Private Securities Transactions

Private securities transactions are the way most small businesses initially raise capital because they allow an entrepreneur to raise capital with minimal filings with the state. Raising capital through a securities offering does not have to be a difficult and painful experience. Private securities exemptions are designed to allow the average small business to raise modest amounts of money with no or a minimal amount of paperwork filed with the state. Wisconsin offers many different options, one of which will surely meet your needs.

While you may not have to register the securities you wish to sell, you are still subject to the anti-fraud provisions of the securities act. Also, because these offerings are not reviewed, there are restrictions on the number of investors and/or the amount of money that can be raised. But for the firm that needs smaller amounts of capital or only needs to reach a limited audience, this is the cheapest and fastest route to go.

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Raising Capital brochure

Quick Guide to Securities Exemption & Registration Procedures brochure

Wisconsin Uniform Securities Law
Chapter 551 of the Wisconsin Statutes

Chapter DFI - Section of the Wisconsin Administrative Code
containing both securities rules and franchise rules

Forms

Small Corporate Offering Registration (U-7) (Word Document)
A question-and-answer form of prospectus that meets the disclosure requirements mandated by the Wisconsin Securities Law. This link will take you to the NASAA (North American Securities Administrators Association) Help for Small Business page.

Solicitation of Interest (SOI) (PDF format)
The required form if using section DFI-Sec. 2.027, Wis. Adm. Code. (PDF format)

Form D (HTML format)
A federal form required to be filed with Sec. 551.23(19), Wis. Stats., Regulation D exemption notice filing.

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