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:

  • 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).

  • 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.

  • Proof of NASD approval (the Commissioner will review CRD to verify NASD approval).

  • For firms with offices in Georgia, an interview with the Commissioner's staff will be scheduled after application receipt.

  • 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:

  • 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).

  • 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.

  • 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). 

  • 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

  • Form BD; 

  • 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).

  • For each limited salesperson see Limited Salesperson subsection.

  • Additionally, limited dealers (both NASD and Non-NASD members and issuers) must send the following information to the Securities Division directly:

  • 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). 

  • 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). 

  • For firms with offices in Georgia, an interview with the Securities Division will be scheduled after application receipt.

  • 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:

  • 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).] 

  • 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. 

  • 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.

  • 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).   

  • 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

  • File a Form U-4 through CRD.  See O.C.G.A. § 10-5-3(d). 

  • 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.

  • PLEASE NOTE THAT THE STATE OF GEORGIA DOES NOT SPONSOR INDIVIDUALS FOR ANY SECURITIES EXAMS.

  • Submit an Application fee of $50.00 through CRD.  [See O.C.G.A. § 10-5-3(i).]

  • 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(j). To renew, a fee of $40.00 must be submitted through CRD.  See O.C.G.A. § 10-5-3(j).  

  • 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

  • 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.

  • 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.

  • PLEASE NOTE THAT THE STATE OF GEORGIA DOES NOT SPONSOR INDIVIDUALS FOR ANY SECURITIES EXAMS.

  • 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).]

  • 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(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).

  • 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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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.