Agent Registration
Under the Uniform Securities Act, agents must register in each state where they conduct securities business. Unlike broker-dealers, agents are always individuals and their registration is tied to their employer.
Who Must Register as an Agent?
An agent is any individual who represents:
- A broker-dealer in effecting or attempting to effect securities transactions, OR
- An issuer in effecting or attempting to effect transactions in the issuer's securities
Registration Requirements
| Situation | Agent Registration Required? |
|---|---|
| Individual selling securities for a broker-dealer | Yes |
| Individual selling securities for an issuer (with commission) | Yes |
| Clerical staff who don't effect transactions | No |
| Officer/director not involved in sales | No |
Key Rule: An agent cannot be registered unless associated with a registered broker-dealer or issuer. The agent's registration is dependent on the employer's registration.
The Registration Process
Application Requirements
To register as an agent, an individual must submit:
| Requirement | Description |
|---|---|
| Form U4 | Uniform Application for Securities Industry Registration |
| Consent to Service of Process | Allows Administrator to receive legal papers |
| Filing Fee | State-specific fee |
| Fingerprints | For background check purposes |
| Disclosure of History | Criminal, regulatory, civil, and financial history |
Form U4 Disclosures
The U4 requires disclosure of:
| Category | Examples |
|---|---|
| Criminal History | Felonies, certain misdemeanors |
| Regulatory Actions | Suspensions, revocations, bars |
| Civil Actions | Investment-related lawsuits |
| Financial Issues | Bankruptcies, judgments, liens |
| Terminations | Reasons for leaving previous employers |
Important: All information on the U4 must be truthful. False statements are grounds for denial or revocation of registration and may result in criminal penalties.
Registration Through Employer
Employer-Sponsored Registration
| Rule | Description |
|---|---|
| Sponsorship Required | Agent must be sponsored by a registered BD or issuer |
| Multiple Employers | Agent may register with multiple broker-dealers |
| State Coverage | Must register in each state where effecting transactions |
Dual Registration
An agent may be registered with multiple broker-dealers simultaneously, provided:
- Each broker-dealer approves the arrangement
- The agent complies with each employer's policies
- Proper disclosure is made on Form U4
Effective Date of Agent Registration
| Scenario | Effective Date |
|---|---|
| Standard Application | Noon on the 30th day after filing (same as BD) |
| Earlier Approval | Administrator may grant earlier effectiveness |
| Conditional Registration | Some states allow immediate effectiveness pending review |
Registration Expiration and Renewal
Annual Expiration
| Aspect | Rule |
|---|---|
| Expiration Date | December 31 of each year |
| Renewal | Through employer's renewal process |
| Continuing Education | May be required for renewal |
Note: Agent registrations expire on the same date as broker-dealer registrations—December 31 of each year.
Transfer of Registration
When an agent changes employers, specific procedures apply:
Transfer Process
| Step | Action |
|---|---|
| 1. Termination | Former employer files Form U5 (termination notice) |
| 2. New Application | New employer files Form U4 |
| 3. Transfer Window | Some states allow registration to transfer without lapse |
Form U5 (Uniform Termination Notice)
When an agent leaves a broker-dealer:
- The BD must file Form U5 within 30 days of termination
- U5 must disclose the reason for termination
- Agent has right to dispute information on U5
Exam Tip: Broker-dealers must file Form U5 within 30 days of an agent's termination. The reason for termination must be disclosed and becomes part of the agent's permanent record.
Termination of Registration
Agent registration terminates when:
| Event | Result |
|---|---|
| Agent resigns or is terminated | Registration becomes inactive |
| Employer's registration terminates | Agent's registration automatically terminates |
| Administrator revokes registration | Agent can no longer act as agent |
| Agent fails to renew | Registration expires December 31 |
Automatic Termination
An agent's registration automatically terminates when:
- The employing broker-dealer's registration is revoked, suspended, or terminated
- The agent is no longer associated with any registered broker-dealer
Key Point: An agent cannot maintain registration without an employing broker-dealer. If the BD's registration terminates, the agent's registration terminates simultaneously.
State of Residence Requirement
Multi-State Registration
| Situation | States Where Registration Required |
|---|---|
| Agent lives in State A, works in State A | State A only |
| Agent lives in State A, works in State B | Both State A and State B |
| Agent lives in State A, solicits clients in States B and C | States A, B, and C |
Example: An agent who lives in New Jersey but commutes to work at a broker-dealer office in New York must register in BOTH New Jersey (state of residence) and New York (state where conducting business).
Key Takeaways
- Agents must be individuals (natural persons)
- Registration is tied to the employing broker-dealer
- Agents must register in their state of residence AND any state where they effect transactions
- Form U4 is used for registration; Form U5 for termination
- Agent registration terminates automatically when the BD's registration terminates
- All agent registrations expire December 31
An agent lives in New Jersey but works at a broker-dealer office located in New York. In which state(s) must the agent register?
When an agent terminates employment with a broker-dealer, the broker-dealer must file Form U5 within:
What happens to an agent's registration if the employing broker-dealer's registration is revoked?
2.4 Agent Exemptions and Exclusions
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