Registration of Agents and Investment Adviser Representatives
 

A key concept in the registration of agents and investment adviser representatives is the representative nature of each of these categories. Implicit to fit within each category is the need for the assent of the principals—the broker-dealers, issuers or investment advisers—for these persons to serve as their representatives. Sponsorship is another term sometimes used to describe this aspect of the relationship between a BD (or an issuer) and an agent or between an IA and an IA rep. Individuals who meet the definition of agent as set forth in Section 1-102.2 of the Oklahoma Uniform Securities Act of 2004 (Securities Act) must register pursuant to Section 1-402 of the Securities Act unless excepted or exempt. Individuals who meet the definition of investment adviser representative as set forth in Section 1-102.18 of the Securities Act must register pursuant to Section 1-404 of the Securities Act unless excepted or exempt.

FINRA Broker-Dealer Agents

Under the rules of the Financial Industry Regulatory Authority (FINRA), a self-regulatory organization, a person registering as an associated person (or an agent) of a FINRA member must provide a manually signed Form U-4 to the broker-dealer member for filing. The FINRA member must submit the U-4 through the Web Central Registration Depository (WebCRD) System that is operated by FINRA. If you have questions about the use of the CRD, please contact the Gateway Call Center at (301) 590-6500 or the Department at (405) 280-7700.

To apply for registration with the Department pursuant to Section 1-406 of the Securities Act as a broker-dealer agent of a FINRA member, the person must meet applicable FINRA registration requirements. Further, the following must be submitted for the individual to FINRA via the Firm Gateway:

    1. A completed Form U-4 designating Oklahoma;

    2. The $50.00 filing fee specified in Section 1-612 of the Securities Act;

    3. Proof of individual’s successful completion of the applicable examinations specified in 660:11-5-16 of the Rules of the Oklahoma Securities Commission and the Administrator of the Department of Securities (Rules); and

    4. Any additional documentation, supplemental forms and information as the Administrator may deem necessary.

Agents of non-FINRA Broker-Dealers and Issuer Agents

To apply for registration with the Department pursuant to Section 1-406 of the Securities Act as an agent of a non-FINRA broker-dealer or as an issuer agent [see box below for orders of exemption for certain issuer agents], the following must be submitted for the individual:

    1. A completed Form U-4;

    2. The $50.00 filing fee specified in Section 1-612 of the Securities Act;

    3. Proof of successful completion of the applicable examinations specified in 660:11-5-16 of the Rules;

    4. If for an issuer agent, an executed Applicant/Management Certification form (as revised 7/04);

    5. Any additional documentation, supplemental forms and information as the Administrator may deem necessary.

    Issuer Agent Exemptions
    Administrative Orders exempting individuals from issuer agent registration requirements for effecting transactions:
    In a private offering
    In certain Reg D offerings
    In offerings to accredited investors

    Agents applying for registration with a non-FINRA broker-dealer or an issuer shall file the required documentation directly with the Department at the following address and make fees payable to "Oklahoma Securities Department."

      OKLAHOMA DEPARTMENT OF SECURITIES
      Suite 860, First National Center
      120 North Robinson
      Oklahoma City, OK 73102

    For assistance, call the Department at (405) 280-7700.

Investment Adviser Representatives

Individuals who meet the definition of investment adviser representative as set forth in Section 1-102.18 of the Oklahoma Uniform Securities Act of 2004 (Securities Act) must register pursuant to Section 1-404 of the Securities Act unless excepted or exempt. The Investment Adviser Registration Depository (IARD) Program operated by the Financial Industry Regulatory Authority (FINRA), a self-regulatory organization, provides for the registration of Investment Adviser Representatives (RAs) using the Individual Form Filing Functionality in Web CRD. The individual may represent either a state registered investment adviser or an SEC investment adviser. Solicitors must be registered as investment adviser representatives of the investment adviser for whom they solicit unless excepted or exempted.

To apply for registration with the Department pursuant to Section 1-406 of the Securities Act as an Investment Adviser Representative, the following must be submitted for the individual via the Firm Gateway:

    1. a completed Form U-4 submitted via IARD with the "Oklahoma" box checked and the "RA" box checked;

    2. $50.00 filing fee to be paid directly to the IARD; and

    3. proof of successful completion of Series 65 examination (or Series 66 and Series 7 examinations) or such other examination(s) or certifications determined by the Administrator to be acceptable in lieu thereof 1. Any exam score that predates an initial application by more than 2 years will not be recognized for the purpose of qualification for registration in this state, in the absence of continuous registration as an investment adviser representative in another jurisdiction since examination or continuous registration as an agent with FINRA (formerly NASD) or another jurisdiction since examination.

    The Investment Advisers Supervision Coordination Act preserves the state's authority to register or otherwise qualify an SEC Registered Adviser's investment adviser representatives who have a place of business located within this state. Based on the Investment Advisers Supervision Coordination Act and rules adopted by the SEC, this authority is limited to supervised persons 2 who have a place of business located within this state and more than 10% of whose clients are natural persons. This authority does not encompass supervised persons who do not, on a regular basis, solicit, meet with, or otherwise communicate with clients of the investment adviser, or who provide only impersonal investment advice.

Renewal of Investment Adviser Representatives

To renew registration of an investment adviser representative, the investment adviser firm must submit a renewal fee of $50 for each investment adviser representative to the IARD prior to the renewal cutoff in mid-December of each year.

(1) The following certifications have been so determined: Certified Financial Planner (CFP); Chartered Financial Consultant (ChFC); Personal Financial Specialist (PFS); Chartered Financial Analyst (CFA); and Chartered Investment Counselor (CIC).

(2) As set forth in the Coordination Act, "supervised person” means “any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser."