Offers of Securities Pending Registration

​​​​Statute: Wis. Stat. s. 551.202(16)​

Used for: Offers, but not sales, of securities for which an application to register has been filed both with the U.S. Securities and Exchange Commission (SEC) and the Division of Securities if no stop order or denial order is in effect and no proceeding is pending under either law

Filing requirement: Self-executing provided a registration statement is pending. No filing or Consent to Service of Process is required to claim this exemption for transactions for which a registration statement has been filed and is pending approval.

Frequently asked questions:

Q: May a preliminary prospectus be distributed under this exemption?

A: Yes.

Related Considerations:  See Wis. Admin. Code s. DFI-Sec 2.02(9)(g)​ under Wis. Stat. s. 551.203, which permits use by registered broker-dealers of a preliminary prospectus for offers pending registration and for certain exemption filings.

History: Predecessor statute Wis. Stat. s. 551.23(16), adopted January 1, 1970. Substantially identical to section 402(b)(12) of the Uniform Securities Act of 1956. Renumbered effective January 1, 2009.

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