Securities Registration, Exemptions & Notice Filings

Wis. Stat. s. 551.301 provides that it is unlawful for any person to offer or sell any security in this state unless it is registered under this chapter or the security or transaction is exempted, or the security is a federal covered security​.

The term “security" is broadly defined under Wis. Stat. s. 551.102(28). It includes readily recognizable investment vehicles, such as stocks, bonds, limited partnership interests, and notes, as well as novel and unusual investment arrangements that are referred to as "investment contract" securities. In general, any transaction that involves an investment of money in a common enterprise, with an expectation of profits to be earned through the essential managerial efforts of someone other than the investor, is a transaction involving a security.​

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A Brief History of Securities Regulation and Se​​​curities Regulation in Wisconsin -- a look at the ever-evolving story of securities registration in the Badger State.

Registering Securities in Wisconsin -- procedures for registering securities for sale in Wisconsin.

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​Exemptions Menu​ --  provides an overview (alphabetically by topic) of the exemptions from securities registration available under the Wisconsin Uniform Securities Law, Wis. Stat. ch. 551​.

Federal Covered Securities -- discusses the National Securities Markets Improvement Act of 1996 (NSMIA) definition of federal covered securities and how these securities may be offered for sale in Wisconsin.

Crowdfunding -- overview of crowdfunding in Wisconsin.

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The Wisconsin Division of Securities, as a member of the North American Securities Administrators Association (NASAA), had already made use of NASAA’s Electronic Filing Depository (EFD) system for Regulation D and Form NF-UIT notice filings. EFD was more recently expanded with a new functionality, referred to as “Universal Filing Type” or UFT, which has given 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 by the division 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.