Broker-dealer
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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).
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 fingerp