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Wisconsin Broker-Dealer Registration Procedure Form. This is a Wisconsin form and can be use in Blue Sky Secretary Of State.
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Tags: Wisconsin Broker-Dealer Registration Procedure, DFI-DOS-BDP, Wisconsin Secretary Of State, Blue Sky
STATE OF WISCONSIN
DEPARTMENT OF FINANCIAL INSTITUTIONS
DIVISION OF SECURITIES
Mail Specified Documents to:
345 W. Washington Ave.
4th Floor (53703)
P.O. Box 1768
Madison, WI 53701-1768
(608) 266-2139
TTY: (608) 266-8818
Internet: www.wdfi.org
WISCONSIN BROKER-DEALER REGISTRATION PROCEDURE
The following information is provided to assist you in preparing an application for a Wisconsin securities
broker-dealer registration. Until this application is approved, neither the firm nor its agents are registered
in Wisconsin. Therefore, they cannot solicit accounts, open accounts, receive any Wisconsin accounts
from other brokerage firms or transact any other securities business with any Wisconsin residents.
AGENTS MUST BE REGISTERED IN WISCONSIN
Each person who wishes to represent your firm by effecting or attempting to effect securities transactions
in this state must be registered as a securities agent for a Wisconsin registered broker-dealer. To become
registered, each prospective registrant must file an application (see instructions below) and successfully
complete the Uniform Securities Agent State Law Examination (Series 63) or the Uniform Combined
State Law Examination (Series 66) and the examination administered by FINRA which is applicable to
the business the applicant intends to transact in Wisconsin. Study materials for each exam and an
explanation of the examination process can be obtained by writing to FINRA, Book Order Department,
9513 Key West Avenue, Rockville, MD 20850 or by visiting the FINRA website at http://www.finra.org
and following the Registration & Qualification tab or calling (301) 590-6500.
AGENT APPLICATIONS MUST BE SUBMITTED TO CRD
All individuals who will act as agents of a firm that is or will be registered with FINRA must submit a
Form U-4 and the registration application fee set forth below to the Central Registration Depository
(“CRD”). Questions on using the CRD should be directed to the Gateway Call Center at (240) 386-4848.
NET CAPITAL REQUIREMENT
Pursuant to s. DFI-Sec 4.02(1), Wis. Adm. Code, every broker-dealer must maintain net capital as
prescribed by its activities under rule 15c3-1 of the Securities Exchange Act of 1934. Financial reports
are not required to be filed with the application or on an ongoing basis once registered. However, if the
firm is deficient in its net capital or is subject to special net capital conditions by FINRA or the SEC, the
firm must advise this Division at the time of application.
CLEARING BROKERS
If the applicant will use the services of a clearing broker for trading and/or customer account
maintenance, the clearing broker must also be registered as a broker-dealer in Wisconsin.
BROKER-DEALERS PROVIDING INVESTMENT ADVISORY SERVICES
Beginning January 1, 2009, in Wisconsin, a broker-dealer that also provides investment advisory services
must be separately registered or notice filed as an investment adviser. Broker-dealers who wish to
provide advisory services in Wisconsin must make an initial registration or notice filing via the
Investment Adviser Registration Depository (“IARD”). The broker-dealer must provide any additional
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documents required by the investment adviser filing requirements and will be charged the regular
investment adviser registration or notice filing fees for this filing. (See the Investment Adviser Guide)
Agents of the broker-dealer who will provide the advisory services must make a separate application
under the investment adviser registration or notice filing for registration as an investment adviser
representative. They must also have passed the Series 65 exam (post January 1, 2000), the combination
of the Series 7 and 66 exams (post January 1, 2000) within two years of the date of the application, or
have one professional designations listed in section DFI-Sec 5.01(4)(d), Wis. Adm. Code. Examination
waivers for investment adviser representatives listed in section DFI-Sec 5.01(4), Wis. Adm. Code may
also apply.
SUMMARY OF WISCONSIN REQUIREMENTS TO
REGISTER A SECURITIES BROKER-DEALER
1.
Initial applications for broker-dealer registration in Wisconsin are accomplished with a two-stage
filing. The following forms and fees must be filed directly with the CRD:
a.
b.
c.
2.
Form BD (including $400 filing fee)
Form U-4 and $80 for each agent to be registered in Wisconsin. (U-4s can be filed at the time
of the firm’s application or later, as long as one agent is registered before the firm begins to
conduct business in Wisconsin.)
A Form BR for all offices in Wisconsin along with $80 for each such office.
In addition, the following documents must be filed directly with this Division (no application will be
considered complete without these additional documents):
a. A completed WISCONSIN SECURITIES ACTIVITY QUESTIONNAIRE. A blank form
is enclosed.
b.
Financials – Most applications DO NOT require financial information. If the broker-dealer
is not delinquent in the filing of its annual financial statements with the U.S. Securities and
Exchange Commission under Rule 17a-5 of the Securities Exchange Act of 1934, it is not
necessary to file a financial statement with the Division. However, information on any
deficiencies or special conditions must be reported to the Division in writing.
c.
Information as to whether ONLINE TRADING will be available from the broker-dealer. If
the firm has a WEBSITE, provide the URL address or samples of the front page and any
pages relating to account opening, terms and conditions, agreements and disclosures.
FEES
Fees incident to filing broker-dealer and agent applications include the following:
$400
FILING ($200) and EXAMINATION FEES ($200) – For review of the application by this
Division as prescribed by sec. 551.614(2), Wis. Stats. and s. DFI-Sec 7.01(3)(a), Wis. Adm.
Code, for a BROKER-DEALER APPLICATION. These fees are to be submitted directly
to the CRD.
$80
SECURITIES AGENT APPLICATION FILING FEE ($80) as prescribed by sec.
551.614(2), Wis. Stats. must be remitted for each securities agent application filed. These
fees are to be submitted directly to the CRD.
$80
BRANCH OFFICE FILING FEE ($80) as prescribed by sec. 551.614(2), Wis. Stats., for
each branch office located in Wisconsin. These fees are to be submitted directly to the CRD.
REVIEW BY STAFF
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After an application is received by the Division, it will be reviewed and you will be notified in writing of
any deficiencies within 30 days. However, most deficiency letters are sent within 10 days. The date of
filing is based upon the date the application is transferred from “No Status” to “Pending” on the records
of the CRD.
Depending upon the information filed in the application and at the discretion of the staff, additional
information may be requested. The filing of information with the CRD does not preclude a request that a
hard copy be filed with the Division. The staff may also contact third parties such as clearing brokers and
other regulatory agencies for information regarding the applicant or its principals. Wisconsin statutes
require that a firm be advised of any deficiencies in its application within 30 days of filing. The applicant
has 180 days from the filing date of its application to address all deficiencies and complete the
application. The staff has 45 days from the receipt of new information requested as part of the review
process to take action on the application or request further information.
A firm will not be approved until approval has been noticed via the CRD for the SEC, FINRA and the
broker-dealer’s home state.
AMENDMENTS to Form BD, changes of address or principal office, changes to Schedules A through D
or other related topics will be accepted as filed with the CRD. These amendments are not required to be
filed directly with the Division.
All reports required by s. DFI-Sec 4.04, Wis. Adm. Code and copies of all civil suits must still be filed
with the Division regardless of their inclusion with a Form BD amendment.
LAW AND RULES AVAILABLE
Copies of the Wisconsin Uniform Securities Law and Rules of the Division are available online at the
DFI website at: http://www.wdfi.org/fi/securities/statutes.htm.
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If you have questions about requirements for registering as a foreign corporation in Wisconsin, contact
the DFI Division of Corporate & Consumer Services, 345 W. Washington Ave., 3rd Floor, Madison,
Wisconsin 53703, (608) 261-9555.
If you have any additional questions concerning Wisconsin broker-dealer registration application
requirements, you may call (608) 266-2139 for assistance.
Additional copies of this packet and forms are available online at:
http://www.wdfi.org/_resources/indexed/site/fi/securities/registration/f_bdpacket.pdf
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