Institutional Investors

​​​​​​​​​​​​​​Statute: Wis. Stat. s. 551.202(13)(a), (b) and (c); DOES NOT apply to accredited investors under s. 551.202(13)(am).

Used for: Offers or sales of securities to:

  • an institutional investor as defined in Wis. Stat. s. 551.102(11)
  • a federal covered investment adviser
  • any other person exempt by rule or order
Filing requirement: There is no filing requirement for the categories of "institutional investor" in Wis. Stat. s. 551.202(13)(a), (b) and (c). However, for the "accredited investor" exemption in Wis. Stat. s. 551.202(13)(am), compliance with the Consent to Service of Process requirement therein is necessary to claim that exemption for sales to individual accredited investors listed in federal Rule 501(a)(5)or(6).

Related considerations: The registration exemptions set forth at Wis. Stat. s. 551.401(2), 551.402(2), 551.403(2), and 551.404(2), which allow transacting securities business in Wisconsin as a broker-dealer, agent, investment adviser or investment adviser representative without being registered, are available only if the firm's or agent's Wisconsin clients are solely institutional investors in Wis. Stat. s. 551.102(11).

History: Predecessor statute Wis. Stat. s. 551.23(8) adopted on January 1, 1970. Revised from Uniform Act of 1956 s. 402(b)(8). Amended effective September 30, 1971 to add "savings and loan association" and "the state or an agency or instrumentality." Repealed and recreated effective April 27, 1984 to reorganize into separate paragraphs. Amended effective May 3, 1988 to add to paragraph (c) that pension or profit-­sharing trusts must be administered by specified financial institutions. Amended effective May 7, 1992 to add "savings bank" to paragraphs (b) and (c). Amended effective December 3, 1993 to add "individual accredited investor" exemption category in paragraph (g). Amended July 9, 1998 to reflect the adoption of the National Securities Markets Improvement Act of 1996. Amended October 1, 2002 to delete "individual" concept and incorporate by reference the federal accredited investor definition in Rule 501(a) under Regulation D [17 CFR 230.501(a)]. Repealed and recreated effective January 1, 2009 as Wis. Stat. s. 551.202(13)(am) regarding individual accredited investors, and as Wis. Stat. s. 551.202(13)(a) and 551.102(11) regarding institutional investors.

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