Registration by Coordination

​​​​​​Registration by coordination in Wis. Stat. s. 551.303​ may be used for a security for which a registration statement has been filed with the U.S. Securities and Exchange Commission (SEC) under the Securities Act of 1933 in connection with the same offering. (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 b​y Qualification​​). 

Fee: $1,500

Registration Period: One year, unless EXTENDED

Disclosure requirements: Outlined in Wis. Stat. s.​ 551.303 and 551.305 and in Wis. Admin. Code s. DFI-Sec 3.01 and 3.03

Filing Requirements: Form U-1, U-2, U-2A​ and SEC Registration Statement with appropriate exhibits as listed on Form U-1

The Wisconsin Division of Securities​​​, as a member of the North American Securities Administrators Association (NASAA), receives Regulation D and Form NF-UIT notice filings through NASAA’s Electronic Filing Depository (EFD)​. EFD was expanded with a new functionality, referred to as the “Universal Filing Type” or UFT, which gives filers the ability to electronically submit filings and fees for a greater range of corporate finance materials to the division. The filing types that are now being accepted through UFT include: registrations by coordination or qualification, Regulation A (Tier 1 and 2), state law exemptions, and any further filings associated with these filing types, including those that do not require a fee (e.g., prospectus supplements). The EFD website also enables the public to search and view, free of charge, filings made through EFD with state securities regulators. 

Effectiveness: Registration becomes effective upon notice of SEC effectiveness subject to the requirements of Wis. Stat. s. 551.303, and if no stop order has been issued pursuant to Wis. Stat. s. 551.306.

Advertising Requirements: No filing of materials required pursuant to Wis. Stat. s. 551.504 and Wis. Admin. Code s. DFI-Sec 7.02, if:

  • Published or circulated by a licensed broker-dealer or Investment advisor relating to securities that are registered.
  • Does no more than state from whom a prospectus may be obtained, identify the security offered for sale and state the offering price for the securities and the names of broker-dealers having an interest in the sale.
  • Advertising meets the requirements of Rule 134 under the Securities Act of 1933.
All other advertising must be filed with the division in duplicate and must not be used until the division has allowed its use. Any materials filed after the date of registration in Wisconsin must include the $10 per item fee required by Wis. Admin. Code s. DFI-Sec 7.01(4).

Rule 429 Amendments: Since the flat, fixed, non-refundable, $1,500 filing fee permits the registration of all securities in Wisconsin that are registered on a registration statement filed with the SEC, 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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Phone: (608) 266-2139