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Dealers/Salespersons
In Georgia, dealers and
salespersons are persons or firms that are authorized to sell or offer for sale
securities issued by another person. Georgia requires all dealers and
salespersons, who offer for sale or sell any securities within or from Georgia,
to be registered with the Commissioner of Securities. THERE IS NO DE MINIMUS
EXCEPTION FOR DEALERS OR SALESPERSONS. THE COMMISSIONER ENCOURAGES YOU TO
CONSULT WITH LEGAL COUNSEL SHOULD YOU HAVE ANY QUESTIONS. ALSO, THE STATEMENTS
CONTAINED ON THIS SITE ARE INTENDED TO BE SUMMARIES OF THE STATUTES AND
REGULATIONS. YOU SHOULD CONSULT THE ACTUAL TEXT OF THE LAW WHEN REVIEWING THE
WEBSITE INFORMATION. ALL REFERENCES TO THE SECURITIES DIVISION MEAN THE GEORGIA
SECURITIES DIVISION.
General Dealer
Limited Dealer
Designated Dealer
Salesperson
Limited Salesperson
Designated Salesperson
Examination
Waiver Information
Statutes and Regulations
Frequently Asked
Questions
General Dealer
[O.C.G.A. § 10-5-3]:
A general dealer is a person or
firm other than a registered salesperson who acts as an agent, broker or
principal in the business of offering, buying, selling or otherwise dealing or
trading securities issued by another with some limited exceptions. See O.C.G.A.
§ 10-5-2(a)(8). Georgia requires general
dealers to be members in good standing of the
National Association of Securities Dealers or registered with the
United States Securities and Exchange Commission under the federal
Securities Exchange Act of 1934. See Georgia Regulation 590-4-2-.02(b). General Dealers must
file electronically through the Central Registration Depository (CRD) system
operated by the
National Association of Securities Dealers (NASD)
(for questions regarding WebCRD please contact WebCRD at (301) 590-6500).
Initial Registration
Through CRD:
In addition,
through the Commissioner of the Securities Division directly:
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Financial Statements:
A balance sheet dated within 90 days of the filing. The 90 day balance sheet
need not be certified. If the 90 day balance sheet is not certified, in
addition, the applicant shall file a certified balance sheet as of a date
within one year of the date of filing. Balance sheets shall be prepared
according to generally accepted accounting principles. O.C.G.A. §
10-5-3(c)(10).
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The address
and
telephone number of Georgia branch offices, if any (please state “none” if the
general dealer will have no Georgia branch offices). See Georgia Regulation
590-4-2-.01(3).
A branch office is
any commercial office or location where securities business is conducted by a
general dealer, limited dealer or its representatives. See Georgia Regulation
590-4-2-.01(3)(b).
However, please note that the branch office must register through CRD.
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Proof of NASD approval (the Commissioner will review CRD to verify NASD
approval).
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For
firms with offices in Georgia, an interview with the Commissioner's staff will
be scheduled after application receipt.
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Submit any other information requested by the Commissioner.
Expiration and Renewal
Unless renewed, registration
expires on December 31st of each calendar year. See O.C.G.A.
§
10-5-3(i). To renew, a general dealer
must complete the following:
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Send a renewal fee of
$100.00 per firm and $40.00 per salesperson through CRD. See O.C.G.A. §
10-5-3(j).
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One should
note that instructions from NASD regarding CRD renewal are published during
the Fall prior to expiration. If you do not receive instructions from NASD
regarding the renewal process during the Fall, you should contact NASD at (301)
590-6500 or the Securities Division at (404) 656-3920.
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THE SECURITIES DIVISION WILL
NOT SEND OUT SEPARATE RENEWAL NOTICES TO REMIND REGISTRANTS OF THE
RENEWAL PROCESS.
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FAILURE TO RENEW BY
DECEMBER 31ST WILL RESULT IN TERMINATION OF YOUR REGISTRATION
STATUS IN GEORGIA.
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Send a copy of balance sheet
dated within 90 days prior to the date of filing. As to certification, see
initial registration, financial statements subsection. See O.C.G.A. §
10-5-3(i).
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Submit any other information requested by the Commissioner.
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Limited Dealer
[O.C.G.A. § 10-5-3]:
The State of
Georgia also registers limited dealers, who are dealers or issuers authorized to
deal only with respect to certain securities.
See O.C.G.A. § 10-5-2(a)(17). NASD limited
dealers must file
electronically through the Central Registration Depository (CRD) system operated
by the
National Association of Securities Dealers (NASD) (for
questions regarding WebCRD please contact WebCRD at (301) 590-6500). Non-NASD
members or issuers must file manually the following forms directly with the
Commissioner through the Securities Division.
Initial Registration
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Form BD;
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Application fee of $250.00.(NASD
members submit through CRD; Non-NASD members or issuers directly to the
Commissioner through the Securities Division.) See O.C.G.A. §
10-5-3(j).
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For
each limited salesperson see Limited Salesperson subsection.
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Additionally, limited dealers (both NASD and Non-NASD members and issuers)
must send the following information to the Securities Division directly:
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Financial Statements:
A balance sheet dated within 90 days of the filing. The 90 day balance sheet
need not be certified. If the 90 day balance sheet is not certified, in
addition, the applicant shall file a certified balance sheet as of a date
within one year of the date of filing. Balance sheets shall be prepared
according to generally accepted accounting principles. O.C.G.A. §
10-5-3(c)(10).
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The
address and telephone number of Georgia branch offices, if any (please state
“none” if the limited dealer will have no Georgia branch offices). See
Georgia Regulation
590-4-2-.01(3).
A branch office is
any commercial office or location where securities business is conducted by a
general dealer, limited dealer or its representatives. See Georgia Regulation
590-4-2-.01(3)(b).
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For
firms with offices in Georgia, an interview with the Securities Division will
be scheduled after application receipt.
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Submit any other information requested by the Commissioner.
Expiration and Renewal
Unless renewed, registration
expires on December 31st of each calendar year. See O.C.G.A.
§
10-5-3(i). To renew, a
limited dealer must complete the following:
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For NASD member limited
dealers, send a renewal fee of $100.00 per firm and $40.00 per salesperson
through CRD; [See O.C.G.A. §
10-5-3(i).] For
Non-NASD member dealers and issuers, send a renewal fee of $100.00 per firm
and $40.00 per salesperson directly to the Securities Division. [See O.C.G.A.
§
10-5-3(i).]
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For NASD member limited
dealers, one should note that
instructions from NASD regarding CRD renewal are published during the Fall,
prior to expiration. If you do not receive instructions from NASD regarding
the renewal process during the Fall you should contact NASD at (301) 590-6500
or the Securities Division at (404) 656-3920.
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THE SECURITIES DIVISION WILL
NOT SEND OUT SEPARATE RENEWAL NOTICES TO REMIND REGISTRANTS OF THE
RENEWAL PROCESS.
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FAILURE TO RENEW BY DECEMBER 31ST WILL RESULT IN TERMINATION OF YOUR
REGISTRATION STATUS IN GEORGIA.
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Send a copy of balance sheet
dated within 90 days prior to the date of filing. As to certification, see
above
initial registration, financial statements subsection. See O.C.G.A. §
10-5-3(i).
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Submit any other information requested by the Commissioner.
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Designated Dealer
[O.C.G.A. § 10-5-3]:
Georgia also
provides for designated dealer registration for persons or firms who sell
securities. See O.C.G.A. §§
10-5-2(a)(9),
10-5-3(l) and
10-5-3(p) and Georgia Regulation
590-4-2-.16. In addition to any forms required of general or limited
dealers, the Form DD notification form must be filed manually with the
Commissioner through the Securities Division.
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Salesperson
[O.C.G.A.
§ 10-5-3]:
A salesperson is
employed by a dealer to sell securities but is not a registered dealer. See O.C.G.A. § 10-5-2(a)(25).
Salespersons in
Georgia must be
affiliated with an NASD registered dealer. To register as a salesperson one must
complete the following requirements:
Initial
Registration
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File a
Form U-4
through CRD. See O.C.G.A. §
10-5-3(d).
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Pass a Series
63 or Series 66 PLUS one other exam (Series 7; S6; S1; S2; S22; S52; or the NASAA Real
Estate Securities Examination). See Georgia Regulation
590-4-2-.06(2).
For more information regarding examination scheduling, contact NASD at (404)
239-6148.
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PLEASE NOTE THAT THE STATE OF
GEORGIA DOES NOT SPONSOR INDIVIDUALS FOR ANY SECURITIES EXAMS.
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Submit an Application fee of
$50.00 through CRD. [See O.C.G.A. §
10-5-3(i).]
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Submit any other information requested by the Commissioner.
Expiration and Renewal
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Unless renewed, registration
expires on December 31st of each calendar year. See O.C.G.A. §
10-5-3(j). To
renew, a fee of $40.00 must be submitted through CRD. See O.C.G.A. §
10-5-3(j).
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One should note that
instructions from NASD regarding CRD renewals are published during the Fall
prior to expiration. If you do not receive instructions from NASD regarding
the renewal process during the Fall you should contact NASD at (301) 590-6500
or the Securities Division at (404) 656-3920.
-
THE SECURITIES DIVISION WILL
NOT SEND OUT SEPARATE RENEWAL NOTICES TO REMIND REGISTRANTS OF THE
RENEWAL PROCESS.
-
FAILURE TO RENEW BY DECEMEBER 31ST WILL RESULT IN TERMINATION OF YOUR REGISTRATION
STATUS IN GEORGIA.
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Limited Salesperson
[O.C.G.A. § 10-5-3]:
A limited
salesperson is a salesperson only authorized to sell or offer for sale certain
securities. Limited salespersons are affiliated with limited dealers. See O.C.G.A. § 10-5-2(a)(18). To register as a limited salesperson one must
complete the following requirements:
Initial
Registration
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For a limited
salesperson affiliated with an NASD member limited dealer, file a
Form U-4
through CRD. See O.C.G.A. §
10-5-3(d).
For a limited salesperson not affiliated with an NASD member limited dealer,
file a
Form U-4
manually with the Commissioner through the Securities Division.
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Pass a Series
63 or Series 66 PLUS one other exam (Series 7; S6; S1; S2; S22; S52; or the NASAA Real
Estate Securities Examination). See Georgia Regulation
590-4-2-.06(2).
For more information regarding examination scheduling, contact NASD at (404)
239-6148.
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PLEASE NOTE THAT THE STATE OF
GEORGIA DOES NOT SPONSOR INDIVIDUALS FOR ANY SECURITIES EXAMS.
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Submit an Application fee of
$50.00 through CRD for a limited salesperson affiliated with an NASD member
limited dealer or manually with the Commissioner through the Securities
Division for a limited salesperson not affiliated with an NASD member limited
dealer. [See O.C.G.A. §
10-5-3(i).]
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Submit any other information requested by the Commissioner.
Expiration and Renewal
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Unless renewed, registration
expires on December 31st of each calendar year. See O.C.G.A. §
10-5-3(j). To
renew, a fee of $40.00 must be submitted through CRD on behalf of a limited
salesperson affiliated with an NASD member firm. For a limited salesperson
not affiliated with an NASD member firm, the $40.00 renewal fee should be
manually submitted to the Commissioner through the Securities Division. See
O.C.G.A. §
10-5-3(j).
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For NASD affiliated limited
salespersons, one should note that
instructions from NASD regarding CRD renewal are published during the Fall,
prior to expiration. If you do not receive instructions from NASD regarding
the renewal process during the Fall, you should contact NASD at (301) 590-6500
or the Securities Division at (404) 656-3920.
-
THE SECURITIES DIVISION WILL
NOT SEND OUT SEPARATE RENEWAL NOTICES TO REMIND REGISTRANTS OF THE
RENEWAL PROCESS.
-
FAILURE TO RENEW BY DECEMBER 31ST WILL RESULT IN TERMINATION OF YOUR REGISTRATION
STATUS IN GEORGIA.
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Designated Salesperson
[O.C.G.A. § 10-5-3(j)]:
A designated
salesperson is a salesperson authorized by a designated dealer or by an issuer
to sell designated securities. Designated salespersons can be affiliated with
either designated general or designated limited dealers. See O.C.G.A. §§
10-5-2(a)(10),
10-5-3(p). In addition to
any forms required of a general or limited salesperson, the Form DST
certification must be filed manually with the Securities Division.
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Examination Waiver Request
Information
An individual can,
in writing, request from the Commissioner a waiver of the examination
requirements for a salesperson or limited salesperson. Please note that pursuant
to O.C.G.A. §50-13-9.1,
an individual requesting (in writing) an examination waiver must show
“substantial hardship”. “Substantial hardship” is defined as a “significant,
unique, and demonstrable economic, technological, legal, or other type of
hardship to the person requesting a variance or waiver which impairs the ability
of the person to continue to function in the regulated practice or business”. It
is the Commissioner’s decision to determine if substantial hardship has been
demonstrated and to grant an examination waiver.
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The above
listing includes forms available on line, but is not an all-inclusive listing of
forms required for registration or renewal. Please refer to O.C.G.A. §§
10-5-2,
10-5-3,
10-5-4, and Georgia Regulations
590-4-2 et seq. for all filing requirements.
Statutes and Regulations
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The Georgia Securities Act of 1973 - O.C.G.A. § 10-5-1, et. seq.
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Frequently Asked
Questions
1. Who
do I contact in connection with my initial registration in the State of Georgia?
For
information on filing electronically through the CRD System, contact NASD at
the following:
National
Association of Securities Dealers
9513 Key West Avenue
Rockville, Maryland 20850-3389
(301) 590-6500
For all
other information concerning registration in the State of Georgia, contact the
Securities Division at the following:
Dealer/Salesperson Examiner
Georgia Secretary of State
- Securities and Business Regulation Division
802 West
Tower
2 MLK
Jr., Drive
Atlanta,
Georgia 30334
(404)
656-3920
2. If I
am a general or limited dealer do I have to file an audited financial statement?
Yes. Please
see O.C.G.A. § 10-5-3(c), which sets forth
requirements regarding financial statements for initial registration and O.C.G.A.
§
10-5-3(i) which sets forth requirements regarding financial statements for
the renewal process.
3. Is
there a de minimus exception for registration as a dealer or a salesperson in
Georgia?
No. If you
sell or offer for sale securities within or from the state of Georgia you must
register even if you only have one client. The only exceptions are found in
O.C.G.A. §10-5-9
4. Are
there any special supervision obligations for a dealer or a salesperson in
Georgia?
Yes. Each
dealer must comply with the supervision requirements of NASD.
5. Does
the Securities Division require branch office registration for branches located
in Georgia?
No. The
Securities Division has no special branch office registration requirements other
than those required by the NASD. However, every general dealer or limited dealer
of securities with branch offices in Georgia must designate through CRD a resident
supervisor and shall furnish to the Securities Division upon request the
location and telephone number of all Georgia branch offices and the name of the
resident supervisor for each branch office.
6. Does
Georgia sponsor individuals for securities exams?
No. Georgia
does not sponsor individuals for any securities exams.
7. Are
promissory notes securities and, if so, do sellers have to be registered as
dealers/or salespersons?
Generally,
yes. Promissory notes are securities that require the sellers to be registered
as dealers, salespersons, investment advisers, or investment adviser
representatives. The promissory note itself should be registered as a security.
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Please note: The Securities Division
posts this material for the convenience of its users. This material does not
necessarily include all of the information and forms relevant for the filing,
registration or renewal of entities or products regulated by the Securities
Division. A user of the information and forms provided on this Web page should
review applicable Georgia law in order to determine whether the user is in
compliance with the various filing, registration or renewal requirements. The
information contained in this website does not constitute legal advice. The
Commissioner encourages all interested individuals to consult their own
attorneys should they have questions regarding legal interpretations of Georgia
Securities statutes or regulations.
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