A training manager asks you to analyze the following USA issue. The exam wants the best state-securities answer, not a practical business answer. Which of the following individuals would be required to register as an agent of an issuer?

AAn officer of the issuer who sells the company's securities to institutional investors in a private placement
BA clerical employee who processes paperwork for securities transactions but does not solicit
CAn officer who sells the issuer's securities and receives commissions tied to those sales✓ Correct answer
DA director who receives no special compensation for selling the company's stock to 3 accredited investors

Explanation

Why C — An officer who sells the issuer's securities and receives commissions tied to those sales

Under USA Section 401(b), an individual who represents an issuer and receives special transaction-based compensation (commissions) for selling securities is generally required to register as an agent. Officers and directors who sell in exempt transactions without special compensation typically do not meet the agent definition. The extra setup is just noise; the controlling state-law rule stays the same.

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