Brokers, Dealers, Salespersons

Frequently Asked Questions

  • Question: What are the penalties if the issuer has sold securities without registering?
    Answer:The department has civil and criminal authority to initiate action and impose costs, which are determined on a case by case basis.
  • Question:If I sell securities to someone and they want to resell to a New York resident, are there any forms to file for secondary trading?
    Answer: If the issuer is registered in New York, secondary trading is permissible. It is suggested that you file the M-11, Section 7.
  • Question: If I cancel my registration to sell securities, can I obtain a refund of the registration fee?
    Answer: No. Registration fees are non-refundable.
  • Question: Is the information in the Memorandum or offering literature private? Can the public view it?
    Answer: The offering literature of memorandum is public information. The department will consider a request by the filer to withhold certain information such as trade secrets.
  • Question: If I get confirmation that my filing was received on a certain date, but not reviewed, can I go ahead and do business?
    Answer: By statute, registrations are filed when received. However upon review, if the filing is incomplete, it may not be considered filed.
  • Question: If I paid the lower fee of $300 when registering for the minimum offering amount ($500 thousand or less), and later increase the offering amount over $500 thousand, do I refile? Do I pay $1,200 or $900 dollars? Are there any additional fees?
    Answer: If the combined new offering now totals more then five hundred thousand dollars, then an additional nine hundred dollars must be paid. There is no need to file a new form, but please send a letter and explain the details. In addition, a further state notice with a fee of $75 must be sent to the Secretary of State for the new issuance.
  • Question: Where can I find the state notice and the further state notice forms?
    Answer: These forms can be downloaded from the New York State Department of State website see business and licensing services, click on corporations, see miscellaneous/state records, click on forms and instructions.
  • Question: What are the filing fees for the M-11 and the Form 99 registration?
    Answer: Offerings of $500 thousand or less, the filing fee is $300. Offerings for more than $500 thousand, the filing fee is $1,200 effective August 13, 2003.
  • Question: Can I send a personal check?
    Answer: Personal checks are not accepted. Send an attorney’s check, certified check, bank check, company check or money order made payable to: New York State Department of Law.
  • Question: What form is filed if there is an amendment to a Rule 506, Regulation D offering and the issuer/company has previously filed a Form 99?
    Answer: You must file an amended Form 99 with the Department of Law, there is no additional fee if you have paid the maximum registration fee of $1,200. Remember: New York registers issuers/companies not securities. The issuer’s registration is effective for 4 years. However, you must file a Further State Notice with the Department of State (www.dos.ny.gov). Also see Question 53 if you paid the $300 registration fee and now your total offering amount is over $500 thousand. Material changes such as name, address or change of principal should be submitted on the Form 99 as an amendment accompanied by a $30 fee. Please indicate your registration number on all correspondence.
  • Question: What forms must I file for mutual funds and UITs?
    Answer: All issuers of Open End Investment companies and Unit Investment Trusts (“UITs”) shall register as Broker-Dealers by filing:
    1. Form NF
      (Total fee $1,200.00) Fee is made payable to New York State Department of Law.
    2. State Notice and Further State Notice
      ($75.00) fee each)**
    3. Consent to Service of Process or U-2 for non-resident issuers
      (Total fee $35.00

      **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.
  • Question:  Can an issuer file the form NF for unit investment trusts ("UITs") through the North American Securities Administrators Association ("NASAA') electronic filing depository ("EFD") system?
    Answer:  Yes, issuers can voluntarily submit the form NF for registration of UITs through the EFD system. EFD allows filers to pay the state filing fee electronically.

Registration of People:

Of Firms:

  • Open Management Type Co. NF  (PDF) (replaces form M1A)

Exemption Filing General:

  • Special Instruction Sheet  (359-F)
  • Business Entity  (RI-1)
  • Application for Exemption from Acctg. Requirement ( ATS-1)

Designation of Service of Process Agent General:

  • Uniform Instruction Sheet (Designation Pro.)

Security Takeover

Notice of Appearance Form