Broker-Dealer And Securities Registration Information Sheet
Revised 7/22
Website Address:
www.ag.ny.gov
Investor Protection Bureau
28 Liberty St, 15th Floor
New York, NY 10005
(212) 416-8222
IPBreg@ag.ny.gov
Statutory Authority General Business Law (“GBL”),
Article 23-A, §359-e and § 359-f and
Supplementing Department Regulations
New York Codes, Rules and Regulations
Title 13 Part 10 Brokers, Dealers and Salespersons
I. FILING FEES
A. Issuer or Broker-Dealer Statement
• $300.00 for total offerings $500,000 or less, or
• $1,200.00 for total offerings over $500,000.
B. Salesperson Statement:
• $150
Any fee paid by check shall be made payable to New York State Department of Law and shall reference the filer’s name and file number if one has been assigned. Fees paid for FINRA members or in connection with EFD or Blue Express filings are paid through those respective systems.
IPB will now accept electronic payments through its e-Payment portal. You must include the receipt you receive from the e-Payment system (on OAG letterhead) with your submission or it may be returned. Payments due to the Department of State cannot be made through this portal.
II. ISSUERS OF SECURITIES
A. Issuers of securities not defined as covered securities include:
1. Regulation A, Tier 1 Offering, or
2. Rule 504, or
3. Other non-covered public offerings.
Such issuers shall register as Broker-Dealers by filing:
o M-11 Issuer Statement,
o Offering literature (if such documents were created for the
offering),
o State Notice and Further State Notice ($75.00 fee each) with the
Department of State (“DOS”), and
o Consent to Service of Process Form U-2 for non-resident issuer
(total fee $35.00). File with DOS*
B. Issuers of Covered Securities:
1. Federal Covered Regulation D Securities Dealers. Issuers of Rule
506 Offering, Section 18(b)(4)(F) of the Securities Act of 1933, shall
file Form D through NASAA’s EFD system at https://www.efdnasaa.org/.
2. Federal Tier 2 Securities Dealers. Issuers offering under section
18(b)(3) or (b)(4)(D)(ii) of the Securities Act of 1933 shall file
a. File Uniform-Reg-A-Tier-2-Notice-Filing-Form with the
Department of Law; and
b. Consent to Service of Process Form U-2 for non-resident
issuer (total fee $35.00) with DOS*
3. Open End Investment companies shall notice fie as Broker-Dealers
by filing:
a. File Form NF directly with the State (Total fee $1,200.00) to
New York State Department of Law. (Total fee $1,200.00)
b. Consent to Service of Process Form U-2 for non-resident
issuer (total fee $35.00) with DOS*
Alternatively, issuers of UITs may file the Form NF through NASAA’s EFD system at https://www.efdnasaa.org/, and pay the appropriate fee. Filing through EFD will eliminate the Form U-2 filing requirement.
The Department of Law also accepts Form NF filings through Blue Express. Such filings are submitted to the Department on behalf of mutual fund and UIT issuers by service providers. Mutual fund Form NF EFD filing may be implemented in the future.
C. If the issue is being sold by a registered Broker-Dealer on a Best Efforts
basis, the issuer must file a broker-dealer statement as outlined in A-C
above.
D. If the issue is being sold by a registered Broker-Dealer on a Firm
Commitment basis, only a Further State Notice need be filed by either
the issuer or the underwriter. Such filing shall be made directly to the
Department of State.
E. Offering literature must be included with the Form M-11. There is no NY
requirement for any prospectus or offering literature to be specifically
prepared. If there is none, none need be submitted. However, you are
required to refer to the absence of any offering literature in your cover
letter. There are no legend requirements.
F. Except for sales of covered securities, no offers or sales of securities
may be made until the registration statement is accepted for filing.
i. Pursuant to GBL § 359-e(9), the issuer statement is filed when received, if
complete.
ii. The Department of Law will notify you or return the filing if it is incomplete.
iii. The fee receipt including you state file number, or EFDID, is the only
tangible evidence of registration that you will receive.
1. Keep this for renewal purposes.
2. Refer to it and your file number on any correspondence with the
Department of Law.
iv. The Issuer Statement must be renewed every four years, if securities are
to be issued.
v. The renewal date and file number appear on the fee receipt received after
the application is fully processed.
G. The Issuer statement is good for four years. During that time additional
securities issues require only the filing of a Further State Notice.
Properly notice filed covered securities issuers are not required to file
Further State Notice. Instead, such issuers must amend their Form D,
Form NF or Uniform-Reg-A-Tier-2-Notice-Filing-Form.
H. Officers, directors, principals or partners may offer and sell securities
within or from the State of New York when they are listed on the Form
M-11 or Form D. They do not have to register separately as
salespersons. There are no exam requirements for officers, directors,
principals or partners of Broker-Dealers in New York if not applying for
individual salesperson registration.
I. Issuer agents not covered by section H above are required to register as
salespersons. See Section IV. There are no exemptions for
salespersons.
III. EXEMPTIONS FROM REGISTRATION OR FILING
A. Issuers seeking an exemption shall file pursuant to GBL § 359f(2)
a. (seasoned securities with no default), b. (listed securities and those
senior thereto, c. (securities issued by the U.S. or Foreign government,
utility company, certain non-profits, state banks, or that constitute
securities of a corporation supervised by [], short term negotiable notes,
whole bonds and mortgages, sold at judicial, executor, bankruptcy sale
or liquidated as collateral under a defaulted loan, negotiable documents
of title or foreign currency orders), d. (limited offerings 40 or less
persons), or e. (employee stock purchase plans). See GBL
§ 359-f(2) for full definitions.
1. Only Issuers qualify to file for an exemption.
2. GBL § 359f(2)d applies only to securities offered to fewer than 41
offerees (not purchasers) both within and without the State of
New York.
B. Filing Requirements for Exemption Application
1. Verified petition or affidavit as prescribed by the Issuer Exemption
Instruction Sheet ($300.00 fee). The fee is made payable to the
New York State Department of Law.
2. RI-1 forms for exemption applications made pursuant to GBL §
359f(2)d (no fee).
3. Further State Notice unless exempt under GBL § 359f(1) ($75.00
fee).* If you are filing the Further State Notice, there is no fee for the
State Notice portion of the form under the GBL § 359(f)(2)
exemption application process. A statement that exemption
application is being filed with the Attorney General’s Office must
be in the State Notice portion.
4. Consent to Service of Process or U-2 for non-resident issuers (total
fee $35.00) with DOS.*
C. Exemption applications under GBL § 359-f(2) are not approved upon
receipt. Instead, applicants must await review and approval by the
Department of Law.
1. No offers or sales may be made within or from the State of New York
unless and until the application for exemption has been approved.
2. Upon completion of review you will receive a letter of notification.
3. Exemptions are limited to facts of the application. Each additional
offering of securities by the issuer requires a new application for
exemption or registration as described above. Changes to the
issuance will void the Exemption. For example, a change in name
of issuer would require a new exemption application and fee.
D. Limited Exemption. The grant of an exemption under GBL § 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 § 359-f(1).
IV. BROKER-DEALERS (Excluding Issuers)
A. Non FINRA Broker-Dealers shall file:
1. Form M-1 ($1,200.00 fee for 4 years). The fee is made payable to
the New York State Department of Law
2. State Notice ($75.00 fee).*
3. Consent to Service of Process or U-2 for non-resident issuers or
brokerage firms (total fee $35.00).*
4. Latest financial statement.
5. Renewal: non-FINRA Broker-Dealer Registration is renewed four
years after the effective date on the fee receipt
.
6. If you are located somewhere other than NY. Your Firm must be
registered in your home state in order for the application review
process to proceed.
7. No offers or sales of securities may be made until the registration
statement is accepted for filing. The Department of Law will notify
you or return the filing if it is incomplete. Once OAG determines
your filing is complete, you will receive a permit receipt as proof
that your submission has been accepted for filing.
B. FINRA Broker-Dealers
1. 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.
C. No offers or sales can take place until the Broker-Dealer Statement
is accepted for filing by the Department of Law. The firm must be
FINRA and SEC approved. If the firm’s principal place of business
is not a New York address, the firm must be approved in their home
state.
1. Applications will not be accepted if they contain deficiencies. See
13 NYCRR 10.2(h).
2. Application status will be updated through the CRD system.
3. FINRA Member Broker-Dealers renew every year at year end
through the CRD.
D. Fingerprinting Requirements for Broker-Dealers and Salespersons.
(GBL § 359-e (12) – (12-b)). Generally, fingerprinting is required
for all persons, including partners, officers, directors and salesperson
employed by a broker or dealer required to register with the Department
of Law, except for personnel of securities issuers. See GBL § 359-e (12)
– (12-b) for specific requirements and exclusions.
4. If fingerprints are already on file with FINRA or the SEC, or any of the
major exchanges they need not be filed with NY.
5. If fingerprints are not already on file, visit www.identogo.com, select
“Digital Fingerprinting” enter service code “1545Y8”.
E. Officers, directors, principals or partners may offer and sell securities
within or from the State of New York when they are listed on the
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.
F. If you are located somewhere other than NY. Your Firm must be
registered in your home state in order for the application review
process to proceed.
V. SALESPERSONS
A. Salespersons of Non-FINRA member firms must:
1. File the forms M-2 ($150.00 fee) for 4 years, or M-4 for amendments
with the Department of Law. The fee is made payable to the New
York State Department of Law.
2. Amend their registration with a Form M-4 ($30.00 fee) for the
following changes: Address, Name, Employment, Injunctions
of Disciplinary Proceedings.
3. Pass the Series 63 Uniform Securities Agent State Law Exam or
Series 66 Uniform Combined State Law Exam.
a. 1981-1983 CRD implementation exemption. if salesperson
was continuously registered as an officer, director, principal
or partner, or a salesperson in New York between the dates
of September 26, 1981 and September 26, 1983, that person
may be exempt from the exam.
b. No other exam waivers for salespersons.
c. A two year or more gap in registration will require re-testing.
d. For information on signing up for these exams, please visit:
https://www.finra.org/registration-exams-ce/qualification-exams
4. For further information consult Part 10 to Title 13 NYCRR Brokers,
Dealers and Salespersons.
5. Officers, directors, principals or partners may offer and sell securities
within or from the State of New York when they are listed on the
Form M-11 or Form D. They do not have to register separately
as salespersons. There are no exam requirements for officers,
directors, principals or partners of Broker-Dealers in New York
if not applying for individual salesperson registration.
6. Issuer agents not covered by item 5 directly above are required to
register as salespersons. There are no exemptions for salespersons.
B. Salespersons of FINRA member firms:
1. Must register through the Central Registration Depository (CRD),
online portal. All pertinent information is received through the
CRD by the New York State Department of Law.
2. Pass the Series 63 Uniform Securities Agent State Law Exam
or Series 66 Uniform Combined State Law Exam.
a. 1981-1983 CRD implementation exemption. if salesperson
was continuously registered as an officer, director, principal or
partner, or a salesperson in New York between the dates of
September 26, 1981 and September 26, 1983, that person
may be exempt from the exam.
b. No other exam waivers for salespersons.
c. A two year or more gap in registration will require re-testing.
d. For information on signing up for these exams, please visit:
https://www.finra.org/registration-exams-ce/qualification-exams.
e. Status will be updated through the CRD system.
f. Individual salespersons are renewed yearly by their firm.
3. For further information consult Part 10 to Title 13 NYCRR Brokers,
Dealers and Salespersons.
VI. AMENDING THE REGISTRATION STATEMENT
A. 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 $30.00) The fee is made payable to the
New York State Department of Law.
1. Address of company.
2. Name of company.
3. Officers, directors, or principals added or terminated.
4. Addition or subtraction of salespersons for non-FINRA member firms.
5. Termination of dealership.
6. Report of disciplinary proceedings.
B. Changes occurring within 30 days of each other may be filed on one M-3
with one $30.00 fee.
C. FINRA Member Broker-Dealers amend directly and solely through the
CRD on an amended form BD (no fee).
VII. THEATRICAL FILINGS
A. Issuers of Theatrical securities
1. File Form 99 without a Fee directly with the Office. Filings may be
emailed to IPBTHEATRICALS@AG.NY.GOV; or
2. Issuers qualifying as Federal Covered Regulation D Securities
Dealers may file Form D through EFD. However, such filer will
have to pay the full notice filing fee through EFD
VIII. OBTAINING FORMS
A. Visit www.ag.ny.gov/bureau/investor-protection-bureau and
https://ag.ny.gov/forms
B. Call. (212) 416-8222
C. Write. Registration Section, New York State Department of Law,
Investor Protection Bureau, 28 Liberty Street, 15th Floor,
New York, NY 10005.
IX. REAL ESTATE AND INTRASTATE FILINGS
RECENT CHANGES TO 13 NYCRR 10 GENERALLY DO NOT AFFECT REAL ESTATE FINANCE BUREAU (REF) FILINGS. PLEASE CONTACT REF REGARDING REAL ESTATE BROKER-DEALER AND INTRASTATE FILINGS.
• Issuers of Real Estate or Mortgage securities (including corporate stock, bonds and debentures if the corporation is in a real estate business) must also comply with GBL §352-e of the General Business Law. Such issuers must submit a filing and obtain an exemption letter upon written application from the Bureau of Real Estate Financing.
• Issuers making intrastate (only in New York) offerings of securities (where the business is not primarily real estate) must comply with GBL § 359ff of the General Business Law by filing a prospectus and obtaining a filing letter or by obtaining an exemption letter on written application pursuant to the Intrastate Financing Act Regulations, from the Bureau of Real Estate Financing.
• Appropriate instruction and forms for an offering of real estate or mortgage securities are: GBL § 352-g Exemption Instructions; Regulation D Exemption Instruction; Part 16, Syndication Regulation; copies of Form RI 1; the Further State Notice; and the Designation Form. Appropriate instructions and forms for an intrastate offering of securities are: The Intrastate Financing Act Regulations; Form Intrastate 1; Form M-11; and the State Notice and Further State Notice Form.
• Information, forms and instruction for the above offerings can be obtained by calling (212) 416-8121 or 8122; or by visiting https://ag.ny.gov/bureau/real-estate-finance-bureau
*The State Notice and Further State Notice and the accompanying fees must be filed with NYS Department of State, State Records, One Commerce Plaza, 99 Washington Avenue, Albany, New York 12231-0001.
The Consent to Service of Process or U2 and the accompanying must be filed with NYS Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Suite 600, Albany, New York 12231.
For information on the Dec. 2, 2020 revisions to 13 NYCRR Part 10, please visit https://ag.ny.gov/ipb-rule-change.