Used for: Transactions made in reliance on Regulation A, Tier 2 (for Offerings up to $50 million) under the Securities Act of 1933
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?
Phone: (608) 266-2139