Broker-dealer and securities issuers registration

View related forms, documents, and publications related to registration:

Information for broker-dealer and securities registration

Statutory authority General Business Law (GBL), Article 23-A, section 359-e and section 359-f and Supplementing Department Regulations, New York Codes, Rules, and Regulations (NYCRR), title 13, part 10: Brokers, Dealers, and Salespersons

Topics covered

Filing fees

Issuer or broker-dealer statement:

• $300 for total offerings $500,000 or less
• $1,200 for total offerings over $500,000

Salesperson statement: $150

Make check payable to New York State Department of Law and reference the filer’s name and file number (if one has been assigned). If you are a member of FINRA or are paying fees in connection with EFD or Blue Express filings, pay through those systems.

Investor Protection Bureau (IPB) will now accept electronic payments through its ePayment portal. You must include the receipt you receive from the ePayment system (on Office of the New York State Attorney General (OAG) letterhead) with your submission, or it may be returned. Payments due to the Department of State cannot be made through this portal.

Issuers of securities

Issuers of securities not defined as covered securities include:

• Regulation A, tier 1 offering
• Rule 504
• other non-covered public offerings

Such issuers of securities not defined as covered securities shall register as broker-dealers by filing all of the following:

• M-11 issuer statement
• offering literature (if such documents were created for the offering)
• State notice and Further State Notice ($75 fee each) with the Department of State (DOS)
• Consent to Service of Process Form U-2 for non-resident issuer (total fee $35). File with DOS*

Issuers of covered securities include:

• Federal covered Regulation D securities dealers: Issuers of Rule 506 offering, section 18(b)(4)(F) of the Securities Act of 1933, shall file Form D through NASAA’s EFD system at https://www.efdnasaa.org/.
• Federal Tier 2 securities dealers: Issuers offering under section 18(b)(3) or (b)(4)(D)(ii) of the Securities Act of 1933 shall file both of the following:
  • Uniform Notice Filing of Regulation A Tier 2 offering with the Department of Law
  • Consent to Service of Process Form U-2 for non-resident issuer (total fee $35) with DOS*
  • Form NF directly with the state (total fee $1,200) to New York State Department of Law
  • Consent to Service of Process Form U-2 for non-resident issuer (total fee $35) with DOS*

  Alternatively, issuers of UITs may file the Form NF through NASAA’s EFD system at https://www.efdnasaa.org/, and pay the appropriate fee. Filing through EFD will eliminate the Form U-2 filing requirement.

  The Department of Law also accepts Form NF filings through Blue Express. Such filings are submitted to the Department on behalf of mutual fund and UIT issuers by service providers. Mutual fund Form NF EFD filing may be implemented in the future.

  • If the issue is being sold by a registered broker-dealer on a best-efforts basis, the issuer must file a broker-dealer statement as outlined in the foregoing sections addressing issuers of securities not defined as covered securities and issuers of covered securities.
  • If the issue is being sold by a registered broker-dealer on a firm commitment basis, only a Further State Notice need be filed by either the issuer or the underwriter. Such filing shall be made directly to DOS.
  • Offering literature must be included with the Form M-11. There is no New York requirement for any prospectus or offering literature to be specifically prepared. If there is none, none need be submitted. However, you are required to refer to the absence of any offering literature in your cover letter. There are no legend requirements.
  • Except for sales of covered securities, no offers or sales of securities may be made until the registration statement is accepted for filing.
    • Pursuant to GBL section 359-e(9), the issuer statement is filed when received, if complete.
    • The Department of Law will notify you or return the filing if it is incomplete.
    • The fee receipt, including your state file number, or EFDID, is the only tangible evidence of registration that you will receive. Keep it for renewal purposes. Refer to it and your file number on any correspondence with the Department of Law.
    • The issuer statement must be renewed every four years, if securities are to be issued.
    • The renewal date and file number appear on the fee receipt received after the application is fully processed.

    Exemptions from registration of filing

    Issuers offering or selling solely the types of securities described below may apply for an exemption pursuant to GBL section 359f(2). For full definitions, see GBL section 359-f(2):

    • seasoned securities with no default (a)
    • listed securities and those senior thereto (b)
    • securities that are issued by the U.S. government or by a foreign government, utility companies, certain nonprofits, or state banks, or that constitute securities of a corporation supervised by an authority of the U.S. or Canada; short-term negotiable notes; whole bonds and mortgages sold at judicial, executor, or bankruptcy sale or liquidated as collateral under a defaulted loan; negotiable documents of title; or foreign currency orders (c)
    • limited offerings to 40 or fewer persons — this applies only to securities offered to fewer than 41 offerees (not purchasers) both within and without the state of New York (d)
    • employee stock-purchase plans (e)

    Filing requirements for exemption application

    • verified petition or affidavit as prescribed by the Issuer Exemption Instruction Sheet ($300 fee). The fee is made payable to the New York State Department of Law
    • RI-1 forms for exemption applications made pursuant to GBL section 359f(2)d (no fee)
    • Further State Notice unless exempt under GBL section 359f(1) ($75 fee).* If you are filing the Further State Notice, there is no fee for the State Notice portion of the form under the GBL section 359(f)(2) exemption application process. A statement that exemption application is being filed with the Attorney General’s Office must be in the State Notice portion
    • Consent to Service of Process or U-2 for non-resident issuers (total fee $35) with DOS*
    • A completed Notice of Appearance if filed by a person that appearing for a fee as a third party (i.e., an attorney, an agent, lobbyist,* or representative) on behalf of a person or organization subject to the regulatory jurisdiction of the Department.

    Exemption applications under GBL section 359-f(2) are not approved upon receipt. Instead, applicants must await review and approval by the Department of Law.

    • No offers or sales may be made within or from the state of New York unless and until the application for exemption has been approved.
    • Upon completion of review you will receive a letter of notification.
    • Exemptions are limited to facts of the application. Each additional offering of securities by the issuer requires a new application for exemption or registration as described above. Changes to the issuance will void the exemption. For example, a change in name of issuer would require a new exemption application and fee.

    Limited exemption. The grant of an exemption under GBL section 359-f(2) only exempts the issuer from filing the M-11 and State Notice but not the Further State Notice. Even those exempt from filing a broker-dealer statement must file the Further State Notice with DOS unless also exempt under GBL section 359-f(1).

    Broker-dealers (excluding issuers)

    Non-FINRA broker-dealers shall file:

    • Form M-1 ($1,200 fee for four years). The fee is made payable to the New York State Department of Law
    • State Notice ($75 fee).*
    • Consent to Service of Process or U-2 for non-resident issuers or brokerage firms (total fee $35).*
    • Latest financial statement.
    • Renewal: Non-FINRA broker-dealer registration is renewed four years after the effective date on the fee receipt
    • If you are located somewhere other than New York, your firm must be registered in your home state in order for the application review process to proceed.
    • No offers or sales of securities may be made until the registration statement is accepted for filing. The Department of Law will notify you or return the filing if it is incomplete. Once the Office of the New York State Attorney General (OAG) determines your filing is complete, you will receive a permit receipt as proof that your submission has been accepted for filing.

    FINRA broker-dealers must register by filing Form BD through the Central Registration Depository (CRD) online portal. All correspondence to FINRA should be sent to: P.O. Box 9401, Gaithersburg MD 20898-9401. All pertinent information is received through the CRD by the New York State Department of Law.

    No offers or sales can take place until the broker-dealer statement is accepted for filing by the Department of Law. The firm must be FINRA and SEC approved. If the firm’s principal place of business is not a New York address, the firm must be approved in their home state.

    • Applications will not be accepted if they contain deficiencies. See 13 NYCRR 10.2(h).
    • Application status will be updated through the CRD system.
    • FINRA member broker-dealers renew every year at year end through the CRD.

    Fingerprinting requirements for broker-dealers and salespersons. (GBL section 359-e (12) – (12-b)). Generally, fingerprinting is required for all persons, including partners, officers, directors and salesperson employed by a broker or dealer required to register with the Department of Law, except for personnel of securities issuers. See GBL section 359-e (12) – (12-b) for specific requirements and exclusions.

    • If fingerprints are already on file with FINRA or the SEC, or any of the major exchanges, they need not be filed with New York.
    • If fingerprints are not already on file, visit www.identogo.com, select “Digital Fingerprinting,” and enter service code “1545Y8.”

    Officers, directors, principals or partners may offer and sell securities within or from the state of New York when they are listed on Form M-1 or BD after such form is complete and filed. They do not have to register separately as salespersons. There are no test requirements for officers, directors, principals or partners of broker-dealers in New York if not applying as individual salespersons.

    If you are located somewhere other than New York, your firm must be registered in your home state in order for the application review process to proceed.