Series 82 regulation d questions
These eight free questions are a small sample of the 4,000+ practice questions in the full Series 82 course. Identify the offering exemption before choosing an answer. These questions focus on what changes between Rule 506(b) and Rule 506(c), and what obligations survive an exemption.
An issuer’s exemption and a broker-dealer’s obligations are different questions. A statement that an offering is exempt does not establish that its marketing, recommendations, or later resales are compliant.
Read the related topic guide for worked examples, or open the matching app lesson before answering. The questions below are original practice scenarios, not recalled FINRA exam items.
0 of 8 answered
An issuer wants to use a public online advertisement to attract investors while relying on Rule 506(b). Which response is most appropriate?
Rule 506(b) prohibits general solicitation. A disclaimer, questionnaire, or lack of a dollar cap does not make a public advertisement permissible under that exemption. A different exemption has its own conditions and cannot simply be assumed.
A Rule 506(c) offering advertises publicly. A prospective purchaser does not qualify as accredited. What is the relevant restriction?
Rule 506(c) distinguishes who can see the solicitation from who can purchase. All purchasers must be accredited and reasonable verification steps apply. Disclosure or a waiver does not replace the purchaser condition.
An issuer changes its plan from Rule 506(b) to Rule 506(c) to permit broad solicitation. What must the new plan address?
The ability to solicit broadly comes with accredited-purchaser and verification requirements. It does not create an exchange listing, remove all resale restrictions, or make FINRA approval a substitute for compliance.
A representative says that an exempt offering permits optimistic claims without evidence because no registration statement is filed. What is the error?
Exemption from registration does not exempt an offering from antifraud requirements. Claims need an adequate basis, and material omissions matter. Neither a notice filing nor a guarantee is the rule described here.
An issuer completes a Rule 506 sale. An investor now wants to resell the purchased restricted securities immediately to the public. What must be assessed?
The original exemption covers a particular transaction; it does not automatically authorize every resale. The proposed resale needs its own applicable registration or exemption analysis. Profit and document possession do not settle that issue.
A broker-dealer makes its applicable FINRA private-placement filing, but the issuer has not addressed Form D. Which statement is correct?
Issuer Form D and broker-dealer FINRA filings are separate requirements. Determine each party’s obligation independently. Investment performance does not control whether the issuer owes a notice.
A Rule 506(b) issuer plans to include non-accredited purchasers. Which assumption should be rejected?
Risk acknowledgment alone does not satisfy the conditions on non-accredited participation. The offering must address the applicable purchaser, sophistication, and information requirements. The other statements identify real parts of that analysis.
Which question should come first when reviewing a proposed private-offering advertisement?
The exemption determines the relevant solicitation conditions. Printing expense and a representative’s past results do not establish permission to advertise. Tax treatment is a separate subject.
This score describes one small, fixed practice set. It does not predict an official result. Review the explanation and the topic guide for each question you missed or guessed.
Choose another topic set, review the free flashcards, or return to the Series 82 course hub. The mixed practice test covers all four functions.