Section 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 securities, the issuer shall provide to the Internet site operator evidence that the issuer is organized under the laws of this state and is authorized to do business in this state.

(b)

1. The Internet site operator shall register with the division by filing a statement, which the administrator shall make available as an electronic document on the department of financial institutions Internet site, accompanied by the filing fee specified in s. 551.614 (1m) , that includes all of the following:

a. That the Internet site operator is a business entity organized under the laws of this state and authorized to do business in this state.

b. That the Internet site is being utilized to offer and sell securities pursuant to the exemption under s. 551.202 (26) .

c. The identity and location of, and contact information for, the Internet site operator.

d. Except as provided in subds. 2. and 4. , that the Internet site operator is registered as a broker-dealer under s. 551.401 .

2. The Internet site operator is not required to register as a broker-dealer under s. 551.401 if all of the following apply with respect to the Internet site and its operator:

a. It does not offer investment advice or recommendations.

b. It does not solicit purchases, sales, or offers to buy the securities offered or displayed on the Internet site.

c. Except as provided in sub. (3) , it does not compensate employees, agents, or other persons for the solicitation or based on the sale of securities displayed or referenced on the Internet site.

d. Except as provided in sub. (3) , it is not compensated based on the amount of securities sold, and it does not hold, manage, possess, or otherwise handle investor funds or securities.

e. Except as provided in sub. (3) , the fee it charges an issuer for an offering of securities on the Internet site is a fixed amount for each offering, a variable amount based on the length of time that the securities are offered on the Internet site, or a combination of such fixed and variable amounts.

f. It does not identify, promote, or otherwise refer to any individual security offered on the Internet site in any advertising for the Internet site.

g. It does not engage in such other activities as the division, by rule, determines are prohibited of such an Internet site.

h. Neither the Internet site operator, nor any director, executive officer, general partner, managing member, or other person with management authority over the Internet site operator, has been subject to any conviction, order, judgment, decree, or other action specified in Rule 506 (d) (1) adopted under the Securities Act of 1933 ( 17 CFR 230.506 (d) (1)) that would disqualify an issuer under Rule 506 (d) adopted under the Securities Act of 1933 ( 17 CFR 230.506 (d)) from claiming an exemption specified in Rule 506 (a) to (c) adopted under the Securities Act of 1933 ( 17 CFR 230.506 (a) to (c)).

3. If any change occurs in the information that an Internet site operator submits to the division in a statement filed under subd. 1. , the Internet site operator shall notify the division within 30 days after the change occurs.

4. The Internet site operator is not required to register as a broker-dealer under s. 551.401 if the Internet site operator is registered as a broker-dealer under the Securities Exchange Act of 1934 ( 15 USC 78o ) or is a funding portal registered under the Securities Act of 1933 ( 15 USC 77d-1 ) and the Securities and Exchange Commission has adopted rules under authority of section 3 (h) of the Securities Exchange Act of 1934 ( 15 USC 78c (h)) and P.L. 112-106 , section 304, governing funding portals. Nothing in this section requires an Internet site operator to register as a broker-dealer under the Securities Exchange Act of 1934 or as a funding portal under the Securities Act of 1933.

(c) The issuer and the Internet site operator shall maintain records of all offers and sales of securities effected through the Internet site and shall provide ready access to the records to the division, upon request. The division may access, inspect, and review any Internet site registered under this subsection as well as its records.

(2)  An issuer of a security, the offer and sale of which is exempt under s. 551.202 (26) , shall provide, free of charge, a quarterly report to the issuer's investors until no securities issued under s. 551.202 (26) are outstanding. An issuer may satisfy the reporting requirement of this subsection by making the information available on an Internet site if the information is made available within 45 days after the end of each fiscal quarter and remains available until the succeeding quarterly report is issued. An issuer shall file each quarterly report under this subsection with the division and, if the quarterly report is made available on an Internet site, the issuer shall also provide a written copy of the report to any investor upon request. The report shall contain all of the following:

(a) Compensation received by each director and executive officer, including cash compensation earned since the previous report and on an annual basis and any bonuses, stock options, other rights to receive securities of the issuer or any affiliate of the issuer, or other compensation received.

(b) An analysis by management of the issuer of the business operations and financial condition of the issuer.

(3)  If the Securities and Exchange Commission adopts rules under authority of section 3 (h) of the Securities Exchange Act of 1934 ( 15 USC 78c (h)) and P.L. 112-106 , section 304, that authorize funding portals to receive commissions without registering as broker-dealers under the Securities Exchange Act of 1934, the division shall promulgate rules authorizing Internet site operators registered with the division under sub. (1) (b) that are not registered as broker-dealers under s. 551.401 to receive commissions. The division shall ensure that its rules authorizing commissions for Internet site operators are consistent with rules adopted by the Securities and Exchange Commission. The division's rules shall also ensure that Internet site operators that do not satisfy rules adopted by the Securities and Exchange Commission have the opportunity to operate in compliance with the requirements of this section.

2013 a. 52 .