Non-Profit Wisconsin Corporation-Issued Securities

​​​​​​​​​​​Statute: Wis. Stat. s. 551.201(7)

Used for: Securities issued by a domestic (Wisconsin) non-profit corporation to its members, and, under certain conditions, to non-members. The corporation must be organized exclusively for religious, educational, benevolent, charitable, fraternal, social, athletic, or reformatory purposes.

Filing requirement:

  • For offers to non-members: Notice Filing, as set forth at Wis. Admin. Code s. DFI-Sec 2.01(4)(a) and 2.03
  • Filing fee: $200, as set forth at Wis. Admin. Code s. DFI-Sec 7.01(2)(b) made payable to Wisconsin DFI-Division of Securities
  • Form required: There is no required form. File a cover letter (including the fee) at least 10 days prior to the offering in this state, referencing the statute or rule section under which the notice is being made.
  • Exhibits required: A copy of the prospectus, offering document, trust indenture, all other material to be delivered to offerees in connection with the transaction, and all other information the Division of Securities may require after the filing. If advertising is published or circulated in connection with the transactions or the securities underlying the transactions for which this exemption is claimed, it must be filed with the division and may not be used unless and until the division has allowed its use, unless exempt from this requirement under Wis. Admin. Code s. DFI-Sec 7.02(1).
  • Review time: 10 calendar days, unless extended pursuant to Wis. Admin. Code s. DFI-Sec 2.03(2)
  • For offers to members: Self-executing. No filing or Consent to Service of Process is necessary to claim this exemption.
NASAA Guidelines: See Wis. Admin. Code s. DFI-Sec 3.03(4)(h) and (i). Note: Only the disclosure provisions of the guidelines may be applied.

Frequently asked questions:

Q: Is the exemption self-executing?

A: Only for offers to members. For offers to non-members, a notice filing is required.

Q: Is this exemption available to non-profit corporations organized under the laws of states other than Wisconsin?

A: No. This exemption is available only for a "domestic" (Wisconsin) corporation. Non-Wisconsin not-for-profit corporations may wish to examine the exemption set forth at Wis. Admin. Code s. DFI-Sec 2.01(5)(a) and (b).

Important interpretive letters under predecessor statute that are still applicable:

June 10, 1983 letter re: Reformed Church in America-Extension Foundation. The non-profit corporation must be a domestic (i.e., Wisconsin) corporation. For transactions involving the securities of non-Wisconsin corporations, see the exemption set forth in Wis. Stat. s. 551.23(15).

January 23, 1980 letter re: Theta Xi Chapter of Delta Sigma Pi. A limited partnership organized by a non-profit corporation as general partner could not use the exemption because the "issuer" of the securities was to be the partnership, not the Corporation. In addition, issuance to persons who would become "honorary members" of the non-profit corporation through the purchase of the securities would not qualify for the exemption, because Wis. Admin. Code s. DFI-Sec 2.01(4)(b), explicitly sets forth that a person cannot become a "member" for purposes of the exemption solely by purchasing the issuer's securities.

Letters regarding the definition of "member" in Wis. Admin. Code s. DFI-Sec 2.01(4)(b), for purposes of this exemption:

August 26, 1993 letter re: WELS Church Extension Fund, Inc. (WELS CEF). Staff took a no-action position regarding the sale of WELS CEF notes to its member congregations, as well as to the members of those member congregations.

May 13, 1986 letter re: Unity of Madison, Inc. Issuance of Unity's bonds to its corporate as well as its congregational/non-corporate members was exempt from registration under Wis. Stat. s. 551.22(8).

June 28, 1985 letter re: Pine Haven Christian Home. Issuance of the promissory notes of Pine Haven to members of the constituent churches of Pine Haven was exempt from registration under Wis. Stat. s. 551.22(8).

November 16, 1982 letter re: Catholic Diocese of Green Bay. Issuance of bonds to members of the constituent parishes of the Diocese was exempt from registration under Wis. Stat. s. 551.22(8).

May 20, 1981 letter re: Lutheran High School Association of the Greater Sheboygan Area, Inc. Issuance of promissory notes to members of the Association, as well as to members of the Association's member congregations, was exempt from registration under Wis. Stat. s. 551.22(8).

July 14, 1977 letter re: Wisconsin Lutheran College Conference, Inc. Issuance of securities to members of the Conference, as well as to the members of the congregations of the Conference, was exempt from registration under Wis. Stat. s. 551.22(8)​.

History: Predecessor statute Wis. Stat. s. 551.22(8) adopted on January 1, 1970 was substantially similar to Uniform Securities Act of 1956 section 402(a)(9). Differed from Uniform Act of 1956 in that sales of evidences of debt to non-members required prior filing with the division under Wis. Admin. Code s. DFI-Sec 2.01(4)​. Repealed and recreated effective January 1, 2009, incident to adoption of Uniform Securities Act of 2002.

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