Chapter 551, WISCONSIN UNIFORM SECURITIES LAW

551.101 Short title. This chapter shall be known and may be cited as the “Wisconsin Uniform Securities Law.” History: 2007 a. 196. Regulating Wisconsin-based Businesses: The Wisconsin Uniform Securities Act. Fallone. Wis. Law. Oct. 2009.

551.102 Definitions. In this chapter, unless the context otherwise requires: (1m) “Administrator” means the administrator of the division of securities in the department of financial institutions. (2) “Agent” means an individual, other than a broker-dealer, who represents a broke…

551.103 References to federal statutes. “Securities Act of 1933” (15 USC 77a et seq.), “Securities Exchange Act of 1934” (15 USC 78a et seq.), “Public Utility Holding Company Act of 1935” (15 USC 79 et seq.), “Investment Company Act of 1940” (15 USC 80a-1 et seq.), “Investment Ad…

551.104 References to federal agencies. A reference in this chapter to an agency or department of the United States is also a reference to a successor agency or department. History: 2007 a. 196.

551.105 Electronic records and signatures. This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, but does not modify, limit, or supersede section 101 (c) of that act (15 USC 7001 (c)) or authorize electronic delivery …

551.201 Exempt securities. The following securities are exempt from the requirements of ss. 551.301 to 551.306 and 551.504: (1) (a) A security, including a revenue obligation or a separate security as defined in Rule 131 (17 CFR 230.131) adopted under the Securities Act of 1933, …

551.202 Exempt transactions. The following transactions are exempt from the requirements of ss. 551.301 to 551.306 and 551.504: (1) An isolated nonissuer transaction, whether effected by or through a broker-dealer or not. (2) A nonissuer transaction by or through a broker-dealer …

551.203 Additional exemptions and waivers. A rule adopted or order issued under this chapter may exempt a security, transaction, or offer; a rule under this chapter may exempt a class of securities, transactions, or offers from any or all of the requirements of ss. 551.301 to 551…

551.204 Denial, suspension, revocation, condition, or limitation of exemptions; burden of proof; additional information. SUBCHAPTER III REGISTRATION OF SECURITIES AND NOTICE FILING OF FEDERAL COVERED SECURITIES SUBCHAPTER IV BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT…

551.205 Additional provisions related to crowdfunding exemption for intrastate offerings through Internet sites. (1) All of the following requirements apply to an offer or sale of securities pursuant to the exemption under s. 551.202 (26): (a) Prior to any offer or sale of securi…

551.206 Adjustments. At 5-year intervals after January 1, 2014, the department of financial institutions shall adjust the monetary amounts specified in s. 551.202 (26) (c) 1. a. and b. and (27) (c) 1. a. and b. to reflect changes since January 1, 2014, in the consumer price index…

551.301 Securities registration requirement. It is unlawful for a person to offer or sell a security in this state unless any of the following apply: (1) The security is a federal covered security. (2) The security, transaction, or offer is exempted from registration under this c…

551.302 Notice filing. (1) REQUIRED FILING OF RECORDS. With respect to a federal covered security, as defined in section 18 (b) (2) of the Securities Act of 1933 (15 USC 77r (b) (2), that is not otherwise exempt under ss. 551.201 to 551.203, a rule adopted by the administrator or…

551.303 Securities registration by coordination. (1) REGISTRATION PERMITTED. A security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination under this section. (2) REQUIRED RECOR…

551.304 Securities registration by qualification. (1) REGISTRATION PERMITTED. A security may be registered by qualification under this section. (2) REQUIRED RECORDS. A registration statement under this section must contain the information or records specified in s. 551.305, a con…

551.305 Securities registration filings. (1) WHO MAY FILE. A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this chapter. (2) FILING FEE. A person filing a registration statement shall pa…

551.306 Denial, suspension, and revocation of securities registration. (1) STOP ORDERS. The administrator may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the administrator finds that the order is in the …

551.307 Waiver and modification. The administrator may waive or modify, in whole or in part, any or all of the requirements of ss. 551.302, 551.303, and 551.304 (2) or the requirement of any information or record in a registration statement or in a periodic report filed pursuant …

551.401 Broker-dealer registration requirement and exemptions. (1) REGISTRATION REQUIREMENT. It is unlawful for a person to transact business in this state as a broker-dealer unless the person is registered under this chapter as a brokerdealer or is exempt from registration as a …

551.402 Agent registration requirement and exemptions. (1) REGISTRATION REQUIREMENT. It is unlawful for an individual to transact business in this state as an agent unless the individual is registered under this chapter as an agent or is exempt from registration as an agent under…

551.403 Investment adviser registration requirement and exemptions. (1) REGISTRATION REQUIREMENT. It is unlawful for a person to transact business in this state as an investment adviser unless the person is registered under this chapter as an investment adviser or is exempt from …

551.404 Investment adviser representative registration requirement and exemptions.

551.405 Federal covered investment adviser notice filing requirement. (1) NOTICE FILING REQUIREMENT. Except with respect to a federal covered investment adviser described in sub. (2), it is unlawful for a federal covered investment adviser to transact business in this state as a …

551.406 Registration by broker-dealer, agent, investment adviser, and investment adviser representative. Cross-reference: See also DFI-Sec, Wis. adm. code. SUBCHAPTER I GENERAL PROVISIONS

551.407 Succession and change in registration of broker-dealer or investment adviser.

551.408 Termination of employment or association of agent and investment adviser representative and transfer of employment or association. (1) NOTICE OF TERMINATION. If an agent registered under this chapter terminates employment by or association with a broker-dealer or issuer, …

551.409 Withdrawal of registration of broker-dealer, agent, investment adviser, and investment adviser representative. SUBCHAPTER V FRAUD AND LIABILITIES SUBCHAPTER VI ADMINISTRATION AND JUDICIAL REVIEW SUBCHAPTER VII TRANSITION

551.411 Postregistration requirements. (1) FINANCIAL REQUIREMENTS. Subject to section 15 (h) of the Securities Exchange Act of 1934 (15 USC 78o (h)) or section 222 of the Investment Advisers Act of 1940 (15 USC 80b-18a), a rule adopted or order issued under this chapter may estab…

551.412 Denial, revocation, suspension, censure, withdrawal, restriction, condition, or limitation of registration. (1) DISCIPLINARY CONDITIONS — APPLICANTS. If the administrator finds that the order is in the public interest and sub. (4) authorizes the action, an order issued un…

551.501 General fraud. It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly, to do any of the following: (1) To employ a device, scheme, or artifice to defraud. (2) To make an untrue statement of a material fact or to …

551.502 Prohibited conduct in providing investment advice. (1) FRAUD IN PROVIDING INVESTMENT ADVICE. It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisabil…

551.503 Evidentiary burden. (1) CIVIL. In a civil action or administrative proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim. (2) CRIMINAL. In a criminal proceeding under this …

551.504 Filing of sales and advertising literature. (1) FILING REQUIREMENT. Except as otherwise provided in sub. (2), a rule adopted or order issued under this chapter may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales literature, or oth…

551.505 Misleading filings. It is unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this chapter, a statement that, at the time and in the light of the circumstances under which it is made, is false or misleading…

551.506 Misrepresentations concerning registration or exemption. The filing of an application for registration, a registration statement, a notice filing under this chapter, the registration of a person, the notice filing by a person, or the registration of a security under this …

551.507 Qualified immunity. A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representa…

551.508 Criminal penalties. (1) CRIMINAL PENALTIES. A person that willfully violates this chapter, or a rule adopted or order issued under this chapter, except s. 551.504 or the notice filing requirements of s. 551.302 or 551.405, or that willfully violates s. 551.505 knowing the…

551.509 Civil liability. (1) SECURITIES LITIGATION UNIFORM STANDARDS ACT. Enforcement of civil liability under this section is subject to the Securities Litigation Uniform Standards Act of 1998. (2) LIABILITY OF SELLER TO PURCHASER. A person is liable to the purchaser if the pers…

551.511 Rescission offers. A purchaser, seller, or recipient of investment advice may not maintain an action under s. 551.509 if all of the following apply: (1) The purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted, an offe…

551.601 Administration. (1) ADMINISTRATION. The administrator shall administer this chapter. (2) UNLAWFUL USE OF RECORDS OR INFORMATION. It is unlawful for the administrator or an officer, employee, or designee of the administrator to use for personal benefit or the benefit of ot…

551.602 Investigations and subpoenas. (1) AUTHORITY TO INVESTIGATE. The administrator may do any of the following: (a) Conduct public or private investigations within or outside of this state which the administrator considers necessary or appropriate to determine whether a person…

551.603 Civil enforcement. (1) CIVIL ACTION INSTITUTED BY ADMINISTRATOR. If the administrator believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a rule adopted or order issu…

551.604 Administrative enforcement. (1) ISSUANCE OF AN ORDER OR NOTICE. If the administrator determines that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a rule adopted or order iss…

551.605 Rules, forms, orders, interpretative opinions, and hearings. (1) ISSUANCE AND ADOPTION OF FORMS, ORDERS, AND RULES. The administrator may do any of the following: (a) Issue forms and orders and, after notice and comment, adopt and amend rules necessary or appropriate to c…

551.606 Administrative files and opinions. (1) PUBLIC REGISTER OF FILINGS. The administrator shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registration of bro…

551.607 Public records; confidentiality. (1) PRESUMPTION OF PUBLIC RECORDS. Except as otherwise provided in sub. (2), records obtained by the administrator or filed under this chapter, including a record contained in or filed with a registration statement, application, notice fil…

551.608 Uniformity and cooperation with other agencies. (1) OBJECTIVE OF UNIFORMITY. The administrator shall, in its discretion, cooperate, coordinate, consult, and, subject to s. 551.607, share records and information with the securities regulator of another state, Canada, a Can…

551.609 Judicial review. A final order issued by the administrator under this chapter is subject to judicial review in accordance with ch. 227, but administrative enforcement orders originally entered without hearing may be reviewed only if the party seeking review has requested …

551.611 Service of process. (1) SIGNED CONSENT TO SERVICE OF PROCESS. A consent to service of process complying with this section required by this chapter must be signed and filed in the form required by a rule or order under this chapter. A consent appointing the administrator t…

551.613 Jurisdiction. (1) SALES AND OFFERS TO SELL. Sections 551.301, 551.302, 551.401 (1), 551.402 (1), 551.403 (1), 551.404 (1), 551.501, 551.506, 551.509, and 551.511 do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is made …