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Broker-Dealer Registration Packet (Non-FINRA Members Only) - Pennsylvania
| Broker-Dealer Registration Packet (Non-FINRA Members Only) Form. This is a Pennsylvania form and can be used in Securities Blue Sky Department Of State . |
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BRO R-DE ER OKE EALE RE EGIST TION PAC T TRAT N CKET (N -FINR MEMB S ON NON RA M BERS NLY) American LegalNet, Inc. www.FormsWorkFlow.com DEPARTMENT OF BANKING AND SECURITIES 17 N. SECOND STREET MARKET SQUARE PLAZA, SUITE 1300 HARRISBURG, PA 17101 Filing Requirements: 3/15/2013 PENNSYLVANIA BROKER-DEALER REGISTRATION REQUIREMENTS (NON-FINRA MEMBER FIRMS ONLY) Contact: Robyn L. Galloway (717) 783-4211 GENERAL INSTRUCTIONS & FILING REQUIREMENTS: 1. Provide one copy of the Uniform Form BD (as on file with the U.S. Securities and Exchange Commission) with original signatures and original notarizations on the execution page. $500.00 Broker-Dealer Filing Fee (Checks must be made payable to the "Commonwealth of Pennsylvania.") Provide the effective date of Applicant's registration with the U.S. Securities and Exchange Commission under Section 15 of the Securities Exchange Act of 1934. Do you plan to perform investment advisory activity in Pennsylvania [Affirmative response to Form BD item 10.S.] as part of your broker-dealer registration? If the response is negative, submit an undertaking, signed by an officer of the Applicant, stating that the Applicant will not engage in investment advisory activity in Pennsylvania. Transactions with Pennsylvania residents can only be effected by registered agents. This would include all officers and/or principals of the firm acting in the capacity of agents for the firm. Page 2 of 31 American LegalNet, Inc. www.FormsWorkFlow.com 2. 3. 4. 5. Therefore, NON-FINRA member firms must file the following on behalf of proposed agents directly with the Securities Licensing Division of the Department of Banking and Securities ("Department"): a. b. c. Complete Form U-4 with original manual signatures; $120.00 Agent Filing Fee (per agent); Passing results of: (1) The Uniform Securities Agent State Law Examination (Series 63); and The appropriate securities examination for representatives (agents) based on "Plan of Business" (2) Both of the above examinations are administered by FINRA. 6. Provide a statement identifying that your firm does not do business with the public in Pennsylvania or a statement identifying that your firm does do business with the public in Pennsylvania and furthermore, identify the types of clients in Pennsylvania, i.e., institutional investor(s), non-institutional investor(s), or both institutional and non-institutional investor(s). 7. Provide Applicant's Minimum Net capital requirements with their SRO or Minimum Net Capital Requirement under SEC Net Capital Rule 15c3-1, as applicable. Does any individual who represents the firm in effecting purchases or sales of securities in the state receive compensation for such activity? (See attachment for definition of "agent" as defined in Section 102(c)) of the Pennsylvania Securities Act of 1972). If your response is in the affirmative, registration as an agent is required unless the agent meets the requirements of the exemption contained in 64 Pa. Code §302.064 summarized below: 8. Page 3 of 31 American LegalNet, Inc. www.FormsWorkFlow.com a. The agent's only customers are broker-dealers which are registered either with the U.S. Securities and Exchange Commission or registered with the Department, and The agent is not subject to a currently effective order of the Department denying, suspending or revoking registration or any other order of the Department barring the individual from any form of relationship with a registered broker-dealer, investment adviser, or agent. The agent is representing a broker-dealer which is a member of a National securities exchange registered with the SEC. b. c. If all the above requirements are not met, then see Item 5. SUPPLEMENTAL REQUIREMENTS: 9. In the event your filing contains deficiencies, you will receive a letter identifying such deficiencies with a request that appropriate information be filed with this agency within 60 days from receipt of the letter. Where Form BD is required to be amended, file all amended pages in full and circle the number of the item being changed. Each amendment must include a new execution page with original signatures and original notarizations. 64 Pa. Code §303.041(b) (copy enclosed) requires notification if net capital falls below minimum requirements. immediate 10. 11. 12. Registered broker-dealers, who desire to withdraw their registrations in Pennsylvania, must file Form BDW directly with this agency. The annual renewal date is December 31 of each year. All NON-FINRA member firms will receive a renewal application which must be returned to the Department with the appropriate renewal fees. 13. Page 4 of 31 American LegalNet, Inc. www.FormsWorkFlow.com ENCLOSURES: Pa. Securities Act of 1972 Section 102(c). Definition of Agent Section 102(e). Definition of Broker-Dealer Section 301. Registration Requirement Section 302. Exemptions 64 Pa. Code §303.011 §303.013 §303.031 §303.041 §304.011 §304.021 §305.019 §604.020 Broker-Dealer registration procedures Agent registration procedures Examination requirement for agents Broker-Dealer capital requirements Broker-Dealer required records Broker-Dealer required financial reports Dishonest and unethical practices Broker-dealers, investment advisers, broker-dealer agents and investment adviser representatives using the Internet for general dissemination of information on products and services statement of policy Page 5 of 31 American LegalNet, Inc. www.FormsWorkFlow.com Section 102. (c) "Agent" means any individual, other than a broker-dealer, who represents a broker-dealer or issuer in effecting or attempting to effect purchases or sales of securities. "Agent" does not include: (i) an individual who represents an issuer in effecting transactions in securities exempted by section 202, transactions exempted by section 203 or transactions in a covered security described in sections 18(b)(3) and (4)(D) of the Securities Act of 1933 (48 Stat. 74, 15 U.S.C. § 77r) if no compensation is paid or given directly or indirectly for soliciting any person in this State in connection with any of the foregoing transactions; (ii) an individual who represents a broker-dealer in effecting transactions in this State, which transactions are limited to those described in section 15(h)(2) of the Securities Exchange Act of 1934 (48 Stat. 881, 15 U.S.C. §78o(h)(2)); and (iii) an individual who has no place of business in this State if he effects transactions in this State exclusively with brokerdealers. E
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