Isolated Non-Issuer Transactions

​​​​​​​​Statute: Wis. Stat. s. 551.202(1)

Administrative Code: Wis. Admin. Code s. DFI-Sec 2.02(1) and 7.02

Used for: Isolated non-issuer sales of previously­ issued securities

Filing requirement: Self-executing; there is an advertising filing requirement. No filing or Consent to Service of Process is necessary to claim this exemption. However, if any advertising is "published" or "circulated," as defined in Wis. Admin. Code s. DFI-Sec 1.02(1)(a) and (b), in connection with this transaction or the securities underlying this transaction, it must be filed with the Division of Securities and may not be used unless and until the division has allowed its use. If advertising is filed, a fee of $10 per item, as set forth at Wis. Admin. Code s. DFI-Sec 7.01(4), must accompany the filing.

Frequently asked questions:

Q: Are there limitations on the use of the exemption for transactions effectuated through a broker­-dealer?

A: Yes. Under Wis. Admin. Code s. DFI-Sec 2.02(1)(a), the term "isolated" is defined, for transactions through a broker-dealer involving a particular security, as not exceeding five transactions during the preceding 12 months.

Q: Can the exemption be used in transactions by control persons of the issuer?

A: Yes. Sales are limited to the percentages specified in Wis. Admin. Code s. DFI-Sec 2.02(1)(b).

History: Predecessor statute Wis. Stat. s. 551.23(1) adopted on January 1, 1970. Identical to Uniform Securities Act of 1956 section 402(b)(1). Repealed and recreated effective January 1, 2009.

Cont​​act Us

Phone: (608) 266-2139