Federal Regulation D-Rule 505

​​​​​​​​​​​​​​​​PLEASE NOTE: Effective January 20, 2017, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 504 of Regulation D under the Securities Act to facilitate issuers’ capital raising efforts and provide additional investor protections. In light of these amendments to Rule 504, the SEC also repealed Rule 505 of Regulation D. The removal of Rule 505 was effective May 22, 2017. With the SEC’s removal of Rule 505 of Regulation D, Wis. Admin. Code s. DFI-Sec. 2.029​ becomes obsolete (and will be deleted in a future update of the administrative code). The information below is retained for historical reference, but no longer applies. 

Administrative Code: Wis. Admin. Code s. DFI-Sec 2.029

Used for: Transactions made in reliance on the exemption provided by Rule 505 of Regulation D under the Securities Act of 1933

Note: In order to claim this exemption, there must be no disqualification from its use as set forth at Wis. Admin. Code s. DFI-Sec 2.029(3). No commission or other remuneration may be given to any person for soliciting or selling to any person in Wisconsin except to broker-dealers and agents registered in Wisconsin.

Filing requirement: Regulation D-Rule 505 Filing.

  • Filing fee: $200, as set forth at Wis. Admin. Code s. DFI-Sec 2.029(4) made payable to Wisconsin DFI-Division of Securities.
  • Form required: A photocopy of a completed Form D Notice of Exempt Offering of Securities as prescribed by Rule 503 of federal Regulation D.
  • Exhibits required: Offering materials in compliance with the requirements of Rule 502 of Regulation D under the Securities Act of 1933.
  • Timing of filing: Not later than the first use of an offering document or sale in Wisconsin, whichever happens first.
  • Supplemental filings: A copy of each material amendment to the offering document must be filed not later than its first use in Wisconsin.
Frequently asked questions:

Q: Are there any Wisconsin legend requirements for the Private Placement Memorandum?

A: No.

Q: If the issuer makes the required filing, with the required exhibits, when can it commence offering and selling?

A: Immediately. The Division of Securities can stop the offer or sale only by administrative order.

Q: Can this exemption be used for Regulation D-Rule 504 transactions?

A: No. Any such offering must qualify for a separate exemption. See Wis. Stat. s. 551.202(14) and Wis. Admin. Code s. DFI-Sec 2.028, under Wis. Stat. s. 551.203, for possible exemptions. The other alternative is to seek registration.

Q: Are sales to institutional or accredited investors counted toward the 35-sale limitation found in Rule 505?

History: Predecessor statute Wis. Stat. s. 551.22(6). Repealed and recreated as Wis. Admin. Code s. DFI-Sec 2.029, effective January 1, 2009.

Contac​t Us

Phone: (608) 266-2139

Email: DFISecurities@dfi.wisconsin.gov​