Securities Advisory Releases
Advisory Release AR-10-01:
Current Exam Requirements for Issuer-Agents
The Commissioner of Securities is issuing this advisory release to provide current information on examination requirements for issuer-agents in Missouri.
The Missouri Securities Act of 2003 (the “Act”) defines an agent as an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer in effecting or attempting to effect purchases or sales of the issuer’s securities. Section 409.1-102(1), RSMo. The Act thus contemplates two types of agents: broker-dealer agents and issuer-agents.
The Act requires any person transacting business as an agent in Missouri to be registered under the Act or qualify for an exemption from registration. Section 409.4-402(a), RSMo.
To be registered as an agent under the Act, one must comply with the requirements of section 409.4-406, RSMo. Section 409.4-406, RSMo, states that applicants must comply with rules issued under the Act. Several rules issued under the Act detail what an applicant must do to be registered in this State. For instance, the Act’s regulations state that, to be registered, an issuer-agent must take and pass:
- The applicable FINRA examination; and
- Either the Series 63 or the Series 66 examination.
15 CSR 30-51.030(2)(B). Paragraph 1’s “applicable FINRA examination” refers to the list of examinations promulgated by the Financial Industry Regulatory Authority (“FINRA”). FINRA administers several types of examinations, each testing the applicant’s ability to offer or sell that particular security consistent with ethical sales practices and investor suitability.
As of this date and until further notice, the Commissioner advises that, for the purposes of 15 CSR 30-51.030(2)(B)1, there is no applicable FINRA examination for issuer-agents offering or selling an issuer’s securities. Please note that this advisory is subject to change at any time and that the Commissioner may conclude otherwise at any time, and is not bound in any manner to maintain this position for any period of time. Nothing in this advisory release effects or impacts any portion of 15 CSR 30-51.030(2)(B)1 except the portion concerning the “applicable FINRA exam,” nor the Commissioner’s antifraud powers under the Act.
This release is for informational purposes only and does not offer analysis on or applicability to any particular set of facts. If you have any questions, please contact the Securities Division at (573) 751-4136.