Agent of Issuer Registration Instructions
What is an Agent of Issuer?
An issuer is a business organization, such as a corporation, partnership or limited liability company that offers or sells its own securities to investors. For example, ABC Corporation may sell its own common stock to the public, or XYZ Limited Partnership may offer limited partnership interests to would-be purchasers. An agent of issuer is an individual who represents the issuer in offering or selling the issuer's securities. An agent of issuer must be a natural person (i.e. an individual) and not a corporation or other business entity.
The Connecticut Uniform Securities Act (the "Act") requires that agents of issuer be registered with the Department of Banking's Securities and Business Investments Division. Some agents of issuer, who offer or sell securities exempt from securities registration under certain sections of the Act, need not register with the department. However, any agent of issuer that offers or sells securities in a private placement (sometimes called a private offering) must still be registered even though the securities themselves are exempt from registration with the department. If you have doubts about whether you must register as an agent of issuer, it would be wise to first consult with legal counsel.
Special Rule For General Partners, Officers or Directors of an Issuer
The issuer's general partners, officers or directors would only be considered "agents of issuer" for securities law purposes if they 1) represent the issuer in offering or selling securities; and 2) receive compensation that is directly or indirectly related to purchases or sales of securities.
Quick Checklist for Filers:
- Form U-4 (Uniform Application for Securities Industry Registration or Transfer)
- $125 Initial Registration Fee made payable to "Treasurer, State of Connecticut"
- Proof that You Have Passed the Series 63 Examination
- Photograph of Yourself (waived if your fingerprints are on file with FINRA)
- Form DBA-1 (if applicable)
Common Registration Questions
What Paperwork Do I File?
- Form U-4 (includes Instructions and Definition of Terms) (Uniform Application for Securities Industry Registration or Transfer). Make sure that you file an originally signed version and that the filed version is notarized and complete.
- Proof that you have passed the Series 63 Examination
- Photograph of yourself. This requirement is waived if your fingerprints are on file with the Financial Industry Regulatory Authority's Central Registration Depository ("CRD"). Simply let us know in your cover letter.
- Form DBA-1 If, in representing the issuer, you will be doing business under a name other than your own or that of the issuer, you must file a Form DBA-1 with us. Form DBA-1 asks for information on your use of a trade or assumed name. There is no filing fee associated with Form DBA-1.
Where Do I File? Who Can I Contact with Questions?
Mail the required paperwork to the Securities Division. Our contact information appears below:
State of Connecticut Department of Banking
Securities and Business Investments Division
260 Constitution Plaza, Hartford, CT 06103-1800
Telephone: (860) 240-8230 or (800) 831-7225
Fax: (860) 240-8295
E-mail: dob.sec-reg@ct.gov
How Much Does Registration Cost?
The fee for your initial registration is $125. Make your check payable to "Treasurer, State of Connecticut." Your initial registration automatically expires on December 31st of the year you become registered unless you renew your registration. The renewal fee is $125 and is for a one-year period. We will send you a renewal invoice at the end of the calendar year. By law, registration fees are non-refundable.
Do I Have to Take Any Examinations?
Under Reg. § 36b-31-15e(f), each applicant for registration as an agent of issuer must pass the Uniform State Agents Securities Law Examination (Series 63).
How Will I Know When I Become Registered?
We will notify you in writing once you have become registered as an agent of issuer. Until that time, you may not lawfully transact business as an agent of issuer from Connecticut or with Connecticut residents.
Can I Represent More Than One Issuer At A Time?
Yes, if the department consents. However, you will have to file an agent of issuer application for each issuer you represent. We may consent to your multiple representation if you obtain from each issuer, and file with the department, a written undertaking providing the effective date of your multiple employment and stating that 1) the employer consents to your multiple employment; and 2) the employer agrees to assume joint and several liability with all other employers for any of your acts or omissions during the employment period.
The undertaking may omit the joint and several liability component where the issuers are affiliated or under common management and control.
Can I Be Registered As an Investment Adviser Agent and an Agent of Issuer at the Same Time?
Yes. However, you must obtain and file with us written statements from each of your employers consenting to your acting in the multiple capacity. Note: Written employer consent is not required if both employers are affiliated or under common management and control.
Can I Be Registered as a Broker-Dealer Agent and an Agent of Issuer at the Same Time?
Yes. However, your activities would be subject to Section 36b-31-6e of the Regulations under the Connecticut Uniform Securities Act governing private securities transactions by broker-dealer agents, and you would have to obtain the broker-dealer’s written consent to act as an agent of issuer. We may ask for a copy of the broker-dealer’s written consent in processing your agent of issuer application.
What Do I Do If I End My Relationship With an Issuer?
You must notify the department on Form U-5 (includes Instructions and Definition of Terms) (Uniform Termination Notice for Securities Industry Registration) that you have terminated your association with the issuer.