Definition of Persons - Securities Law Cheat Sheet

Vocabulary flashcards covering the registration requirements and exemptions for Broker/Dealers, Agents, and Investment Advisers based on the Definition of Persons cheat sheet.

Broker/Dealer (B/D) - Must Register

A B/D must register in a state if they have an office in the state OR have clients who are residents, which include those they solicit via mail.

Broker/Dealer (B/D) - Does Not Register

A B/D does not register if they have no office in the state AND no clients in the state (vacations/snowbirds don't count), or if their clients are Institutions or Issuers only.

Agent - Must Register

An individual who accepts or places orders for securities.

Agent - Does Not Register

Individuals performing clerical duties only, silent partners, or those working for an Exempt Issuer (Muni).

Federal Covered Adviser (IA) - Must Register

Advisers with over $\$110$ million in AUM must register with the SEC ONLY; the State Admin has no authority over them.

Federal Covered Adviser (IA) - Does Not Register

Includes Foreign clients advisers, Private Advisers, Venture Capital Fund Advisers, or those with Insurance Co. only clients.

State Registered Investment Adviser (IA) - Must Register

Advisers with under $\$100$ million AUM must register if they have an office in the state OR more than $5$ retail clients in the state.

State Registered Investment Adviser (IA) - Does Not Register

Advisers with no office in the state AND no more than $5$ clients in a state, or if their clients are institutions only.

Federal Covered IAR - Must Register

Registration is required in the state in which the IAR maintains an office.

Federal Covered IAR - Does Not Register

Registration is not required if the IAR has no office in the state, regardless of the number of clients.

State Registered IAR - Must Register

Registration is required if the person has an office in the state OR has any clients in the state.

State Registered IAR - Does Not Register

Registration is not required if they have no office in the state AND no business in the state (meaning no more than $5$ clients in the state).

Non-exempt Issuer (Corp.) Agent

An individual who accepts or places orders for security transactions other than for employees.

De Minimis Rule (Less than 6 clients)

A specific exclusion that only applies to state advisers; it does not apply to other categories like Broker/Dealers.

Clerical Staff (Sales Assistants/Interns)

Staff at a B/D who are generally exempt from registration unless they cross the line from clerical duties to accepting orders.