ADMINISTRATION AND JUDICIAL
REVIEW
551.601   Administration.
551.602   Investigations and subpoenas.
551.603   Civil enforcement.
551.604   Administrative enforcement.
551.605   Rules, forms, orders, interpretative opinions, and hearings.
551.606   Administrative files and opinions.
551.607   Public records; confidentiality.
551.608   Uniformity and cooperation with other agencies.
551.609   Judicial review.
551.611   Service of process.
551.613   Jurisdiction.
551.614   Fees and expenses.
551.615   Statutory policy.
SUBCHAPTER VII
TRANSITION
551.701   Effective date.
551.703   Application of act to existing proceeding and existing rights and duties.
Ch. 551 Cross-reference Cross-reference: See also DFI-Sec, Wis. adm. code.
subch. I of ch. 551 SUBCHAPTER I
GENERAL PROVISIONS
551.101 551.101 Short title. This chapter shall be known and may be cited as the “Wisconsin Uniform Securities Law."
551.101 History History: 2007 a. 196.
551.101 Annotation Regulating Wisconsin-based Businesses: The Wisconsin Uniform Securities Act. Fallone. Wis. Law. Oct. 2009.
551.102 551.102 Definitions. In this chapter, unless the context otherwise requires:
551.102(1m) (1m)“Administrator" means the administrator of the division of securities in the department of financial institutions.
551.102(2) (2)“Agent" means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer in effecting or attempting to effect purchases or sales of the issuer's securities. But a partner, officer, or director of a broker-dealer or issuer, or an individual having a similar status or performing similar functions, is an agent only if the individual otherwise comes within the term. The term does not include an individual excluded by rule adopted or order issued under this chapter.
551.102(3) (3)“Bank" means any of the following:
551.102(3)(a) (a) A banking institution organized under the laws of the United States.
551.102(3)(b) (b) A member bank of the Federal Reserve System.
551.102(3)(c) (c) Any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the Comptroller of the Currency pursuant to section 1 of Public Law 87-722 (12 USC 92a), and which is supervised and examined by a state or federal agency having supervision over banks, and which is not operated for the purpose of evading this chapter.
551.102(3)(d) (d) A receiver, conservator, or other liquidating agent of any institution or firm included in par. (a), (b), or (c).
551.102(4) (4)“Broker-dealer" means a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. The term does not include any of the following:
551.102(4)(a) (a) An agent.
551.102(4)(b) (b) An issuer.
551.102(4)(c) (c) A bank or savings institution if its activities as a broker-dealer are limited to those specified in sections 3 (a) (4) and 3 (a) (5) of the Securities Exchange Act of 1934 (15 USC 78c (a) (4) and (5)), or a bank that satisfies the conditions specified in section 3 (a) (4) (E) of the Securities Exchange Act of 1934 (15 USC Section 78c (a) (4)).
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2021-22 Wisconsin Statutes updated through 2023 Wis. Act 93 and through all Supreme Court and Controlled Substances Board Orders filed before and in effect on March 22, 2024. Published and certified under s. 35.18. Changes effective after March 22, 2024, are designated by NOTES. (Published 3-22-24)