Securities Firms and Individuals - How to Register
How to Register Firms and Individuals to Sell Securities in Kentucky
Mail correspondence to:
Office of Financial Institutions
1025 Capital Center Drive, Suite 200
Frankfort, KY 40601
NOTE: The downloadable documents on this page can be viewed with Adobe Acrobat Reader or Microsoft Word. If an alternative format is needed, contact Kelly May at 502-573-3390, ext. 252. If you have questions about the documents or procedures, please contact the appropriate person noted in your section.
Click the links below to go directly to the appropriate section:
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Broker-Dealers |
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Brokers and dealers are entities that are licensed to sell registered securities within the state of Kentucky.
Broker-Dealer Registration
To initially register as a broker-dealer in Kentucky, a firm must:
Submit a Form BD and $120 filing fee to the Central Registration Depository (CRD). A registered broker-dealer must have at least one agent registered in Kentucky.
A broker-dealer shall promptly file an amendment with the CRD if the information contained in its Form BD becomes inaccurate or incomplete in any material respect.
To renew a registration, a broker-dealer shall submit a fee of $120 to the CRD.
NOTE: Broker-dealers are not required to submit annual reports to the Office of Financial Institutions (OFI).
To terminate a registration, a firm should file a Form BDW through the CRD.
Documents:
Form BD - Uniform Application for Broker-Dealer Registration
Form BDW - Uniform Request for Broker-Dealer Withdrawal
For More Information:
Contact Ronda Paul at 502-573-3390, ext. 274, with any questions regarding broker-dealer registration requirements.
Contact Carmen Bishop at 502-573-3390, ext. 284, with any questions regarding compliance issues.
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Broker-Dealer Agents |
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Broker-dealer agents are individuals who are licensed to sell securities on behalf of a registered broker-dealer.
Broker-Dealer Agent Registration
It is unlawful for a broker-dealer to employ an agent in Kentucky unless that person is registered under the provisions of Kentucky Revised Statutes (KRS) 292.330.
All agent applications shall be submitted on the Form U-4 to the CRD for registration in Kentucky along with a $50 registration fee.
OFI requires that an agent pass the Series 63 or 66 examination in addition to the applicable Financial Industry Regulatory Authority (FINRA) exam(s).
The renewal fee for an agent is $50.
Documents:
Form U-4 - Uniform Application for Securities Industry Registration or Transfer
For More Information:
Contact Rebe Conley at 502-573-3390, ext. 278, with any questions regarding broker-dealer agent registration requirements.
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Issuer Agents |
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Issuer Agent Registration
It is unlawful for an issuer to employ an agent in Kentucky unless that person is registered under the provisions of KRS 292.330.
All applicants must submit a fingerprint card to the FBI for a criminal background check. Background checks take approximately 14 to 16 weeks for the FBI to process. The FBI report and the fingerprint card must be submitted with a completed application.
All issuer agent applications shall include:
- A completed Form U-4 application.
- FBI criminal background check.
- The Applicant Acknowledgement and the Authorization for Credit Report form.
- Initial registration fee of $50 made payable to the Kentucky State Treasurer.
- Proof of passing the Series 63 or 66 examination.
- Proof of passing an appropriate subject matter examination, such as the Series 6, Series 22, etc. See 808 KAR 10:260.
Enrollment for the exams listed above, as well as study materials, may be obtained by calling FINRA at 301-590-6500. A form U-10 will be required by FINRA to schedule this examination.
Form U-5 must be filed promptly with the Division of Securities when an issuer agent's employment is terminated.
Please note: It is the responsibility of the agent to make certain the application submitted for registration (Form U-4) is kept up-to-date. There is no filing fee in association with filing an amended Form U-4.
Issuer Agent Dual Registration
The general rule is that Kentucky will not license an agent who works with more than one principal (whether a broker-dealer or an issuer). However, this rule may be waived and dual registration of issuer agents may be granted under the following conditions:
- Each employing issuer must submit written verification to the Division of Securities that the firm is aware of the proposed dual registration and has no objection.
- A written statement from each employer must be received by the Division of Securities in which the employer clearly delineates the products/services over which that firm will exercise oversight and assume responsibility.
- At least one of the employers must assume residual responsibility and be accountable for all other securities-related activities of the agent.
Renewal Requirements for Issuer Agents
All agent registrations expire at year end unless renewed. Companies that wish to renew registration of their issuer agent(s) must submit a Form 33-e-1 with a $50 renewal fee per agent. Renewals should be submitted to the Division of Securities prior to Dec. 31 each year.
Documents:
Form U-4 - Uniform Application for Securities Industry Registration or Transfer
Applicant Acknowledgement and Authorization for Credit Report [PDF 32K]
Criminal Background Check Requirements [PDF 73K]
Form U-10 - Uniform Examination Request Form U-5
Form 33-e-1 - Application for Renewal of Issuer Agent Registration [PDF 43K]
For More Information:
Contact Hope McDonald at 502-573-3390, ext. 287, with any questions regarding issuer agent registration requirements.
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Investment Advisers and Investment Adviser Representatives |
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Investment Adviser Registration
Applications shall include:
- Uniform Form ADV Part I electronically filed through IARD. Assistance can be provided at 240-386-4848, which is a FINRA Gateway number. Additional information can be found at www.nasaa.org/home/index.cfm and http://www.iard.com/.
- Uniform Form ADV Part II filed electronically.
- $100 filing fee.
- Copy of client advisory contract if based in Kentucky. The contract must contain the following:
(a) The nature of the advisory services to be provided.
(b) The time period that the contract remains in effect.
(c) The advisory fee and the formula for computing the fee.
(d) The amount of prepaid fee to be returned in the event of contract termination or nonperformance.
(e) Whether the contract grants discretionary power to the adviser and, if so, the terms of the discretionary power.
(f) Whether the contract grants custody of customer funds to the adviser and, if so, the terms of the custody.
(g) That the adviser shall not assign the contract without the prior written consent of the customer.
- If an investment adviser based in Kentucky has custody of client funds or securities, then the adviser shall maintain a minimum net worth of $35,000 or be bonded.
- If an investment adviser based in Kentucky has discretionary authority over client funds or securities, but does not have custody of client funds or securities, then the adviser shall maintain a minimum net worth of $10,000 or be bonded. For a sample of a surety bond, click on the following link: Surety Bond for Investment Advisers. [PDF 14K]
- A current financial statement, if the investment adviser has discretion and/or custody of client funds.
Investment Adviser Representative Requirements
Applications shall include:
- Uniform Form U-4 electronically filed through IARD.
- FBI criminal background check. Note that the criminal background checks take approximately 14 to 16 weeks for the FBI to process.
- Applicant Acknowledgement and Authorization for Credit Report form.
- Proof of passing Series 65 exam or Series 7 and 66 exams. Enrollment and study materials may be obtained by calling FINRA at 301-590-6500. Qualifying professional designations that may be used in place of the exams are: CFP, ChFC, PFS, CFA and CIC. Please contact OFI for additional waivers or review 808 KAR 10:260.
- Dual approval is required if the representative is to be an investment adviser representative for two firms. Refer to 808 KAR 10:030, Section 5. A sample letter will be provided if requested.
- $50 filing fee; check should be made payable to Kentucky State Treasurer. KRS 292.330(11)(a) (The fee is waived if the individual is registered as a broker-dealer agent in Kentucky with the same firm.) Additionally, sole proprietors are not required to pay the $50 fee.
Federally Registered Investment Adviser Notice Filing Requirements
Notice filing requirements include:
- Uniform Form ADV electronically filed through IARD.
- $100 filing fee.
Federally Registered Investment Adviser Representative (with a place of business in Kentucky and more than five Kentucky clients)
Applications shall include:
- Uniform Form U-4 electronically filed through IARD.
- Passage of Series 65 exam or Series 7 and 66 exams or qualifying professional designation. Enrollment and study materials can be obtained by calling FINRA at 301-590-6500.
- $50 filing fee. (The fee is waived if the individual is registered as a broker-dealer agent in Kentucky with the same firm.)
Documents:
Uniform Application for Investment Adviser Registration (Form ADV-Part I and II) through Securities and Exchange Commission
OR Uniform Application for Investment Adviser Registration (Form ADV-Part I and II) through NASAA
(For more information on submitting Form ADV Part II electronically, read this OFI notice [PDF 96K] and order. [PDF 363K])
Form ADV Glossary [PDF 161K]
Applicant Acknowledgement and Authorization for Credit Report [PDF 32K]
Criminal Background Check Requirements [PDF 73K]
Surety Bond for Investment Advisers [PDF 14K]
Form U-4 - Uniform Application for Securities Industry Registration or Transfer
Application for Renewal of Investment Adviser and Representative Registration [PDF 20K]
For More Information:
Contact Rebe Conley at 502-573-3390, ext. 278, with any questions regarding investment adviser or investment adviser representative registration requirements or compliance issues.
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Termination of Registration in Kentucky |
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How to terminate registration
If an investment adviser wishes to terminate registration with Kentucky, a Form ADV-W must be submitted to OFI or through IARD.
A Form U-5 must be submitted when terminating an investment adviser representative or issuer agent.
To terminate a broker-dealer registration, a firm should file a Form BDW through the CRD.
Documents:
Form ADV-W
Form U-5
Form BDW - Uniform Request for Broker-Dealer Withdrawal
For More Information:
Contact Rebe Conley at 502-573-3390, ext. 278, with any questions regarding termination of registration in Kentucky.
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Disclaimer |
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The Division of Securities does not respond to requests for written opinions on an “informal” basis such as e-mails. The Kentucky Securities Act, KRS Chapter 292, sets out a formal process for obtaining written rulings that requires a letter filing (along with a fee of $250) containing all of the relevant facts and circumstances of the proposed transaction(s) so that a thorough consideration of all the issues presented can be made, and to ensure that the provisions of the Act are consistently applied. See KRS 292.420(2).
Office of Financial Institutions
1025 Capital Center Drive
Suite 200
Frankfort, KY 40601
Phone: 502-573-3390
Toll free: 800-223-2579
Fax: 502-573-0086
E-mail: kfi@ky.gov
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