reglab/statecodes huggingface dataset:
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 22 - Savings Bank Mutual Holding Companies › Section DFI-SB 22.07 - Stock issuance plans

Current through June 24, 2024
(1) APPROVAL REQUIRED.
(a) No savings bank subsidiary of a mutual
				holding company, including a resulting or acquiree savings bank, may, directly
				or indirectly, issue stock to persons other than its mutual holding company
				parent without the prior written approval of the division.
(b) The division shall approve a proposed
				stock issuance plan upon determining that all of the following criteria are
				met:
1. The plan contains all the provisions
				required by this section.
2. The
				plan is consistent with the savings bank's articles of incorporation, including
				the type and amount of stock that may be issued.
3. The plan would provide the savings bank,
				its mutual holding company and any other savings bank subsidiaries of the
				mutual holding company with sufficient capital and would not be detrimental to
				the savings bank, its mutual holding company, members of the mutual holding
				company or the interests of depositors of the savings bank.
4. The proposed price or price range, the
				classification and any terms or conditions of the stock to be issued are
				reasonable.
5. The savings bank
				furnishes all information required by the division.
6. The plan is approved by the members of the
				mutual holding company or, if the plan is part of a reorganization plan under
				s. DFI-SB 22.06, by members of the reorganizing savings bank, at a meeting of
				members held under the bylaws of the mutual holding company or the reorganizing
				savings bank.
7. The proposed
				issuance complies with all other applicable laws.
(c) In determining whether the criteria of
				par. (b) are met, the division may consider the following factors:
1. The savings bank's size, capital position
				and quality of management.
2. The
				savings bank's business objective.
3. The dollar amount and number of shares to
				be issued pursuant to the plan.
4.
				The market conditions which may affect the plan.
5. The existence of a trading market in, or
				methods of later resale or repurchase, of the stock to be issued under the
				plan.
6. Any benefits provided to
				the savings bank through employee or director incentive aspects of the
				plan.
7. The impact, if any, of the
				participation or non- participation in the offering by members of the mutual
				holding company parent of the savings bank or other shareholders.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 22 - Savings Bank Mutual Holding Companies › Section DFI-SB 22.08 - Issuance or sale of stock by savings bank subsidiaries of mutual holding companies

Current through June 24, 2024
(1) AUTHORIZED SHARES; MANDATORY FEATURES.
				The articles of incorporation of a stock savings bank subsidiary of a mutual
				holding company shall:
(a) Prescribe the
				classes of shares and the number of shares of each class that the savings bank
				is authorized to issue. If more than one class of shares is authorized, the
				articles of incorporation shall prescribe a distinguishing designation for each
				class. Before the issuance of shares of a class, the savings bank's articles of
				incorporation shall describe the preferences, limitations and relative rights
				of that class. All shares of a class shall have preferences, limitations and
				relative rights identical with those of other shares of the same class unless
				the class is divided into series.
(b) Authorize:
1. One or more classes of shares that
				together have unlimited voting rights.
2. One or more classes of shares, which may
				be the same class or classes as those with voting rights under subd. 1., that
				together are entitled to receive the net assets of the savings bank upon
				dissolution.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 22 - Savings Bank Mutual Holding Companies › Section DFI-SB 22.09 - Articles of incorporation and bylaws of mutual holding companies

Current through June 24, 2024
(1) MODEL ARTICLES
				AND BYLAWS. The articles of incorporation and bylaws of a mutual holding
				company shall be in a form approved by the division. The division may establish
				and require a specific form for the articles of incorporation or bylaws or both
				of a mutual holding company.
(2)
				FILING. Duplicate originals of the articles of incorporation and bylaws of a
				mutual holding company and any amendments to them shall be filed with and
				approved by the division.
(3)
				EFFECTIVE DATE.
(a)
Articles of
				incorporation.
The effective date of the articles of incorporation and
				amendments to them shall be the date of recording in the office of the register
				of deeds or a later date if the document provides one.
(b)
Bylaws.
The effective
				date of bylaws or any amendment to the bylaws is the date of written approval
				by the division or a later date if the document provides one.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 22 - Savings Bank Mutual Holding Companies › Section DFI-SB 22.10 - Activities of mutual holding companies

Current through June 24, 2024
(1) PERMITTED
				ACTIVITIES. A mutual holding company may:
(a)
				Invest in or acquire control of a savings bank or savings and loan association
				or their holding companies.
(b)
				Acquire a mutual savings bank or mutual savings and loan association by merger
				with an interim or existing subsidiary savings bank of the mutual holding
				company from which the mutual holding company draws members under subch. IX of
				ch. 214, Stats.
(c) With the
				consent of the division and subject to conditions as the division may
				prescribe, upon an affirmative vote of at least two-thirds of the board of each
				entity, acquire control of another mutual holding company by merging with or
				into it or by merging it with or into a subsidiary interim holding
				company.
(d) Acquire control of a
				savings bank holding company or savings and loan association holding company in
				the stock form with the written approval of the division. An acquired holding
				company may be held as a subsidiary or merged into the mutual holding
				company.
(e) Invest in or acquire
				control of any corporation which is engaged exclusively in activities approved
				by the division.
(f) Invest in
				securities a savings bank may invest in under subch. VII of ch. 214,
				Stats.
(g) Engage in activities a
				savings bank may engage in under ch. 214, Stats.
(h) Furnish or perform management services
				for a subsidiary.
(i) Hold, manage
				or liquidate assets owned by or acquired from a subsidiary.
(j) Hold or manage property which it or a
				subsidiary uses.
(k) Unless limited
				or prohibited by the division, engage in any activity that the federal reserve
				board permits a bank holding company to engage in under 12 CFR 225, subpart C.
(L) Convert itself and any savings
				bank subsidiary into a mutual savings bank under a plan, approved by the
				division, that provides that the converting mutual holding company ceases to
				engage in activities that the converted savings bank may not engage in and that
				provides that stock in a subsidiary savings bank that is not held by the
				converting mutual holding company is redeemed.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 22 - Savings Bank Mutual Holding Companies › Section DFI-SB 22.11 - Registration, reports and examinations

Current through June 24, 2024
(1) REGISTRATION OF
				MUTUAL HOLDING COMPANIES. Each mutual holding company shall register with the
				division within 90 days after becoming a mutual holding company in the manner
				and form prescribed by the division. A mutual holding company that receives the
				division's prior approval under s. DFI-SB 22.03, to become a mutual holding
				company may complete this registration requirement through submission of its
				first annual report to the division as required by sub. (2).
(2) REPORTS OF MUTUAL HOLDING COMPANIES. Each
				mutual holding company shall furnish, in the manner and form prescribed by the
				division, an annual report for the fiscal year in which it becomes a mutual
				holding company, and for each fiscal year during which it remains a mutual
				holding company. Additional information and reports shall be furnished as the
				division may require.
(3)
				EXAMINATIONS AND INSPECTIONS. The division may examine any mutual holding
				company and each of its subsidiaries and prepare a report of their operations
				and activities. The division may rely on examination reports made by the
				primary federal or state supervisor of a subsidiary financial institution of a
				mutual holding company.
This section interprets or implements s.
					 214.095,
					 Stats.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 22 - Savings Bank Mutual Holding Companies › Section DFI-SB 22.12 - Conversion or liquidation of mutual holding companies

Current through June 24, 2024
(1) CONVERSION. A
				mutual holding company may convert from mutual to stock form in accordance with
				a plan of conversion approved by the division under procedures the same as for
				the organizational conversion of a mutual savings bank under s.
				214.685,
				Stats.
(2) INVOLUNTARY LIQUIDATION.
(a) The division may file a petition with the
				federal bankruptcy court requesting the liquidation of a mutual holding company
				pursuant to
				12 USC 1467(a) (o)
				(9) and title 11, United States Code, upon:
1. The default of the resulting savings bank,
				any acquiree savings bank, or any subsidiary savings bank of the mutual holding
				company;
2. The default of the
				mutual holding company; or
3.
				Foreclosure on any pledge by the mutual holding company of subsidiary savings
				bank stock under s. DFI-SB 22.10(3).
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 22 - Savings Bank Mutual Holding Companies › Section DFI-SB 22.13 - Procedural requirements for proxies

Current through June 24, 2024
(1) SOLICITATION OF
				PROXIES. Solicitations of proxies by any person in connection with any
				membership vote required under this chapter shall be accompanied by proxy
				materials in a form appropriate, and containing the information relevant to the
				action that members are being asked to approve.
(2) USE OF EXISTING PROXIES. Whenever a
				mutual savings bank or mutual holding company is required by this chapter to
				obtain membership approval for a transaction, the savings bank or mutual
				holding company may use any existing proxy conferring general authority to vote
				on any and all matters at any meeting of members if the member granting the
				proxy has been furnished a proxy statement regarding the proposed transaction
				and the member does not revoke the proxy prior to the vote at the meeting at
				which the transaction will be considered.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 1 - Title and definitions › Section DFI-Sec 1.02 - Definitions

Current through June 24, 2024
In ch. 551, Stats., and chs.
				  DFI-Sec
				  1 to 36 and unless the context otherwise
				  requires:
(1) With respect to
				advertising as referenced in s.
				551.202(24) and
				(25), Stats., and s. DFI-Sec 2.01(4) and (5):
(a) "Publication" means:
1. Advertising printed in any newspaper,
				magazine, periodical or other publication and mailed or delivered to its
				subscribers or addressees, or communicated by radio, television or other
				electronic means, including via the internet; or
2. Seminars or meetings whose attendees have
				been invited by any general solicitation or general advertising;
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 2 - Registration exemptions and federal covered security notice filings › Section DFI-Sec 2.01 - Exempt securities

Current through June 24, 2024
(1)
(a) Any
				revenue obligation payable from payments to be made in respect of property or
				money used under a lease, sale or loan arrangement by or for a nongovernmental
				industrial or commercial enterprise, is exempted under s.
				551.201(1),
				Stats., if any of the following are met:
1.
				The enterprise is a public utility described under s.
				551.201(5),
				Stats., having securities registered under section 12 of the securities
				exchange act of 1934, or is a wholly-owned subsidiary of one or more of such
				utilities.
2. Any securities of the
				enterprise, or any securities of an unconditional guarantor of all payments
				under the lease, sale or loan arrangement, are covered securities under section
				18(b)(1) of the securities act of 1933 or are exempt under s.
				551.201(6),
				Stats.
3. A notice of the proposed
				offering is filed with the division prior to the offering, including a trust
				indenture meeting the requirements of s. DFI-Sec 3.04, an official statement or
				a prospectus meeting the requirements of s. DFI-Sec3.03 that contains financial
				statements for the enterprise and additional information as the division may
				require, and the division does not by order deny the exemption within 10 days
				of the date the notice is filed.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 2 - Registration exemptions and federal covered security notice filings › Section DFI-Sec 2.02 - Exempt transactions

Current through June 24, 2024
(1) An "isolated nonissuer transaction"
				within the meaning of s.
				551.202(1),
				Stats., means:
(a) Any sale of an outstanding
				security by or on behalf of a person not in control of the issuer or controlled
				by the issuer or under common control with the issuer and not involving a
				distribution; but if the sale is effected through a broker-dealer, the
				transaction is deemed isolated only if it is one of not more than 5 such
				transactions effected by or through the broker-dealer in this state during the
				prior 12 months; and
(b) Any sale
				of an outstanding security by or on behalf of a person in control of the issuer
				or controlled by the issuer or under common control with the issuer if the sale
				is effected pursuant to brokers' transactions in accordance with section 4 (4)
				of the Securities Act of 1933 and rule 144 thereunder; or pursuant to any other
				transaction not effected through a broker-dealer and not involving a
				distribution if the sale, including any other sales by the person of securities
				of the same class during the prior 12 months, does not exceed 1% of the
				outstanding shares or units of that class.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 2 - Registration exemptions and federal covered security notice filings › Section DFI-Sec 2.027 - Exemption for solicitations of interest prior to registration or exemption

Current through June 24, 2024
(1) A
				transaction exemption is available under s.
				551.203,
				Stats., for an offer, but not a sale, of a security made by or on behalf of an
				issuer pursuant to delivery of a written document or use of a newspaper
				publication or scripted media broadcast containing the information prescribed
				in the form in s. DFI-Sec 9.01(1) (c), for the sole purpose of soliciting an
				indication of interest from prospective purchasers in receiving a prospectus,
				private placement memorandum or equivalent disclosure document for the
				security, if the following conditions are satisfied, except to the extent that
				sub. (2) is applicable.
(a) The issuer
				intends that sales of the security be either:
1. Registered under ch. 551, Stats.;
				or
2. Exempt from registration
				under an available exemption in any subsection of s.
				551.202,
				Stats., or any exemption rule under s.
				551.203,
				Stats.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 2 - Registration exemptions and federal covered security notice filings › Section DFI-Sec 2.028 - Wisconsin issuer registration exemption by filing

Current through June 24, 2024
If all of the following conditions are met, other than any
				  condition or conditions waived by the division upon a showing of good cause, a
				  transaction registration exemption is available under s.
				  551.203,
				  Stats., for any offer or sale for cash of the equity securities of an issuer
				  having, both before and upon completion of the offering, its principal office
				  and a majority of the full-time employees located in this state:
(1) The securities are sold to not more than
				100 persons in this state, excluding:
(a)
				Persons described in s.
				551.102(11),
				Stats., and rules thereunder, and in s.
				551.202(13)
				(am), Stats.;
(b) Members of the immediate family of an
				executive officer or director of the issuer who have the same permanent
				residence as the officer or director.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 2 - Registration exemptions and federal covered security notice filings › Section DFI-Sec 2.029 - Federal regulation D rule 505 exemption by filing

Current through June 24, 2024
(1) Any offer or
				sale of securities made in reliance on the exemption provided by Rule 505 of
				Regulation D under the Securities Act of 1933 and the conditions and
				definitions provided by Rules 501 to 503 thereunder constitutes a transaction
				exempt from registration under s.
				551.203,
				Stats., if the offer or sale also satisfies the additional conditions and
				limitations in sub. (2) to (6).
(2)
				No commission or other remuneration may be paid or given, directly or
				indirectly, to any person for soliciting or selling to any person in this state
				in reliance on the exemption under sub. (1), except to broker-dealers and
				agents registered in this state or exempt from registration under s.
				551.401(2)
				or
				551.402(2),
				Stats.
(3)
(a) Unless the cause for disqualification is
				waived under par. (b) 2., no exemption under sub. (1) is available for the
				securities of an issuer unless the issuer did not know and in the exercise of
				reasonable care could not have known that any of the following applies to any
				of the persons described in
				17 CFR 230.262(a),
				(b), or (c):
1. The person has filed a registration
				statement which is the subject of an effective order entered against the
				issuer, its officers, directors, general partners, controlling persons or
				affiliates thereof, pursuant to any state's law within 5 years before the
				filing of a notice required under sub. (4) denying effectiveness to, or
				suspending or revoking the effectiveness of, the registration
				statement.
2. The person has been
				convicted of any felony or misdemeanor in connection with the offer, sale or
				purchase of any security or franchise, or any felony involving fraud or deceit,
				including but not limited to forgery, embezzlement, obtaining money under false
				pretenses, larceny or conspiracy to defraud.
3. The person is subject to an effective
				administrative order or judgment entered by a state securities administrator
				within 5 years before the filing of a notice required under sub. (4), which
				prohibits, denies or revokes the use of any exemption from securities
				registration, which prohibits the transaction of business by the person as a
				broker-dealer or agent, or which is based on fraud, deceit, an untrue statement
				of a material fact or an omission to state a material fact.
4. The person is subject to any order,
				judgment or decree of any court entered within 5 years before the filing of a
				notice required under sub. (4), temporarily, preliminarily or permanently
				restraining or enjoining the person from engaging in or continuing any conduct
				or practice in connection with the offer, sale or purchase of any security, or
				the making of any false filing with any state.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 2 - Registration exemptions and federal covered security notice filings › Section DFI-Sec 2.03 - Exemption proceedings

Current through June 24, 2024
(1) If a notice is required to be filed in
				order to seek to claim registration exemption status pursuant to s.
				551.201,
				551.202,
				Stats., or rule or order under s.
				551.203,
				Stats., the notice shall consist of a copy of any prospectus, circular or other
				material to be delivered to offerees, the fee prescribed by s. DFI-Sec 7.01(2),
				and a cover letter describing how the offering will meet all the requirements
				for use of the exemption sought to be utilized.
(2) If any information is reasonably required
				by the division prior to the effective date of an exemption, in connection with
				the examination of any notice filed pursuant to s.
				551.201,
				551.202,
				Stats., or rule or order under s.
				551.203,
				Stats., the notice is not deemed filed until the information so required is
				filed with the division.
(3) An
				order of the division disallowing an exemption with respect to a specified
				security or transaction pursuant to s.
				551.201,
				551.202,
				Stats., or rule or order under s.
				551.203,
				Stats., has the same effect as an order denying or revoking an exemption
				pursuant to s.
				551.204,
				Stats.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 2 - Registration exemptions and federal covered security notice filings › Section DFI-Sec 2.04 - Federal covered security notice filings

Current through June 24, 2024
(1)
(a) With respect to a federal covered
				security referred to in s.
				551.302(1)
				(a), Stats., unless the security is
				registered or exempt from registration under s.
				551.201,
				551.202,
				Stats., or rule or order under s.
				551.203,
				Stats., the issuer or a person acting on behalf of the issuer shall file with
				the division not later than the initial offer of the security in this state, a
				consent to service of process signed by the issuer and the notice filing fee
				prescribed under s. DFI-Sec 7.01(2) (d). If a completed Form NF as prescribed
				in s. DFI-Sec 9.01(1) (d) is included with the consent to service of process
				and the notice filing fee, the issuer need not also include with the filing
				copies of any documents that are part of the registration statement filed under
				the securities act of 1933, although the division may at a later time require
				the filing of a copy of any document that is part of the registration statement
				filed under the securities act of 1933.
(b) After the initial offer in this state of
				a federal covered security referred to in s.
				551.302(1)
				(a), Stats., if the issuer files an amendment
				to its registration statement with the U.S. securities and exchange commission
				under the securities act of 1933 that relates either to a name change of the
				issuer, or to a change in the designation of the federal covered security, the
				issuer or a person acting on behalf of the issuer shall file with the division
				concurrent with the federal filing, a fee of $200, which shall be accompanied
				by a copy of each amendment-related document filed with the U.S. securities and
				exchange commission unless the issuer files with the division a completed Form
				NF as prescribed in s. DFI-Sec 9.01(1) (d). The division may at a later time
				require the filing of a copy of any document relating to the amendment filed
				under the securities act of 1933.
(c) A unit investment trust or closed-end
				investment company may extend the offering of its securities beyond a one-year
				period pursuant to s.
				551.302(1)
				(c), Stats., by filing a notice of extension
				not less than 30 days prior to the end of one year from the date of filing of
				the initial notice with the division, or an extension notice filed under this
				paragraph, whichever is most recent. A notice shall consist of a copy of an
				updated Form NF as prescribed in s. DFI-Sec 9.01(1) (d), together with a fee of
				$200, and at the option of the filing party, a cover letter identifying the
				most recent prior filing status with the division for the issuer's
				securities.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 3 - Registration requirements and procedures › Section DFI-Sec 3.01 - Registration by coordination

Current through June 24, 2024
A registration statement under s.
				  551.303,
				  Stats., shall be submitted on Form U-1, shall contain the following information
				  and be accompanied by the following documents in addition to the information
				  specified in ss.
				  551.303(2)
				  and
				  551.305,
				  Stats.:
(1)
(a) If the security to be registered is a
				note, bond, debenture or other evidence of indebtedness, a trust indenture
				meeting the requirements of s. DFI-Sec 3.04, unless the requirement to furnish
				a trust indenture relating to the securities is waived by the division for good
				cause shown; and
(b) Any other
				information or copies of any documents required to be filed under form
				U-1.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 3 - Registration requirements and procedures › Section DFI-Sec 3.02 - Registration by qualification

Current through June 24, 2024
(1) A registration
				statement under s.
				551.304(2),
				Stats., shall be submitted on Form U-1, shall contain the information
				prescribed in ss.
				551.304(2)
				and
				551.305,
				Stats., and if the security to be registered is a note, bond, debenture or
				other evidence of indebtedness, a trust indenture meeting the requirements of
				s. DFI-Sec 3.04, unless the requirement to furnish a trust indenture relating
				to the securities is waived by the division for good cause shown.
(2) The division may permit the omission of
				the filing of any information or document required under s.
				551.304(2),
				Stats., if the division determines that the information or document is not
				required for the protection of investors.
(3) Any information required under sub. (1)
				may be included in a prospectus meeting the requirements of s. DFI-Sec 3.03, if
				a cross-reference table is filed showing where the information appears in the
				prospectus.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 3 - Registration requirements and procedures › Section DFI-Sec 3.03 - Prospectus requirements

Current through June 24, 2024
(1) As a condition of registration, a
				prospectus, offering circular, or similar document meeting the requirements of
				subs. (2), (3), (4) and (5) shall be sent or given to each person to whom an
				offer is made by or for the account of the issuer or any other person on whose
				behalf the offering is made, or by any underwriter or broker-dealer who is
				offering part of an unsold allotment or subscription as a participant in the
				distribution. The document may be sent or given in hard copy form, or may be
				provided in compliance with applicable federal requirements for electronic
				delivery of prospectuses. The document shall be sent or given either before or
				concurrently with the earlier of any of the following:
(a) Any written offer made to the person,
				otherwise than by means of public advertisement;
(b) Confirmation of any sale to the
				person;
(c) Payment pursuant to any
				sale to the person; or
(d) Delivery
				of the security pursuant to any sale to the person.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 3 - Registration requirements and procedures › Section DFI-Sec 3.04 - Trust indenture requirements

Current through June 24, 2024
Trust indentures required under ch. 551, Stats., and chs.
				  DFI-Sec
				  1 to
				  9, shall meet the requirements
				  of the trust indenture act of 1939, whether or not exempt under that act,
				  unless the division otherwise permits or requires.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 3 - Registration requirements and procedures › Section DFI-Sec 3.05 - Registration proceedings

Current through June 24, 2024
(1) If any information is reasonably required
				by the division prior to the effective date of a registration statement filed
				under s.
				551.303
				or
				551.304,
				Stats., in connection with the examination of such registration statement, the
				registration statement is deemed filed when the information so required is
				filed with the division.
(2) Any
				registration statement which a registrant fails to complete or withdraw within
				one year from the date of filing shall be deemed materially incomplete under s.
				551.306(1)
				(a), Stats., and the division may issue a
				stop order denying effectiveness to such registration statement.
(3) The division may institute a proceeding
				under s.
				551.306,
				Stats., and may issue a stop order suspending or revoking the effectiveness of
				any registration statement filed under s.
				551.303
				or
				551.304,
				Stats., at any time during the period that the registration statement is
				effective and within one year thereafter.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 3 - Registration requirements and procedures › Section DFI-Sec 3.06 - Amendment of registration statements

Current through June 24, 2024
(1) All
				applications for amendment of a registration statement shall be filed in the
				form prescribed by the division.
(2) A registration statement relating to
				securities issued by a finance company registered under s.
				138.09, Stats.,
				may be amended after its effective date so as to increase the specified amount
				of securities proposed to be offered in this state.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 3 - Registration requirements and procedures › Section DFI-Sec 3.07 - Extension of registration statements

Current through June 24, 2024
(1) Application for
				an extension of the offering period of a registration statement, except one
				relating to securities of a finance company registered under s.
				138.09, Stats.,
				shall be filed in the form prescribed by the division not less than 30 days
				prior to the end of one year from the effective date of the registration
				statement or an extended period of effectiveness for the registration
				statement, whichever is most recent. The application shall be accompanied by a
				prospectus updated in accordance with s. DFI-Sec 3.03(6), a balance sheet of
				the issuer as of the end of its most recent fiscal year, and a comparative
				statement of income and changes in financial position and analysis of surplus
				for each of the 3 most recent fiscal years (or for the period of the issuer's
				and any predecessor's existence if less than 3 years), all meeting the
				requirements of s. DFI-Sec 7.06, provided that if the date of any of the above
				financial statements is more than 120 days (180 days with respect to a
				corporation organized and operated not for private profit but exclusively for
				religious, educational, benevolent or charitable purposes) prior to the date of
				the extension of the registration statement, the statements shall be updated
				(which may be done without audit) to within the 120-day or 180-day requirement
				above. If no order specifying a different effectiveness period is in effect,
				renewal of the registration statement becomes effective on the day on which the
				prior registration statement expires or at such earlier time as the division
				determines.
(2) A registration
				statement relating to securities of a finance company registered [licensed]
				under s.
				138.09, Stats.,
				is deemed to include an application for the continuous offering of the
				securities. The offering period of the registration statement is automatically
				extended until it is permitted to be withdrawn or the division issues a stop
				order suspending or revoking its effectiveness pursuant to s.
				551.306,
				Stats., if the issuer files with the division not less than annually during the
				offering period, within 120 days of the end of its fiscal year, a prospectus
				updated in accordance with s. DFI-Sec 3.03(6), a balance sheet of the issuer as
				of the end of the fiscal year, and a statement of income and change in
				financial position and analysis of surplus of the issuer for the fiscal year
				meeting the requirements of s. DFI-Sec 7.06.
The correct word is shown in brackets.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 3 - Registration requirements and procedures › Section DFI-Sec 3.08 - Periodic reports

Current through June 24, 2024
Each issuer or registrant of securities registered under s.
				  551.304,
				  Stats., shall file with the division such additional reports of sales and
				  financial statements as may be specified by order, and shall furnish the
				  division with written notice within 30 days after the happening of any material
				  event affecting the issuer or the securities registered.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 4 - Registration of broker-dealers and agents › Section DFI-Sec 4.01 - Registration procedure

Current through June 24, 2024
(1)
(a)
				Applications for initial and renewal registrations of broker-dealers and
				agents, as well as amendments, reports, notices, related filings and fees,
				shall be filed with:
1. The division on forms
				prescribed by the division in s. DFI-Sec 9.01(1); or
2. The central registration depository of the
				financial industry regulatory authority as developed under contract with the
				North American securities administrators association, on forms established for
				the central registration depository.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 4 - Registration of broker-dealers and agents › Section DFI-Sec 4.02 - Net capital requirements and aggregate indebtedness limitations

Current through June 24, 2024
(1) Every
				broker-dealer, whether or not subject to rule 15c3-1 of the securities exchange
				act of 1934, shall maintain net capital in such minimum amounts as are
				designated in that rule for the activities to be engaged in by the
				broker-dealer in this state.
(2)
				The aggregate indebtedness of each broker-dealer to all other persons shall not
				exceed the levels prescribed under rule 15c3-1 of the securities exchange act
				of 1934.
(3) If a broker-dealer is
				an individual, the person shall segregate from personal capital an amount
				sufficient to satisfy the net capital requirement, and the amount so segregated
				shall be utilized solely for the business for which the broker-dealer is
				registered.
(4) The division may by
				order exempt any broker-dealer from the provisions of this subsection, either
				unconditionally or upon specified conditions, if by reason of the
				broker-dealer's membership on a national securities exchange or the special
				nature of its business and its financial position, and the safeguards that have
				been established for the protection of customers' funds and securities, the
				provisions are not necessary in the public interest or for the protection of
				investors.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 4 - Registration of broker-dealers and agents › Section DFI-Sec 4.03 - Broker-dealers' records

Current through June 24, 2024
(1) Every registered broker-dealer shall
				prepare and keep current at its principal office the books and records as
				described in rules 17a-3 and 17a-4 under the securities exchange act of
				1934.
(2) Every registered
				broker-dealer shall preserve the records required under sub. (1) according to
				the schedule provided in rule 17a-4 under the securities exchange act of 1934
				in compliance with the requirements of the U.S. securities and exchange
				commission concerning preservation and microfilming of records or other means
				of retention of records.
(3) Every
				branch office of a registered broker-dealer, as defined under s. DFI-Sec
				1.02(7), shall prepare and keep current the branch office books and records as
				described in rule 17a-3(f) under the securities exchange act of 1934.
(4) Every registered broker-dealer shall
				preserve the branch office records required under sub. (3) according to the
				schedule provided in rule 17a-4(k) under the securities exchange act of 1934 in
				compliance with the requirements of the U.S. securities and exchange commission
				concerning preservation and microfilming of records or other means of retention
				of records.
(5) This section does
				not require a registered broker-dealer to make and keep such records of
				transactions cleared for the licensee [registrant] by another broker-dealer as
				are customarily made and kept by the clearing broker-dealer.
(6) The division may by order exempt any
				broker-dealer from all or part of the requirements of this section, either
				unconditionally or upon specified conditions, if by reason of the special
				nature of its business, the division finds the issuance of the order is
				necessary or appropriate in the public interest or for the protection of
				investors.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 4 - Registration of broker-dealers and agents › Section DFI-Sec 4.04 - Reporting requirements

Current through June 24, 2024
(1)
(a)
				Except as provided in pars. (b) and (c), each broker-dealer shall file annually
				with the division within 60 days from the end of its fiscal year a copy of its
				annual financial statement in the form specified in rule 17a-5 under the
				securities exchange act of 1934, accompanied by a computation of its net
				capital using the formula specified in rule 15c3-1 under the securities
				exchange act of 1934.
(b) The
				filing requirement in par. (a) is not applicable to any broker-dealer
				registered under the securities exchange act of 1934 if the broker-dealer is
				not delinquent in the filing of its annual financial statements with the U.S.
				securities and exchange commission under rule 17a-5 of the securities exchange
				act of 1934.
(c) The deadline
				established under par. (a) for a broker-dealer to file its annual financial
				statement shall be extended for an additional 30 days upon the broker-dealer
				filing with the division before the deadline date, a written request for an
				additional 30 days to file its annual financial statement.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 4 - Registration of broker-dealers and agents › Section DFI-Sec 4.05 - Practice rules

Current through June 24, 2024
(1)
(a)
				Except as provided in pars. (b) and (c), each broker-dealer shall give or send
				to the customer a written confirmation, promptly after execution of, and before
				completion of, each transaction. The confirmation shall set forth the
				information prescribed in rule 10b-10 of the securities and exchange act of
				1934 and whether the transaction was unsolicited.
(b) A broker-dealer engaged solely in the
				offer and sale of securities issued by open-end investment companies, face
				amount certificate companies or unit investment trusts registered under the
				investment company act of 1940 is not required to give or send a written
				confirmation under par. (a), provided that the issuer gives or sends a written
				confirmation directly to the customer for the transaction.
(c) A broker-dealer engaged solely in the
				offer and sale of interests in direct participation programs is not required to
				give or send a written confirmation under par. (a), provided that a customer
				subscribing to purchase an interest in a direct participation program is
				provided immediately upon subscription with a copy of the subscription
				agreement entered into and the issuer gives or sends a written confirmation
				directly to the customer for the transaction.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 4 - Registration of broker-dealers and agents › Section DFI-Sec 4.07 - Registration period

Current through June 24, 2024
(1) The registration of an agent is not
				effective during any period when any of the following apply:
(a) The broker-dealer that the agent
				represents is not registered.
(b)
				When the securities of the issuer that the agent represents are not subject to
				an effective registration statement or an effective exemption, or upon
				termination of the offering.
(c)
				The agent's status with the financial industry regulatory authority or a
				national securities exchange is deficient for failure to meet continuing
				education requirements.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 4 - Registration of broker-dealers and agents › Section DFI-Sec 4.08 - Withdrawal of registrations

Current through June 24, 2024
(1) An application
				for withdrawal from the status of a registered broker-dealer under s.
				551.409,
				Stats., shall be filed by the registrant on Form BDW with the central
				registration depository. If the registrant has any open customer accounts in
				this state, the settlement of those accounts is a condition of its withdrawal.
				Additional information may be required by the division and withdrawal is not
				effective until electronically noticed through the central registration
				depository.
(2) An application for
				withdrawal from the status of a registered agent shall be filed by the
				broker-dealer or issuer which the agent represents within 30 days of the
				termination of the agent's employment on Form U-5 prescribed in s. DFI-Sec
				9.01(1), together with any additional information required by the
				division.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 4 - Registration of broker-dealers and agents › Section DFI-Sec 4.09 - Denial, suspension, revocation and censure

Current through June 24, 2024
(1) Any order
				denying, suspending or revoking the registration of a broker-dealer or agent or
				censuring a registrant may include such other sanctions as the division finds
				appropriate.
(2) For purposes of s.
				551.412(1),
				Stats., the public interest or protection of investors does not require a
				showing of ongoing harm to summarily deny an application for a registration as
				a broker-dealer or agent.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 4 - Registration of broker-dealers and agents › Section DFI-Sec 4.10 - Registration exemptions

Current through June 24, 2024
(1) For purposes of ss.
				551.401(2)
				(h) and
				551.402(2)
				(i), Stats., a broker-dealer or agent is
				exempt from the registration requirement if the broker-dealer's or agent's only
				transactions effected in this state are with:
(a) This state or any of its agencies or
				political subdivisions or the state investment board.
(b) The federal government or any of its
				agencies or instrumentalities.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 5 - Registration and notice filing procedures for investment advisers, federal covered investment advisers, and investment adviser representatives › Section DFI-Sec 5.01 - Registration procedure

Current through June 24, 2024
(1) Applications for initial and renewal
				registration of investment adviser and investment adviser representatives, as
				well as amendments, reports, notices, related filings and fees, shall be filed
				with:
(a) The division on forms prescribed by
				the division in s. DFI-Sec 9.01(1); or
(b) The investment adviser registration
				depository on forms established for the investment adviser registration
				depository.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 5 - Registration and notice filing procedures for investment advisers, federal covered investment advisers, and investment adviser representatives › Section DFI-Sec 5.02 - Net worth requirement

Current through June 24, 2024
(1) Each investment adviser registered or
				required to be registered under ch. 551, Stats., whose principal office is in
				this state and who accepts prepayment of fees exceeding $1,200 per client that
				are collected six or more months in advance, shall maintain at all times a
				positive net worth. The division may require that a current appraisal be
				submitted in order to establish the worth of any asset.
(2) Except as follows, each investment
				adviser registered or required to be registered under ch. 551, Stats., whose
				principal office is in this state who has custody of client funds or securities
				shall maintain at all times a minimum net worth of $35,000:
(a) Investment advisers having custody solely
				as a result of a direct fee deduction, as described in s. DFI-Sec 5.035(4) (a)
				2., who comply with all of the conditions in s. DFI-Sec 5.035(1) (f), and who
				make and maintain the records required in s. DFI-Sec 5.035(3) (b), shall not be
				required to comply with the net worth requirement in this subsection.
(b) Investment advisers having custody solely
				as a result of advising pooled investment vehicles, as defined in s. DFI-Sec
				5.035(4) (a) 3., who comply with all of the conditions in s. DFI-Sec 5.035(1)
				(g) or (2) (c) and who create and maintain the records required in s. DFI-Sec
				5.035(3) (c), shall not be required to comply with the net worth requirement in
				this subsection.