Broker-dealer and securities issuers registration

Regulatory documents

View related forms, documents, and publications related to registration:

Information for broker-dealer and securities registration 

Filing fees

Issuer or broker-dealer statement:

• $300 for total offerings $500,000 or less
• $1,200 for total offerings over $500,000

Salesperson statement: $150

Make check payable to New York State Department of Law and reference the filer’s name and file number (if one has been assigned). If you are a member of FINRA or are paying fees in connection with EFD or Blue Express filings, pay through those systems.

Investor Protection Bureau (IPB) will now accept electronic payments through its ePayment portal. You must include the receipt you receive from the ePayment system (on Office of the New York State Attorney General (OAG) letterhead) with your submission, or it may be returned. Payments due to the Department of State cannot be made through this portal.

Issuers of securities

Issuers of securities not defined as covered securities include:

• Regulation A, tier 1 offering
• Rule 504
• other non-covered public offerings

Such issuers of securities not defined as covered securities shall register as broker-dealers by filing all of the following:

• M-11 issuer statement
• offering literature (if such documents were created for the offering)
• State notice and Further State Notice ($75 fee each) with the Department of State (DOS)
• Consent to Service of Process Form U-2 for non-resident issuer (total fee $35). File with DOS*

Issuers of covered securities include:

• 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/.
• 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 both of the following:
  • Uniform Notice Filing of Regulation A Tier 2 offering with the Department of Law
  • Consent to Service of Process Form U-2 for non-resident issuer (total fee $35) with DOS*
• Open-end investment companies shall notice file as broker-dealers by filing both of the following:
  • Form NF directly with the state (total fee $1,200) to New York State Department of Law 
  • Consent to Service of Process Form U-2 for non-resident issuer (total fee $35) 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.

• 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 the foregoing sections addressing issuers of securities not defined as covered securities and issuers of covered securities.
• 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 DOS.
• Offering literature must be included with the Form M-11. There is no New York 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.
• Except for sales of covered securities, no offers or sales of securities may be made until the registration statement is accepted for filing.
  • Pursuant to GBL section 359-e(9), the issuer statement is filed when received, if complete.
  • The Department of Law will notify you or return the filing if it is incomplete.
  • The fee receipt, including your state file number, or EFDID, is the only tangible evidence of registration that you will receive. Keep it for renewal purposes. Refer to it and your file number on any correspondence with the Department of Law.
  • The issuer statement must be renewed every four years, if securities are to be issued.
  • The renewal date and file number appear on the fee receipt received after the application is fully processed.
• 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 issuers of covered securities are not required to file Further State Notice. Instead, such issuers must amend their Form D, Form NF, or Uniform Notice Filing of Regulation A, tier 2 offering.
• 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.
• Issuer agents not covered in preceding item — officers, directors, principals, or partners listed on Form M-11 or Form D — are required to register as salespersons. See section below on broker-dealers (excluding issuers). There are no exemptions for salespersons.

Exemptions from registration of filing

Issuers offering or selling solely the types of securities described below may apply for an exemption pursuant to GBL section 359f(2). For full definitions, see GBL section 359-f(2): 

• seasoned securities with no default (a)
• listed securities and those senior thereto (b)
• securities that are issued by the U.S. government or by a foreign government, utility companies, certain nonprofits, or state banks, or that constitute securities of a corporation supervised by an authority of the U.S. or Canada; short-term negotiable notes; whole bonds and mortgages sold at judicial, executor, or bankruptcy sale or liquidated as collateral under a defaulted loan; negotiable documents of title; or foreign currency orders (c)
• limited offerings to 40 or fewer persons — this applies only to securities offered to fewer than 41 offerees (not purchasers) both within and without the state of New York (d)
• employee stock-purchase plans (e)

Filing requirements for exemption application

• verified petition or affidavit as prescribed by the Issuer Exemption Instruction Sheet ($300 fee). The fee is made payable to the New York State Department of Law
• RI-1 forms for exemption applications made pursuant to GBL section 359f(2)d (no fee)
• Further State Notice unless exempt under GBL section 359f(1) ($75 fee).* If you are filing the Further State Notice, there is no fee for the State Notice portion of the form under the GBL section 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
• Consent to Service of Process or U-2 for non-resident issuers (total fee $35) with DOS*
• A completed Notice of Appearance if filed by a person that appearing for a fee as a third party (i.e., an attorney, an agent, lobbyist,* or representative) on behalf of a person or organization subject to the regulatory jurisdiction of the Department.

Exemption applications under GBL section 359-f(2) are not approved upon receipt. Instead, applicants must await review and approval by the Department of Law.

• 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.
• Upon completion of review you will receive a letter of notification.
• 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.

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-dealers (excluding issuers)

Non-FINRA broker-dealers shall file:

• Form M-1 ($1,200 fee for four years). The fee is made payable to the New York State Department of Law
• State Notice ($75 fee).*
• Consent to Service of Process or U-2 for non-resident issuers or brokerage firms (total fee $35).*
• Latest financial statement.
• Renewal: Non-FINRA broker-dealer registration is renewed four years after the effective date on the fee receipt
• If you are located somewhere other than New York, your firm must be registered in your home state in order for the application review process to proceed.
• 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 the Office of the New York State Attorney General (OAG) determines your filing is complete, you will receive a permit receipt as proof that your submission has been accepted for filing.

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.

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.

• Applications will not be accepted if they contain deficiencies. See 13 NYCRR 10.2(h).
• Application status will be updated through the CRD system.
• FINRA member broker-dealers renew every year at year end through the CRD.

Fingerprinting requirements for broker-dealers and salespersons. (GBL section 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 section 359-e (12) – (12-b) for specific requirements and exclusions.

• If fingerprints are already on file with FINRA or the SEC, or any of the major exchanges, they need not be filed with New York.
• If fingerprints are not already on file, visit www.identogo.com, select “Digital Fingerprinting,” and enter service code “1545Y8.”

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.

If you are located somewhere other than New York, your firm must be registered in your home state in order for the application review process to proceed.

Salespersons

Salespersons of non-FINRA member firms must:

1. file the forms M-2 ($150 fee) for four years, or M-4 for amendments, with the Department of Law. The fee should be made payable to the New York State Department of Law.
2. amend their registration with Form M-4 ($30 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
   • 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.
   • No other exam waivers for salespersons.
   • A gap in registration of two years or more will require re-testing.
   • For information on signing up for these exams, please visit: https://www.finra.org/registration-exams-ce/qualification-exams.

• For further information, consult part 10 of title 13 NYCRR Brokers, Dealers and Salespersons.
• 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.
• Issuer agents not covered by item 5 directly above are required to register as salespersons. There are no exemptions for salespersons.

Salespersons of FINRA member firms must:

1. 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.
   • 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.
   • No other exam waivers for salespersons.
   • A gap of two years or more in registration will require re-testing.
   • For information on signing up for these exams, please visit: https://www.finra.org/registration-exams-ce/qualification-exams.
   • Status will be updated through the CRD system.
   • Individual salespersons are renewed yearly by their firm.

• For further information, consult part 10 of title 13 NYCRR Brokers, Dealers, and Salespersons.

Amending the registration statement

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):

• address of company
• name of company
• officers, directors, or principals added or terminated
• addition or subtraction of salespersons for non-FINRA member firms
• termination of dealership
• report of disciplinary proceedings

Changes occurring within 30 days of each other may be filed on one M-3 with one $30 fee.

FINRA member broker-dealers amend directly and solely through the CRD on an amended form BD (no fee).

Theatrical filings

Issuers of theatrical securities:

• File Form 99 without a fee directly with the office. Filings may be emailed to IPBTHEATRICALS@ag.ny.gov.
• 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.

Obtaining forms

• Visit Investor Protection Bureau
• Call 212-416-8222
• Write to Registration Section, New York State Department of Law, Investor Protection Bureau, 28 Liberty Street, 15th Floor, New York NY 10005.

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 General Business Law (GBL) section 352-e. Such issuers must submit a filing and obtain an exemption letter upon written application from REF.
• Issuers making intrastate (only in New York) offerings of securities (where the business is not primarily real estate) must comply with GBL section 359ff by filing a prospectus and obtaining a filing letter or by obtaining from REF an exemption letter on written application pursuant to the Intrastate Financing Act Regulations.
• Appropriate instruction and forms for an offering of real estate or mortgage securities are: GBL section 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 on the IPB web pages.

*The State Notice and Further State Notice and the accompanying fees must be filed with: New York State Department of State, State Records, One Commerce Plaza, 99 Washington Avenue, Albany NY 12231-0001.

The Consent to Service of Process or U2 and the accompanying must be filed with: New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Suite 600, Albany NY 12231.

For information on the Dec. 2, 2020, revisions to 13 NYCRR Part 10, please visit IPB Rule Change