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)).
551.102(4)(d) (d) An international banking institution.
551.102(4)(dm) (dm) The investment board.
551.102(4)(e) (e) A person excluded by rule adopted or order issued under this chapter.
551.102(4m) (4m)“Certified investor" means an individual who is a resident of this state and who, at the time of an offer or sale of securities, satisfies any of the following:
551.102(4m)(a) (a) Has an individual net worth, or joint net worth with the individual's spouse, of at least $750,000. For purposes of calculating net worth under this paragraph, the individual's primary residence shall be included as an asset and indebtedness secured by the primary residence shall be included as a liability.
551.102(4m)(b) (b) Had an individual income in excess of $100,000 in each of the two most recent years or joint income with the individual's spouse in excess of $150,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.
551.102(5) (5)“Depository institution" means any of the following:
551.102(5)(a) (a) A bank.
551.102(5)(b) (b) A savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law. The term does not include any of the following:
551.102(5)(b)1. 1. An insurance company or other organization primarily engaged in the business of insurance.
551.102(5)(b)2. 2. A Morris Plan bank.
551.102(5)(b)3. 3. An industrial loan company.
551.102(5m) (5m)“Division of securities" or “division" means the division of securities in the department of financial institutions.
551.102(6) (6)“Federal covered investment adviser" means a person registered under the Investment Advisers Act of 1940.
551.102(7) (7)“Federal covered security" means a security that is, or upon completion of a transaction will be, a covered security under section 18 (b) of the Securities Act of 1933 (15 USC 77r (b)) or rules or regulations adopted pursuant to that provision.
551.102(8) (8)“Filing" means the receipt under this chapter of a record by the administrator or a designee of the administrator.
551.102(8m) (8m)“Financial institution holding company" means a bank holding company, as defined in 12 USC 1841 (a), or a savings and loan holding company, as defined in 12 USC 1467a (a) (1) (D).
551.102(9) (9)“Fraud," “deceit," and “defraud" are not limited to common law deceit.
551.102(9m) (9m)“Funding portal" has the meaning given in section 3 (a) (80) of the Securities Exchange Act of 1934 (15 USC 78c (a) (80)).
551.102(10) (10)“Guaranteed" means guaranteed as to payment of all principal and all interest.
551.102(11) (11)“Institutional investor" means any of the following, whether acting for itself or for others in a fiduciary capacity:
551.102(11)(a) (a) A depository institution or international banking institution.
551.102(11)(b) (b) An insurance company.
551.102(11)(c) (c) A separate account of an insurance company.
551.102(11)(d) (d) An investment company as defined in the Investment Company Act of 1940.
551.102(11)(e) (e) A broker-dealer registered under the Securities Exchange Act of 1934.
551.102(11)(f) (f) An employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of $10,000,000 or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this chapter, a depository institution, or an insurance company.
551.102(11)(g) (g) A plan established and maintained by a state, a political subdivision of a state, or an agency or instrumentality of a state or a political subdivision of a state for the benefit of its employees, if the plan has total assets in excess of $10,000,000 or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this chapter, a depository institution, or an insurance company. For purposes of this paragraph, “political subdivision of a state" does not include a school district.
551.102(11)(h) (h) A trust, if it has total assets in excess of $10,000,000, its trustee is a depository institution, and its participants are exclusively plans of the types identified in par. (f) or (g), regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans.
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2017-18 Wisconsin Statutes updated through 2019 Wis. Act 186 and through all Supreme Court and Controlled Substances Board Orders filed before and in effect on December 1, 2020. Published and certified under s. 35.18. Changes effective after December 1, 2020, are designated by NOTES. (Published 12-1-20)