CHAPTER 551
WISCONSIN UNIFORM SECURITIES LAW
SUBCHAPTER I
TITLE AND DEFINITIONS
SUBCHAPTER II
REGISTRATION OF SECURITIES
551.21 Registration requirement.
551.22 Exempt securities.
551.23 Exempt transactions.
551.24 Exemption proceedings.
551.25 Registration by coordination.
551.26 Registration by qualification.
551.27 General registration provisions.
551.28 Denial, suspension and revocation of registrations.
SUBCHAPTER III
LICENSING OF BROKER-DEALERS, AGENTS AND INVESTMENT ADVISERS
551.31 Licensing requirement.
551.32 Licensing procedure.
551.33 Post-licensing provisions.
551.34 Denial, suspension and revocation of licenses.
SUBCHAPTER IV
FRAUDULENT PRACTICES
551.41 Sales and purchases.
551.42 Market manipulation.
551.43 Broker-dealer activities.
551.44 Advisory activities.
SUBCHAPTER V
GENERAL PROVISIONS
551.52 Fees and expenses.
551.54 Misleading filings.
551.55 Unlawful representations.
551.56 Investigations and subpoenas.
551.58 Criminal penalties.
551.59 Civil liabilities.
551.60 Miscellaneous powers.
551.605 Administrative assessments; investor education.
551.61 Hearings and judicial review.
551.62 Stay of proceedings.
551.63 Rules, forms and orders.
551.64 Administrative files and opinions.
551.65 Service of process.
TITLE AND DEFINITIONS
551.01
551.01
Short title. This chapter shall be known and may be cited as the "Wisconsin Uniform Securities Law".
551.02
551.02
Definitions. In this chapter, unless the context otherwise requires:
551.02(1)
(1) "Advertising" means any circular, prospectus, advertisement or other material or any communication by radio, television, pictures or similar means used in connection with a sale or purchase or an offer to sell or purchase any security.
551.02(2)
(2) "Agent" means any individual other than a broker-dealer who represents a broker-dealer or issuer in effecting or attempting to effect transactions in securities. A partner, officer or director of a broker-dealer or issuer, or a person occupying a similar status or performing similar functions, is an agent if he or she is within this definition. "Agent" does not include an individual who represents an issuer in:
551.02(2)(b)
(b) Effecting transactions exempted by
s. 551.23, other than transactions exempted under
s. 551.23 (10) or
(19) in which the individual receives a commission or other remuneration directly or indirectly for soliciting or selling to any person in this state; or
551.02(2)(c)
(c) Effecting other transactions if no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this state.
551.02(3)
(3) "Broker-dealer" means any person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. "Broker-dealer" does not include:
551.02(3)(c)
(c) A bank, savings institution or trust company, when effecting transactions for its own account or as agent under
s. 551.31 (5);
551.02(3)(d)
(d) An executor, administrator, guardian, conservator or pledgee;
551.02(3)(f)
(f) A person licensed as a real estate broker under
ch. 452 and whose transactions in securities are isolated transactions incidental to that business; or
551.02(3)(h)
(h) Other persons not within the intent of this subsection whom the division by rule or order designates.
551.02(4)
(4) "Division" means the division of securities.
551.02(5)
(5) "Fraud", "deceit" and "defraud" are not limited to common law deceit.
551.02(6)
(6) "Guaranteed" means guaranteed as to payment of principal, interest or dividends.
551.02(7)
(7) "Investment adviser" means any person who, for compensation, engages in the business of advising others, either directly or through publications, writings or electronic means, as to the value of securities or as to the advisability of investing in, purchasing or selling securities, or who, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. "Investment adviser" does not include:
551.02(7)(a)
(a) A bank, savings institution or trust company;
551.02(7)(b)
(b) A lawyer, accountant, engineer or teacher whose performance of these services is solely incidental to the practice of his or her profession;
551.02(7)(c)
(c) A broker-dealer or agent whose performance of these services is solely incidental to the conduct of his or her business as a broker-dealer or agent and who receives no special compensation for them;
551.02(7)(d)
(d) A publisher of any bona fide newspaper, news magazine or business or financial publication with a regular and paid circulation or a publisher of any securities advisory newsletter with a regular and paid circulation which does not provide advice to subscribers on their specific investment situation;
551.02(7)(f)
(f) Other persons not within the intent of this subsection whom the division by rule or order designates.
551.02(8)
(8) "Issuer" means any person who issues or proposes to issue any security and any promoter who acts for an issuer to be formed, except:
551.02(8)(a)
(a) With respect to certificates of deposit or trust certificates, "issuer" means the person performing the acts and assuming the duties of depositor, manager or trustee pursuant to the provisions of the trust or other instrument under which the security is issued; and
551.02(8)(b)
(b) With respect to certificates of interest or participation in oil, gas or mining titles or leases, "issuer" means the owner of any such title or lease who creates fractional interests therein for purposes of sale.
551.02(9)
(9) "Nonissuer" means not directly or indirectly for the benefit of the issuer.
551.02(10)
(10) "Person" means an individual, a corporation, a partnership, an association, a joint stock company, a trust where the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a government, a political subdivision of a government or any other entity.
551.02(11)(a)(a) "Sale" or "sell" includes every sale, disposition or exchange, and every contract of sale of, or contract to sell, a security or interest in a security for value.
551.02(11)(b)
(b) "Offer" or "offer to sell" includes every attempt or offer to sell or dispose of, or solicitation of an offer to purchase, a security or interest in a security for value, but does not include solicitation by a licensed broker-dealer of tentative reservations of securities which shall not be binding upon the purchaser until ratified by the purchaser after the securities may legally be sold.
551.02(11)(c)
(c) Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing is considered to constitute part of the subject of the purchase and to have been offered and sold for value.
551.02(11)(d)
(d) Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, as well as every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security of the same or another issuer, is considered to include an offer of the other security.
551.02(11)(e)
(e) The terms defined in this subsection do not include any bona fide pledge or loan of a security.
