The following questions are representative of inquiries frequently received by our staff members.
If you don't see your question, please feel free to email
DFISecurities@dfi.wisconsin.gov or call at (608) 266-2139.
What is a security?
"Security" is broadly defined under
Wis. Stat. s. 551.102(28). It includes all of the readily recognizable investment instruments, such as stocks, bonds, limited partnership interests, and notes, as well as lesser-known vehicles. In general, any investment of money in an enterprise, with an expectation of profits to be earned through the efforts of someone other than the investor, is a security.
What is the role of the Division of Securities?
In order to protect investors,
Wisconsin Uniform Securities Law Wis. Stat. ch. 551 requires that every security that is offered or sold in the state must either be registered or qualify for an exemption from registration. Many of the registration and exemption provisions require a filing to be made with the division. The filing requirements depend on the registration or exemption provision relied upon. In some cases, the filing requirements may be minimal. In other cases, it will be necessary to file a disclosure document, typically called a "prospectus" or "offering circular," and various exhibits. Regardless of an issuer's filing requirements (even if it has none!),
the antifraud provisions of the Securities Law require that all material facts regarding the issuer and the offering be disclosed to prospective investors.
How may I obtain copies of Wisconsin's securities statutes and rules?
The Wisconsin Uniform Securities Law and Administrative Rules are available at your local library or accessible from
our website.
Does making the appropriate exemption or registration filing in Wisconsin allow me to sell my company's securities in other states?
No, the issuer must generally register or qualify for an exemption from registration in each state in which it wishes to sell. Issuers should also note that the federal government, through the U.S. Securities and Exchange Commission (SEC), also regulates securities. The federal system is similar to the state system in that federal registration is required unless an exemption from registration is available. Many issuers making an offering entirely within one state rely on the "safe harbor" provision of Rule 147 from federal registration requirements. This safe harbor could be lost by making offers or sales in more than one state. For information on federal securities regulation, contact the SEC Chicago office at (312) 353-7390.
I want to sell the offering myself. Do I need to be registered as a securities salesperson?
Officers, directors, employees, or other persons representing an issuer in the sale of its securities must be registered as securities agents if they receive compensation related to the sale of those securities. Compensation, whether cash or not, may be in the form of commission, bonus, or even salary, if the compensation is based, in whole or in part, upon the person's sales activity.
I want to use a broker to sell my offering. Does the Division of Securities have a list of brokers that have sold small offerings in the past?
No. Most small offerings, particularly those under $1 million or so, are marketed by officers of the issuer. Broker interest in these small offerings has been very limited.
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 Department of Financial Institutions (DFI). For additional information, including how to qualify for the exemption, go to
Crowdfunding.
"SCOR" stands for "Small Company Offering Registration" and the form (also known as Form U7) is a question-and-answer form of prospectus that meets the disclosure requirements of the Wisconsin Securities Law. The
SCOR form is available for downloading from the North American Securities Administrators Association (NASAA) website.
Am I required to use the
SCOR form?
No. The traditional narrative form of prospectus may always be used.
My business has no operating history. Can I still make an offering of securities?
There is no requirement that a business must be in operation for a certain period of time before it can sell its securities. However, a company without a significant operating history that uses the
SCOR Form may find it difficult to answer the questions. At the very least, a company should complete a thorough (and realistic) business plan before attempting to draft a securities disclosure document. Companies without significant operating histories may also have a more difficult time attracting investors to their offerings.
What is the filing fee?
Do I need a lawyer to draft a disclosure document?
There is no legal requirement that a lawyer be retained to prepare a disclosure document. Nevertheless, it is usually quite helpful at least to get input from a lawyer familiar with securities matters. Furthermore, for a registration filing, it is necessary to obtain an opinion of counsel that the issuer has been properly formed and the securities will be validly issued.
Can the Division of Securities recommend a lawyer?
We cannot recommend any particular lawyer. We suggest you ask for referrals from your friends and business associates, or call the
Wisconsin State Bar Association Lawyer Referral number, (608) 257-4666. Use the internet to search "business and corporate law' or "securities law" lawyers.
Contact Us
Phone: (608) 266-2139
Email: DFISecurities@dfi.wisconsin.gov