Secondary Trading Exemptions

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Foreign Issuer Margin Security
Manual Exemption
Secondary Trading Exemption by Filing
Toronto Stock Exchange and TSX Venture Exchange

Used for: Non-issuer transactions by or through a broker-dealer registered or exempt from registration in Wisconsin

Filing requirement:

Wis. Stat. s. 551.202(2), (3), (5) and (23): Self-executing. No filing or Consent to Service of Process is necessary to claim these exemptions.

Wis. Admin. Code. s. DFI-Sec 2.02(9)(o) under Wis. Stat. s. 551.203:  Notice Filing.

  • 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, the fee, and the required exhibits at least 10 days prior to the offering in this state, referencing the statute or rule section under which the notice is filed.
  • Exhibits required: A copy of the prospectus, offering document, 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).
​Related considerations: Wis. Stat. s. 551.202(1) and (6) [relating to "isolated non-issuer transactions" and "unsolicited transactions"] are also secondary trading exemptions, but generally are not labeled as such. (See the separate information summaries for those exemptions in the Exemption Menu​.) The exemptions set forth here are those most commonly termed "Secondary Trading Exemptions."

For purposes of the non-issuer transaction exemption under Wis. Stat. s. 551.202(2), certain securities manuals are designated by Wis. Admin. Code s. DFI-Sec 2.02(9)(d) as a "nationally recognized securities manual." In addition, the division issued an order designating OTCQX Best Market and OTCQB Venture Market as a nationally recognized securities manual or its electronic equivalent for purposes of the securities manual exemption. See full text of the Order Designating Nationally Recognized Securities Manual.

Frequently asked questions:

Q: What additional information is usually required by the division in notice filings under Wis. Admin. Code s. DFI-Sec 2.02(9)(o)​?

A: It is not uncommon for the division to request information relating to the breadth and depth of the trading market for the security.

History: Predecessor statute Wis. Stat. s. 551.23(3)(a) to (d) adopted January 1, 1970. Repealed and recreated effective January 1, 2009.

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