Broker-dealer

Limited exemption. The grant of an exemption under GBL section 359-f(2) only exempts the issuer from filing the M-11 and State Notice but not the Further State Notice. Even those exempt from filing a broker-dealer statement must file the Further State Notice with DOS unless also exempt under GBL section 359-f(1).

broker-dealer

FINRA broker-dealers must register by filing Form BD through the Central Registration Depository (CRD) online portal. All correspondence to FINRA should be sent to: P.O. Box 9401, Gaithersburg MD 20898-9401. All pertinent information is received through the CRD by the New York State Department of Law.

Officers, directors, principals or partners may offer and sell securities within or from the state of New York when they are listed on Form M-1 or BD after such form is complete and filed. They do not have to register separately as salespersons. There are no test requirements for officers, directors, principals or partners of broker-dealers in New York if not applying as individual salespersons.

The Supplemental Broker-Dealer Statement (M-3) must be filed within 30 days, by issuers and non-FINRA broker-dealers when the following changes occur (filing fee $30. The fee is made payable to the New York State Department of Law):

In the Matter of Interpretation of RSA 421-B:2, IX (11/16/1993) - interpretation of RSA 421-B:2, IX that addresses the exclusion from the definition of "investment adviser" for broker-dealers who provide investment advisory services that are "solely incidental" to their broker-dealer business. Defines the scope of the exclusion.

Re: Request for Information, Liquidating Transactions (01/22/2002) - New Hampshire does not have de minimis provisions allowing a limited number of liquidating transactions; all such transactions must be handled by a licensed broker-dealer.

Re: No-Action Position Relative to Broker-Dealer Information Storage Using Optical Storage Technology (09/27/1995) - Bureau will not take enforcement action for storage of broker-dealer records using an optical storage device.

Generally speaking, broker-dealers are persons that act as securities dealers or brokers or perform both functions. A broker is an individual or firm who acts as an intermediary between a buyer and seller, usually charging a commission. A dealer is any person in the business of buying and selling securities for his or her own account, through a broker or otherwise.

Code Section 25200 also contains the de minimis standard that exempts a broker-dealer from the licensure requirement if the first three conditions listed above are true and the broker-dealer has no more than 15 other customers having an existing account with the broker-dealer.

An agent or registered representative, sometimes referred to as a broker, is defined in Code Section 25003 and means any individual, other than a broker-dealer or a partner of a Licensed broker-dealer, who represents a broker-dealer or who for compensation represents an issuer in effecting or attempting to effect purchases or sales of securities in this state. (This is not a complete definition. See Section 25003). An agent is an employee of the broker-dealer and is subject to the supervision and control of the broker-dealer.

Upon employment of an individual as an agent, a broker-dealer should obtain a properly executed Form U-4, evidence that such agent meets the qualification requirements of CCR 260.217, and ascertain (by investigation) the character, business reputation and experience of any individual, prior to executing any transaction on behalf of the broker-dealer. Evidence of compliance with CCR 260.217 and investigation of the agent, should be maintained as a part of the records of the broker-dealer as required by CCR 260.241.

Fees(a) The filing fee for each reported agent is $25. If the broker-dealer registers its agents with FINRA, the fee is sent directly to CRD. There is a $25 annual renewal fee for an agent.(b) The processing fee for each fingerprint submission is $20.

The Broker-Dealer and Investment Adviser Division (BDIA) is an operational division under the California DFPI Commissioner. BDIA is headed by a Deputy Commissioner and is responsible for the licensing and regulation of broker-dealers, broker-dealer agents, investment advisers, and investment adviser representatives pursuant to the Corporate Securities Law of 1968.

BDIA has regulatory examination authority under California Corporations Code Section 25241 to conduct reasonable periodic, special, or other examinations by the commissioner, of its broker-dealer and investment adviser licensees for the protection of investors and in the public interest. Examinations are conducted at the licensed location. BDIA may also conduct a regulatory examination for cause at any time.

The PCAOB hosts forums to provide registered audit firms access to timely information. Forums on Auditing in the Small Business Environment provide updates about PCAOB activities to registered firms that audit public companies considered to be small businesses. Forums for Auditors of Broker-Dealers are primarily designed to share information with registered firms that audit broker-dealers. Forums provide attendees with an opportunity to learn more about the work of the Board and current issues impacting the relevant sector of the auditing profession.

A broker-dealer firm, already a member of the Financial Industry Regulatory Authority (FINRA), wanting to do business in Oregon must apply through the Central Registration Depository (CRD) system by filing an amended Form BD showing Oregon is being added as a licensed jurisdiction.

You must also provide at least one person who will be licensed to transact business in Oregon. Any broker-dealer that is not a member of FINRA must send all of the described documents, fees, and information directly to the division.

There is no de minimus exemption for broker-dealers. A broker-dealer and its associated person would be subject to penalties for doing business before becoming licensed or exempted from licensing in Oregon.

Individuals associated with a FINRA broker-dealer must file a Form U-4 through the CRD system that shows Oregon as a licensed jurisdiction. The fee will be withdrawn from the broker-dealer's CRD account. Individuals associated with a non-FINRA broker-dealer must send a manually-signed Form U-4 directly to the division along with the fees.

Initial application. The application for initial licensure pursuant to Section 16406(1) of the Act shall be made by a broker-dealer completing Form BD or an agent completing Form U4, in accordance with the form instructions, and by filing the form with the Central Registration Depository (the"CRD").

Broker-Dealer For broker-dealer applicants, the CRD will deduct the $250.00 license fee from the firm's account and forward it to the Office along with an electronic application for licensing. Upon receipt of the Form BD application, the Office will review the CRD information on the firm and the individuals listed on Schedules A and B. If further information is required, the Office will send a letter to the broker-dealer requesting additional documentation.

Agents A broker-dealer seeking to license an agent should contact FINRA for instructions. For agent applicants, the CRD will deduct the $50.00 license fee from the firm's account and forward it to the Office along with an electronic application for licensing. Upon receipt of the Form U4 application, the Office will review the individual's CRD information. If further information is required, the Office will send a letter to the broker-dealer requesting additional documentation.

Rule Chapter 511: Change of Ownership or Control of a Broker-Dealer or Investment Adviser may require broker-dealers to file a new licensing application when their ownership or control changes substantially. This chapter requires a new application when the ownership or control of a broker-dealer has changed by more than 45% within a 10-year period. Please review the full text of the rule to determine applicability and for specific filing requirements.

Registration as a foreign corporation is not a condition imposed by the Maine Uniform Securities Act for licensing as a broker-dealer. However, as a foreign corporation you may be subject to registration with the Secretary of State. Any questions concerning foreign corporation registration should be directed to:

Questions related to broker-dealer and agent licensing should be directed to Billie-Jo Pyska. Questions related to the agent training seminar should be directed to Dana Faucher. MAINE OFFICE OF SECURITIES Tel: (207) 624-8551

Applications for initial registration or renewal by a broker-dealer that is a FINRA member will not be deemed complete until the required fee and all required submissions have been filed with the Central Registration Depository and the Securities Division, including any information or documentation requested by the Division after an initial submission.

When opening an account for a foreign business or enterprise that does not have an identification number, the broker-dealer must request alternative government-issued documentation certifying the existence of the business or enterprise.

A person applying for a license as a broker-dealer in Colorado that is not registered or registering under the Federal Securities Exchange Act of 1934 ("the 34 Act") will send the application and the amendments to the application directly to the Division.

Mortgage broker-dealers whose business involves raising money from individual investors, and is not limited exclusively to placing mortgage loans with institutional investors are subject to the broker-dealer licensing requirements under the state securities laws.

NOTE: A mortgage broker-dealer whose business is limited exclusively to effecting transactions with financial institutions [as defined in section 11-51-201(6), C.R.S.] is exempt from the licensing requirements of section 11-51-401(1), C.R.S. Financial or institutional investors include depository institutions, insurance companies, investment companies, business development companies, and employee pension, profit-sharing, or benefit plans. A complete list of entities that qualify as financial and institutional investors can be found in the statute. 041b061a72