Broker-Dealer Definition and Registration: Rapid Fire
Chapters in this video
- 0:00 Broker versus dealer: commission, markup, and markdown
- 1:40 Excluded entities: banks, issuers, and the holding company trap
- 2:38 No-place-of-business exclusion and the retail client tripwire
- 4:04 Canadian snowbird rule: existing clients only
- 4:43 Registration effective date and the approval trap
- 5:36 Consent to service of process: irrevocable and permanent
- 6:07 Cancellation, revocation, and the withdrawal freeze
- 6:42 Key numbers: 30 days, December 31, 10 years, and insolvency
- 8:39 The 90-day time-bar and newly discovered conduct
- 9:12 Rapid-fire exam recap
What this video covers
- The broker-dealer two-hat distinction: agency (commission) versus principal (markup or markdown), and why most firms are both
- Which entities are fully excluded (not merely exempt) from the definition: banks, savings institutions, trust companies, and issuers selling their own securities
- Why bank holding companies are NOT excluded and must register, despite the bank exclusion trap
- The no-place-of-business exclusion: both conditions required (no in-state office AND only institutional counterparties), and why a single retail client destroys it
- Canadian broker-dealer limited registration under the snowbird rule: existing clients only, no U.S. solicitation, antifraud provisions still apply
- Registration mechanics per state: Form BD, effective at noon on the 30th day (never approved), and the irrevocable, perpetual, one-time consent to service of process
- Cancellation versus revocation, the 30-day withdrawal freeze, and the 90-day time-bar on pre-known facts
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