Registration by Qualification

​​​​​​​Registration by qualification in 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. For information on the federal exemptions, see U.S. Securities and Exchange Commission (SEC) website Exempt Offerings​.  

Fee: $1,500

Registration Period: One year, unless EXTENDED

Disclosure requirements: Outlined in Wis. Stat. s. 551.304 and 551.305 and in Wis. Admin. Code s. DFI-Sec 3.02 and 3.03

Filing Requirements: Form U-1, U-2, U-2A​, and Offering Document 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: By Notice of Effectiveness by the division when the division is satisfied that all registration requirements have been met

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 registered 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. 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.

Regulation A, Tier 1 Offerings: North American Securities Administrators Association (NASAA) has a Coordinated Review Program for Regulation A Offerings​ designed to facilitate the filing of Regulation A offerings in multiple states. ​

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Phone: (608) 266-2139