Who May Sell an Offering Without Registering as a Broker

What this video covers

• The three baseline conditions every associated person of the issuer must meet: no statutory disqualification, no transaction-based compensation, and no association with a broker-dealer (with the two narrow exceptions for clerical or ministerial functions and state-forced issuer registration)
• The four categories of associated person: partner, officer, director, or employee of the issuer, its corporate general partner, a controlled or commonly controlled entity, or a registered investment adviser to a registered investment company that is the issuer
• Which institutional purchasers qualify under the limited-purchaser path, and why a wealthy individual never counts
• The incidental-duties path, including the primary-substantial-duties requirement, the 12-month broker-dealer association bar, and the once-every-12-months frequency cap
• Why the 12-month clock for the incidental-duties path on a shelf registration runs from the last sale within that registration, not from the filing date
• The passive-communication path and its absolute prohibition on oral solicitation, even when responding to unsolicited inquiries
• Why failing a condition only removes safe-harbor protection and does not automatically make the person a broker, and why outside unregistered finders are entirely outside this safe harbor