Free Series 82 flashcards
These 24 free flashcards are a small sample of the 1,800+ flashcards in the full Series 82 course. Say your answer before opening each card, then continue in the app for the full collection and spaced-repetition review.
Open a question to reveal its answer. If the answer surprises you, read the matching lesson and try to explain a new example. These sample decks are a review aid; they do not cover every rule or reproduce the app’s spaced-repetition scheduling.
When the definitions feel familiar, try the focused practice sets or the mixed practice test. Those questions ask you to apply the distinctions to a situation.
24 cards across all decks
Private offerings
6 cardsExemptions, investor categories, and the placement agent’s investigation.
CARD 01 Does Regulation D remove antifraud obligations?
No. An exemption from securities registration does not permit material misstatements or omissions.
CARD 02 What is the solicitation distinction between Rule 506(b) and Rule 506(c)?
Rule 506(b) prohibits general solicitation. Rule 506(c) permits it when all purchasers are accredited and the issuer takes reasonable steps to verify their status.
CARD 03 Is a qualified institutional buyer the same as an accredited investor?
No. They are different classifications with different tests. Qualified institutional buyer status is associated with Rule 144A resales; accredited-investor status is used in Regulation D.
CARD 04 Does an outside due-diligence report end the broker-dealer’s investigation?
No. The report can supply evidence, but the firm still needs to address red flags and meet its own reasonable-investigation obligations.
CARD 05 Who bears distribution risk in a firm-commitment underwriting?
The underwriter purchases the issue from the issuer and takes the risk of distributing it. Best efforts does not involve the same purchase commitment.
CARD 06 Does the original private-offering exemption automatically allow an unrestricted resale?
No. A later resale requires its own registration or exemption analysis. Restricted securities do not become freely tradable merely because the issuer’s sale was exempt.
Customer accounts
6 cardsSeparate identity, authority, qualification, and customer objectives.
CARD 01 Does verifying a signer’s identity establish authority to act for a corporation?
No. Identity and authority are separate checks. The firm must establish the person’s authority using the applicable documents and procedures.
CARD 02 What customer facts can make an illiquid investment a poor fit?
Near-term cash needs, a short time horizon, or insufficient liquid reserves can conflict with a long holding period. Net worth alone does not answer the question.
CARD 03 Does accredited-investor status replace a customer profile?
No. Offering eligibility does not establish the customer’s investment objectives, financial situation, experience, or liquidity needs.
CARD 04 What should happen when account documents name different authorized signers?
Resolve the inconsistency through the firm’s procedures before taking action that depends on the disputed authority.
CARD 05 What is the purpose of Know Your Customer under FINRA Rule 2090?
To know and retain essential facts concerning the customer and the authority of each person acting on the customer’s behalf.
CARD 06 Can a customer signature replace a required principal approval?
No. Obtain the required supervisory review before proceeding with activity that depends on it.
Recommendations and records
6 cardsApply the conduct standard and evaluate the whole customer relationship.
CARD 01 What are Regulation Best Interest’s four component obligations?
Disclosure, Care, Conflict of Interest, and Compliance. Satisfying disclosure alone does not satisfy every obligation.
CARD 02 Does FINRA Rule 2111 apply to a recommendation subject to Regulation Best Interest?
No. Rule 2111 excludes recommendations subject to Regulation Best Interest. Identify the applicable standard first.
CARD 03 Can an investment fit a customer in isolation but create a portfolio problem?
Yes. The new position may duplicate existing exposure and increase concentration. Evaluate the whole portfolio, not just the proposed position.
CARD 04 Does debt seniority guarantee repayment?
No. A senior claim has relative priority, but the issuer can still default and the investment may still be illiquid.
CARD 05 What happens to an income investor when a bond is called after rates fall?
The investor may need to reinvest the proceeds at a lower available yield. That is reinvestment risk.
CARD 06 Does closing a broker-dealer automatically end its record-retention duties?
No. Applicable records must still be preserved for their remaining required periods.
Transactions and complaints
6 cardsFollow acceptance, payment conditions, and complaint procedures.
CARD 01 Is an indication of interest an accepted subscription?
No. Check the offering’s agreement and acceptance requirements. An expression of interest does not complete every step in a purchase.
CARD 02 What makes an all-or-none offering different from ordinary best efforts?
Completion depends on satisfying the stated all-or-none conditions. A partial raise does not automatically satisfy them.
CARD 03 What does mini-max mean?
The offering specifies a minimum that must be reached and a maximum that may be sold. Follow the actual conditions on completion and release of funds.
CARD 04 Can customer funds be released before an offering’s release condition is satisfied?
Do not release funds merely because the issuer wants them. Follow the offering terms and applicable payment-handling requirements.
CARD 05 Can a representative discard a written complaint they believe is mistaken?
No. Preserve and handle the complaint through the firm’s procedures. Disagreement does not erase it.
CARD 06 Are complaint records and regulatory event reports the same requirement?
No. Recording a complaint, escalating it internally, and reporting a specified event to a regulator are separate obligations with their own triggers.
The Series 82 study guide helps you allocate review time. Use the cheat sheet to revisit course units, and the exam-day checklist before your appointment.
These decks follow the subjects in the FINRA Series 82 outline. The full CertFuel Series 82 course is currently available in Free Beta.