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← Series 63: Regulation of Broker-Dealers & Agents
Series 63 practice questionmediumAgent Registration — Exemptions

During a registration workshop, the instructor adds this setup first. Assume all filings and notices are evaluated under the USA. An individual who represents an issuer in selling the issuer's own securities is generally required to register as an agent UNLESS:

  1. AThe securities are sold at a discount to employees
  2. BThe individual has more than 5 years of experience
  3. CThe issuer has fewer than 100 shareholders
  4. DThe issuer's securities are exempt or sold in an exempt transaction, such as certain transactions with institutional investors✓ Correct answer
Explanation

Why D — The issuer's securities are exempt or sold in an exempt transaction, such as certain transactions with institutional investors

Under USA Section 402(b), individuals representing issuers must register as agents unless the securities being sold are exempt securities or the transactions qualify as exempt transactions (such as sales to institutional investors). Experience level and number of shareholders do not create registration exemptions for agents. The governing USA principle is unchanged even though the framing is different.

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