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Regulation A Tier 2 Offerings

Regulation A Tier 2 Offerings

Statute:  § 551.302(1), Wis. Stats.

Used for:  Transactions made in reliance on Regulation A Tier 2 (for Offerings up to $50 million) under the Securities Act of 1933.

Note: On September 9, 2015, the Administrator of the Division signed an Order Regarding Regulation A Tier 2 Notice Filing to more specifically include federal covered securities as defined in section 18(b)(3) of the Securities Act of 1933 within § 551.302(1).

Filing Requirement:

Regulation A Tier 2 Notice Filing

    Filing fee: $200, as set forth in Rule § DFI-Sec 7.01(2)(d), as well as § DFI-Sec 2.04(1)(a) under § 551.302(1), Wis. Stats., made payable to Wisconsin DFI-Division of Securities.

    Form required: A completed Regulation A Tier 2 notice filing form or copies of all documents filed with the Securities and Exchange Commission; a consent to service of process on Form U-2 if not filing on a notice filing form.

    Exhibits required: A copy of the Offering Document may be included with the notice filing or may be emailed to

    Timing of filing: Prior to the initial offer or sale in Wisconsin.

Administrative Code: § DFI-Sec 2.04(1), Wis. Adm. Code.

Frequently asked questions:

Q: Are amendments required to be filed with the Division?

A: Yes. If the issuer files an amendment to its registration statement with the SEC that relates to either a name change of the issuer or to a change in the designation of the federal covered security, the issuer shall file a completed notice filing form or a copy of the amendment filed with the SEC, along with a fee of $200.

Q: Are annual renewals required to be filed with the Division?

A: Yes. The initial notice filing is effective for twelve months. For each additional twelve-month period in which the same offering is continued, the issuer may renew its notice filing by filing a completed notice filing marked “renewal” of a cover letter or other document requesting renewal, along with a fee of $200.

Q: Are final reports of sales required?

A: No.