Registration Guide for Brokers-Dealers USA

http://www.sec.gov/divisions/marketreg/bdguide.htm


Guide to Broker-Dealer Registration
Division of Market Regulation
U.S. Securities and Exchange Commission
December 2005


Table of Contents


Introduction
Who Is Required to Register
Who is a “Broker”
Who is a “Dealer”
What To Do If You Think You May be a Broker or a Dealer
Brokers and Dealers Generally Must Register with the SEC
“Associated Persons” of a Broker-Dealer
Intrastate Broker-Dealers
Broker-Dealers that Limit their Business to Excluded and Exempted Securities
Broker-Dealers Must Register Before Selling Unregistered Securities – Including Private Placements (or Regulation D offerings)
Issuer's Exemption
Foreign Broker-Dealer Exemption
Requirements Regarding Brokers and Dealers of Government and Municipal Securities, including Repurchase Agreements
Special Rules That Apply to Banks and Other Financial Institutions
Insurance Agency Networking
Real Estate Securities and Real Estate Brokers/Agents
Broker-Dealer Relationships with Affinity Groups
How to Register as a Broker-Dealer
Form BD
SRO Membership
SIPC Membership
State Requirements
Associated Persons
Successor Broker-Dealer Registration
Withdrawal from Registration; Cancellation of Registration
Security Futures
Conduct Regulation of Broker-Dealers
Antifraud Provisions
Duty of Fair Dealing
Duty of Best Execution
Customer Confirmation Rule
Disclosure of Credit Terms
Restrictions on Short Sales (Regulation SHO)
Trading During an Offering (Regulation M)
Restrictions on Insider Trading
Restrictions on Private Securities Transactions
Analysts and Regulation AC
Trading by Members of Exchanges, Brokers and Dealers
Extending Credit on New Issues
Order Execution Obligations
Penny Stock Rules
Privacy of Consumer Financial Information
Regulation ATS: Electronic Broker-Dealer Trading Systems
Regulation NMS
Investment Adviser Registration
Financial Responsibility of Broker-Dealers
Net Capital Rule
Use of Customer Balances
Customer Protection
Required Books, Records and Reports
Risk Assessment Requirements
Other Requirements
Examinations and Inspections
Lost and Stolen Securities Program
Fingerprinting Requirement
Use of Electronic Media by Broker-Dealers
Electronic Signatures
Anti-Money Laundering Program
Business Continuity Plans
Where to Get Further Information