If you do not find the answer to your question on our website, please feel free to email the Division of Securities at DFISecurities@dfi.wisconsin.gov
or call at (608) 266-2139.
How can I use crowdfunding to offer securities?
As of June 1, 2014, a new law created an exemption that permits Wisconsin businesses to raise money from Wisconsin investors through internet crowdfunding sites. A business can raise up to $1 million dollars, or up to $2 million if the issuer has had an audit in its most recent fiscal year and has provided the audit to prospective investors and the Division of Securities. For additional information, including how to qualify for the exemption, go to
What is the definition of a "Wisconsin business"?
Wis. Stat. s. 551.202(26)(a)
, as revised in April 2018, the issuer of the security must be a business entity with a principal place of business in Wisconsin and that is doing business in Wisconsin. The issuer no longer needs to be organized under Wisconsin law.
Does the issuer need to use a registered broker-dealer to claim the crowdfunding exemption under
Wis. Stat. s. 551.202(26)?
No. The offer can be made exclusively through one or more Internet sites and each Internet site must be registered with the division pursuant to
Wis. Stat. s. 551.205
. The Internet site is not required to be a registered broker-dealer if the requirements of
Wis. Stat. s. 551.205(b)2.a-h
Wis. Stat. s. 551.202(26)(f), does the issuer need to include the time period for the offering in the disclosure document?
Yes. Although not specifically listed in (f)2, the time period is required by (f)3 which states that, "investors may cancel their commitments to invest if that target offering amount is not raised by the time stated in the disclosure document."
Wis. Stat. s. 551.202(26)(k), how often does the financial institution providing escrow services need to notify the division of the receipt of payments for securities?
The financial institution should notify the division via email to
at least monthly, within five business days of the end of the month. The information submitted to the division should not include the names of individual investors.
To claim the exemption under
Wis. Stat. s. 551.202(26)(f), is there a limit on the number of investors?
No. The limit is on the amount of cash and other consideration received for all sales of the security but there is no maximum number of investors. The limit excludes sales to any accredited investor, certified investor, or institutional investor.
What if the issuer does not raise the minimum target offering amount specified in the business plan?
Wis. Stat. s. 551.202(26)(f)3
, all investors must be offered the opportunity to cancel their commitments to invest, and may elect to either cancel or proceed. The communication with the offer to cancel may come from either the escrow agent or the Internet site operator.
Phone: (608) 266-2139