SEC, SRO, and State Registration Framework
Chapters in this video
- 0:00 One Form BD covers SEC, SRO, and state registration
- 1:01 The OTC trap: why SEC-only registration paralyzes the firm
- 2:21 Foreign broker-dealer pitching retail: exemption destroyed
- 3:16 Chaperoning duties and the major institution threshold
- 4:20 Successor registration: 30 days to file, 45 days covered
- 5:55 The shortcut amendment path for three structural changes
- 6:04 Broker-dealer vs investment adviser hats and standards
- 6:58 How a planning fee nukes the broker-dealer exclusion
- 7:54 Rapid-fire exam recap
What this video covers
- Why one Form BD filed through the Central Registration Depository (CRD) simultaneously satisfies federal Securities and Exchange Commission (SEC), self-regulatory organization (SRO), and state registration requirements
- The exam trap that SEC registration alone does not permit over-the-counter securities business without active SRO membership
- The two narrow safe harbors of the foreign broker-dealer exemption: unsolicited transactions and chaperoned institutional business through a U.S. registered broker-dealer
- Why a foreign broker-dealer directly soliciting a retail client blows the exemption and triggers full SEC registration
- The threshold distinction between a major U.S. institutional investor ($100 million) and a U.S. institutional investor ($50 million) under the foreign broker-dealer exemption
- Successor registration timing: 30 days for the successor to file Form BD, with predecessor registration coverage for up to 45 days
- The two-prong broker-dealer exclusion from investment adviser registration: solely incidental advice plus zero special compensation, and why a planning fee destroys the exclusion and triggers Form ADV
Read the full lesson, free
This video's complete written lesson is free to read in the CertFuel app, no signup wall. The complete Series 24 course also includes adaptive practice questions and spaced-repetition flashcards, free through the end of 2026.