Application for Registration
I. FINRA Member Dealers:
1. Submit Form BD or amended Form BD to the FINRA WebCRD system requesting registration in Arizona. [See A.R.S. § 44-1941]
2. Submit $300.00 registration fee to the FINRA WebCRD. [See A.R.S. § 44-1861(A)(1) and § 44-1941(B)]
3. Submit directly to the Division an audit report prepared by an independent certified public accountant together with a balance sheet, related statements of income (loss), stockholders' equity or retained earnings and cash flows prepared in accordance with generally accepted accounting principles as of the most recent practicable date. This requirement is not applicable for those Dealers who have not yet provided audited financial statements pursuant to SEC requirements. [See A.R.S. § 44-1941(A)(10)]
Applications for registration as a dealer will be processed in accordance with A.A.C. R14-4-147.
The Division will review the information provided through the WebCRD system and the financial statements. Additional information based on this review may be requested. [See A.R.S. § 44-1942] The approval of the application by FINRA and the state of the dealer’s principal place of business is also required.
II. Non-FINRA Dealers:
1. Form BD, manually signed and notarized. [See A.R.S. § 44-1941(A)]
2. Registration fee of $300.00 payable to the Arizona Corporation Commission. [See A.R.S. § 44-1861(A)(1) and § 44-1941(B)]
3. An audit report prepared by an independent certified public accountant together with a balance sheet, related statements of income (loss), stockholders' equity or retained earnings, and cash flows prepared in accordance with generally accepted accounting principles as of the most recent practicable date. This requirement is not applicable for those dealers who have not yet provided audited financial statements pursuant to SEC requirements. [See A.R.S. § 44-1941(A)(10)]
Applications for registration as a dealer will be processed in accordance with A.A.C. R14-4-147.
The Division will review the information provided on Form BD and in the financial statements. Additional information based on this review may be requested. [See A.R.S. § 44-1942] The approval of the application by an exchange (if applicable) and the state of the dealer’s principal place of business is also required.
III. Issuer Dealers:
1. Form BD, manually signed and notarized. [See A.R.S. § 44-1941]
2. Articles of incorporation and by-laws, partnership agreement, or limited liability company operating agreement. [If not filed in connection with the registration of securities pursuant to A.R.S. § 44-1893(B).]
3. An audit report prepared by an independent certified public accountant together with a balance sheet, related statements of income (loss), stockholders' equity or retained earnings, and cash flows prepared in accordance with generally accepted accounting principles as of the most recent practicable date. In some instances it may be necessary to furnish unaudited financial statements as of a current date when the audited financial statements are more than 90 days old. The audited financial statements are required by A.R.S. § 44-1941(10) and § 44-1894(9) and (10); therefore, no waiver will be granted from this requirement.
4. A consent signed by the firm's independent certified public accountants permitting the use of their audit report that accompanies the financial statements filed with the application. Refer to Rule R14-4-120(D). No specific language is required for the consent.
5. Brief description of how the securities will be sold and an undertaking that the Division will be informed if there is a change in the method of sale. [See A.R.S. § 44-1942] Also, represent whether any individuals other than officers will sell the securities in Arizona. If so, the attached salesman requirements must be met (non-FINRA salesman requirements). See A.R.S. Section 44-1801(20) and ACC Rule R14-4-133.
6. Identity of the individual (designated principal) that has taken the appropriate principal's examination (name & CRD or social security number). (Provision of the social security number is optional/voluntary.) [See A.R.S. § 44-1942] Examination requirements may be waived upon showing of equivalent financial or brokerage experience. Also, please provide a Form U-4 for such individual.
7. Representation to the Division that in the event of a change in the individual designated as principal for the dealer, the Issuer will submit to the Division written notice of such change at the time of such change. It will be necessary to provide a Form U-4 for such individual as well as proof that such individual has passed the relevant exams. [See A.R.S. § 44-1942]
8. A notarized statement by an officer that indicates that there have been no sales of securities in Arizona prior to registration. [See A.R.S. § 44-1942]
9. A prospectus of an offering the dealer intends to sell or has sold. [If not filed in connection with the registration of securities pursuant to A.R.S. § 44-1894.]
10. An undertaking that the Issuer will comply with A.R.S. Section 44-1948(A) (Reporting Requirements of Dealers and Salespersons).
11. Registration fee of $100 payable to Arizona Corporation Commission. See A.R.S. § 44-1861(B)
Applications for registration as a dealer will be processed in accordance with A.A.C. R14-4-147.
The Division will review the information provided. Additional information based on this review may be requested. [See A.R.S. § 44-1942]
Maintenance of Registration
FINRA Member Dealers:
To maintain registration, FINRA member dealers must comply with A.R.S. § 44-1948(A) as follows: (1) file with the WebCRD all amendments and changes to Form BD as such changes occur or within 90 days of the change; and (2) file with the Securities Division annual audited financial statements simultaneously with the filing of such information with the SEC. [See A.R.S. § 44-1948(A)(1) and (2)].
In addition, all FINRA member dealers shall pay a $300.00 annual fee on or before the last working day of December of each year. Checks are to be payable to "FINRA" and sent to the WebCRD. [See A.R.S. § 44-1861(A)(1)]
Non-FINRA Dealers:
To maintain registration, non-FINRA dealers must comply with A.R.S. § 44-1948(A) as follows: (1) file with the Securities Division all amendments and changes to Form BD as such changes occur or within 90 days of the change; and (2) file with the Securities Division annual audited financial statements simultaneously with the filing of such information with the SEC. [See A.R.S. § 44-1948(A)(1) and (2)]. If the dealer is not registered with the SEC, such financial statements shall be filed within ninety (90) days of the audit report date. [See A.R.S. § 44-1948(A)(3)]
In addition, all non-FINRA dealers shall pay a $300.00 annual fee on or before the last working day of December of each year. Checks are to be payable to the Arizona Corporation Commission and sent to the Division. [See A.R.S. § 44-1861(A)(1)]
Issuer Dealers:
To maintain registration, issuer dealers must comply with A.R.S. § 44-1948(A) as follows: (1) file with the Division all amendments and changes to Form BD as such changes occur or within 90 days of the change; and (2) file with the Securities Division annual audited financial statements within 90 days of the audit report date [See A.R.S. § 44-1848(A)(3)].
In addition, all issuer dealers shall pay a renewal fee of $100.00 (checks payable to the Arizona Corporation Commission) prior to the expiration date of its registration. [See A.R.S. § 44-1861(B)] Registration of a dealer who deals exclusively in securities of which the dealer is the issuer shall expire one year from the effective date of registration. [See A.R.S. § 44-1947(B)]
Name Change
FINRA Member Dealers: In the event of a name change, filing the amended Form BD with the FINRA WebCRD system is sufficient. There are no direct filing requirements with the Division.
Non-FINRA Dealers: In the event of a name change, file an amended page 1 of Form BD (signed and notarized) with the Division.
Issuer-Dealers: In the event of a name change, file an amended page 1 of Form BD (signed and notarized) with the Division.
Reorganization
In the event of any kind of reorganization of the dealer, please contact the Division and we will discuss any filing requirements.
Mailing Address
Securities Division
Arizona Corporation Commission
1300 West Washington
Third Floor
Phoenix, AZ 85007
If you have any questions, please contact the Division at (602) 542-0326.
