Regulation A, Tier 2 Offerings

​​​​​Statute: Wis. Stat. s. 551.302(1)


Used for: Transactions made in reliance on Regulation A, Tier 2 (for Offerings up to $50 million) under the Securities Act of 1933

Note: On September 9, 2015, the Administrator of the Division of Securities signed an Order Regarding Regulation A, Tier 2 Notice Filing​ to more specifically include federal covered securities as defined in section 18(b)(3) of the Securities Act of 1933 within Wis. Stat. s. 551.302(1).

Filing Requirement:

Regulation A, Tier 2 Notice Filing:

The Wisconsin Division of Securities, as a member of the North American Securities Administrators Association (NASAA), receives Regulation D and Form NF-UIT notice filings through NASAA’s Electronic Filing Depository​ (EFD). EFD was expanded with a new functionality, referred to as the “Universal Filing Type” or UFT, which gives filers the ability to electronically submit filings and fees for a greater range of corporate finance materials to the division. The filing types that are now being accepted through UFT include: registrations by coordination or qualification, Regulation A (Tier 1 and 2), state law exemptions, and any further filings associated with these filing types, including those that do not require a fee (e.g., prospectus supplements). The EFD website​ also enables the public to search and view, free of charge, filings made through EFD with state securities regulators.

  • Exhibits required: A copy of the ​Offering Document may be included with the notice filing or may be emailed to DFISecurities@dfi.wisconsin.gov.
  • Timing of filing: Prior to the initial offer or sale in Wisconsin.
Frequently asked questions:

Q: Are amendments required to be filed with the division?

A: Yes. If the issuer files an amendment to its registration statement with the SEC that relates to either a name change of the issuer or to a change in the designation of the federal covered security, the issuer shall file a completed notice filing form or a copy of the amendment filed with the SEC, along with a fee of $200.  Amendments can also be submitted electronically using Universal Filing Type with NASAA's EFD system.

Q: Are annual renewals required to be filed with the division?

A: Yes. The initial notice filing is effective for 12 months. For each additional 12-month period in which the same offering is continued, the issuer may renew its notice filing by filing a completed notice filing marked “renewal” on a cover letter or other document requesting renewal, along with a fee of $200.  Renewals can also be submitted electronically using Universal Filing Type with NASAA's EFD system.

Q: Are final reports of sales required?

A: No.​

Contact​ Us

Phone: (608) 266-2139

Email: DFISecurities@dfi.wisconsin.gov