Registering Securities in Wisconsin General Information

​​​If an offering and sale of securities does not qualify for any registration exemption, then the securities must be registered with the Division of Securities before being offered or sold in Wisconsin (see Wis. Stat. s. 551.301), unless the offering involves federal covered securities.

Registration involves the compilation and filing of registration materials with the division. The materials are reviewed by the division for full disclosure (see Wis. Admin. Code s. DFI-Sec 3.02 and 3.03) unless the offering is being registered federally with the U.S. Securities and Exchange Commission (SEC) and the SEC has given the offering a full review (see Wis. Admin. Code s. DFI-Sec 3.03(3)). Registration applications may be filed with the division either by Coordination or Qualification.

Registration by Coordination

Wis. Stat. s. 551.303​ may be used for a security for which a registration statement has been filed with the SEC under the Securities Act of 1933 in connection with the same offering. See Registration by Coordination for specifics. (This method is not available for an issuer that is using an exemption for federal purposes under Regulation A or Regulation D of the Securities Act of 1933. See Registration by Qualification​.)

Registration by Qu​alification​

Wis. Stat. s. 551.304​ may be used for any securities registration filing including filings by issuers using an exemption for federal purposes under Regulation A Tier 1 or Regulation D (Rule 504), or the intrastate "safe harbor" provision of Rule 147. See Registration by Qualification​ for specifics. For information on the federal exemptions, see the SEC website Exempt Offerings.  

Rule 429 Amendments: If the issuer files a Rule 429 amendment (a new registration statement) with the SEC to increase the amount of securities registered, a new registration application and $1,500 filing fee must be filed with the Wisconsin Division of Securities. 

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