AB 228

In 1969, this state enacted the Wisconsin Uniform Securities Law (WUSL),

effective January 1, 1970, based upon the Uniform Securities Act of 1956, with some

modifications. In 2008, the WUSL was recodified, effective January 1, 2009, based

on the Uniform Securities Act of 2002, with some modifications.

Under current law, a person may not offer or sell any security in this state

unless the security is registered with the Division of Securities in the Department

of Financial Institutions (division), the security or transaction is exempt from

registration, or the security is a federal covered security. Certain notice filing

requirements may apply to federal covered securities. A "security" is defined broadly

under the WUSL and includes stocks, notes, bonds, investment contracts, limited

partnership interests, and certain other financial interests.

Under current law, certain securities are exempt from registration with the

division, including: securities of the United States, a state or political subdivision

of a state, or a foreign government; securities of a federally insured financial

institution, an insurance company, a public utility, or a common carrier; securities

listed, or approved for listing, on a securities exchange; and securities of certain

religious or charitable nonprofit organizations. Another category of securities

exempt from registration is: "A member's or owner's interest in, or a retention

certificate or like security given in lieu of a cash patronage dividend issued by, a

cooperative organized and operated as a nonprofit membership cooperative under

the cooperative laws of a state, but not a member's or owner's interest, retention

certificate, or like security sold to persons other than bona fide members of the

cooperative."

This bill modifies the securities registration exemption for cooperatives by

replacing the foregoing language with the following: "Any securities of a cooperative

corporation" or unincorporated cooperative association organized under this state's

statutes. This language is similar to the language applicable prior to the 2007

recodification of the WUSL.