Fillable Printable Uniform Application for Broker-Dealer Registration
Fillable Printable Uniform Application for Broker-Dealer Registration
Uniform Application for Broker-Dealer Registration
OMB APPROVAL
OMB Number: 3235-0012
Expires:
August 31, 2016
Estimated average burden
hours per response. . . . . . . 2.75
per amendment . . . . . . . . 0.33
Form BD
Uniform Application
for
Broker-Dealer Registration
Persons who respond to the collection of information contained
in this form are not required to respond unless the form displays
SEC1490 (1-08)
a currently valid OMB control number.
FORM BD INSTRUCTIONS
A. GENERAL INSTRUCTIONS
1. Form BD is the Uniform Application for Broker-Dealer Registration. Broker-Dealers must file this form to register with the
Securities and Exchange Commission, the self-regulatory organizations, and jurisdictions through the Central Registration
Depository (“CRD”) system, operated by FINRA.
2. UPDATING – By law, the applicant must promptly update Form BD information by submitting amendments whenever the
information on file becomes inaccurate or incomplete for any reason.
3. CONTACT EMPLOYEE – The individual listed as the contact employee must be authorized to receive all compliance
information, communications, and mailings, and be responsible for disseminating it within the applicant’s organization.
4. GOVERNMENT SECURITIES ACTIVITIES
A. Broker-dealers registered or applicants applying for registration under Section 15(b) of the Exchange Act that conduct (or
intend to conduct) a government securities business in addition to other broker-dealer activities (if any) must file a notice
on Form BD by answering “yes” to Item 2B.
B. Section 15C of the Securities Exchange Act of 1934 requires sole government securities broker-dealers to register with the
SEC. To do so, answer “yes” to Item 2C if conducting only a government securities business.
C. Broker-dealers registered under Section 15(b) of the Exchange Act that cease to conduct a government securities business
must file notice when ceasing their activities in government securities. To do so, file an amendment to Form BD and answer
“yes” to ltem 2D.
NOTE: Broker-dealers registered under Section 15C may register under Section 15(b) by filing an amendment to Form BD and
answering “yes” to Items 2A and 2D. By doing so, broker-dealer expressly consents to withdrawal of broker-dealer’s
registration under 15C of the Exchange Act.
5. FEDERAL INFORMATION LAW AND REQUIREMENTS – An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information unless it displays a currently valid control number. Section 15, 15B, 15C, 17(a) and 23(a)
of the Exchange Act authorize the Commission to collect the Information on this Form from registrants. See 15 U.S.C. 78o, 78o-
4, 78o-5, 78-q and 78w. Filing of this Form is mandatory; however the social security number information, which aids in identifying
the applicant, is voluntary. The principal purpose of this Form is to permit the Commission to determine whether the applicant
meets the statutory requirement to engage in the securities business. The Form also is used by applicants to register as broker-
dealers with certain self-regulatory organizations and all of the states. The Commission and the Financial Industry Regulatory
Authority, Inc. maintain the files of the information on this Form and will make the information publicly available. Any member
of the public may direct to the Commission any comments concerning the accuracy of the burden estimate on application facing
page of this Form, and any suggestions for reducing this burden. This collection of information has been reviewed by the Office
of Management and Budget in accordance with the clearance requirements of 44 U.S.C. §3507. The information contained in
this form is part of a system of records subject to the Privacy Act of 1974, as amended. The Securities and Exchange Commission
has published in the Federal Register the Privacy Act Systems of Records Notice for these records.
B. PAPER FILING INSTRUCTIONS (FIRST TIME APPLICANTS FILING WITH CRD AND WITH SOME JURISDICTIONS)
1. FORMAT
A. A full paper Form BD is required when the applicant is filing with the CRD for the first time. In addition, some jurisdictions
may require a separate paper filing of Form BD. The applicant should contact the appropriate jurisdiction(s) for specific filing
requirements.
B. Attach an Execution Page (Page 1) with original manual signatures to the initial Form BD filing.
C. Type all information.
D. Give the name of the broker-dealer and date on each page.
E. Use only the current version of Form BD and its Schedules or a reproduction of them.
2. DISCLOSURE REPORTING PAGE (DRP) – Information concerning the applicant or control affiliate that relates to the
occurrence of an event reportable under Item 11 must be provided on the applicant’s appropriate DRP(BD). If a control affiliate
is an individual or organization registered through the CRD, such control affiliate need only complete Part I of the applicant’s
appropriate DRP(BD). Details of the event must be submitted on the control affiliate’s appropriate DRP(BD) or DRP(U-4). Attach
a copy of the fully completed DRP(BD), or DRP(U-4) previously submitted. If a control affiliate is an individual or organization not
registered through the CRD, provide complete answers to all of the items on the applicant’s appropriate DRP(BD).
3. SCHEDULES A, B AND C – File Schedules A and B only with initial applications for registration. Use Schedule C to update
Schedules A and B. Individuals not required to file a Form U-4 (individual registration) with the CRD system who are listed on
Schedules A, B, or C must attach page 2 of Form U-4. The applicant broker-dealer must be listed in Form U-4 Item 20 or 21.
Signatures are not required.
4. SCHEDULE D – Schedule D provides additional space for explaining answers to Item 1C(2), and ‘’yes’’ answers to items 5, 7,
8, 9,10,12, and 13 of Form BD.
C. ELECTRONIC FILING INSTRUCTIONS (APPLICANTS/ REGISTERED BROKER-DEALERS FILING AMENDMENTS WITH CRD)
1. FORMAT
A. Items 1-13 must be answered and all fields requiring a response must be completed before the filing will be accepted.
B. Applicant must complete the execution screen certifying that Form BD and amendments thereto have been executed
properly and that the information contained therein is accurate and complete.
C. To amend information, applicant must update the appropriate Form BD screens.
D. A paper copy, with original manual signatures, of the initial Form BD filing and amendments to Disclosure Reporting Pages
(DRPs BD) must be retained by the applicant and be made available for inspection upon a regulatory request.
2. DISCLOSURE REPORTING PAGE (DRP) – Information concerning the applicant or control affiliate that relates to the
occurrence of an event reportable under Item 11 must be provided on the applicant’s appropriate DRP(BD). If a control affiliate
is an individual or organization registered through the CRD, such control affiliate need only complete the control affiliate name
and CRD number of the applicant’s appropriate DRP(BD). Details for the event must be submitted on the control affiliate’s
appropriate DRP(BD) or DRP(U-4). If a control affiliate is an individual or organization not registered through the CRD, provide
complete answers to all of the questions and complete all fields requiring a response on the applicant’s appropriate DRP(BD)
screen.
3. DIRECT AND INDIRECT OWNERS – Amend the Direct Owners and Executive Officers screen and the Indirect Owners screen
when changes in ownership occur. Control affiliates that are individuals who are not required to file a Form U-4 (individual
registration) with the CRD must complete page 2 of Form U-4 (i.e., submit/file the information elicited by the Personal Data,
Residential History, and Employment and Personal History sections of that Form). The applicant broker-dealer must be listed
in Form U-4 Item 20 or 21.
The CRD mailing address for questions and correspondence is:
NASAA/FINRA CENTRAL REGISTRATION DEPOSITORY
P.O. BOX 9495
GAITHERSBURG, MD 20898-9495
EXPLANATION OF TERMS
(The following terms are italicized throughout this form.)
1. GENERAL
APPLICANT – The broker-dealer applying on or amending this form.
CONTROL – The power, directly or indirectly, to direct the management or policies of a company, whether through ownership of
securities, by contract, or otherwise. Any person that (i) is a director, general partner or officer exercising executive responsibility (or
having similar status or functions); (ii) directly or indirectly has the right to vote 25% or more of a class of a voting security or has the
power to sell or direct the sale of 25% or more of a class of voting securities; or (iii) in the case of a partnership, has the right to receive
upon dissolution, or has contributed, 25% or more of the capital, is presumed to control that company. (This definition is used solely
for the purpose of Form BD.)
JURISDICTION – A state, the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, or any subdivision or
regulatory body thereof.
PERSON – An individual, partnership, corporation, trust, or other organization.
SELF-REGULATORY ORGANIZATION – Any national securities or commodities exchange or registered securities association, or
registered clearing agency.
2. FOR THE PURPOSE OF ITEM 5 AND SCHEDULE D
SUCCESSOR - An unregistered entity that assumes or acquires substantially all of the assets and liabilities, and that continues the
business of, a registered predecessor broker-dealer, who ceases its broker-dealer activities. [See Securities Exchange Act Release
No. 31661 (December 28, 1992), 58 FR 7 (January 4, 1993)]
3. FOR THE PURPOSE OF ITEM 11 AND THE CORRESPONDING DISCLOSURE REPORTING PAGES (DRPs)
CONTROL AFFILIATE – A person named in Items 1A, 9 or in Schedules A, B or C as a control person or any other individual or
organization that directly or indirectly controls, is under common control with, or is controlled by, the applicant, including any current
employee except one performing only clerical, administrative, support or similar functions, or who, regardless of title, performs no
executive duties or has no senior policy making authority.
INVESTMENT OR INVESTMENT-RELATED – Pertaining to securities, commodities, banking, insurance, or real estate (including,
but not limited to, acting as or being associated with a broker-dealer, municipal securities dealer, government securities broker or
dealer, issuer, investment company, investment adviser, futures sponsor, bank, or savings association).
INVOLVED – Doing an act or aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise
another in doing an act.
FOREIGN FINANCIAL REGULATORY AUTHORITY – Includes (1) a foreign securities authority; (2) other governmental body or
foreign equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its laws relating to
the regulation of investment or investment-related activities; and (3) a foreign membership organization, a function of which is to
2
regulate the participation of its members in the activities listed above.
PROCEEDING – Includes a formal administrative or civil action initiated by a governmental agency, self-regulatory organization or
a foreign financial regulatory authority; a felony criminal indictment or information (or equivalent formal charge); or a misdemeanor
criminal information (or equivalent formal charge). Does not include other civil litigation, investigations, or arrests or similar charges
effected in the absence of a formal criminal indictment or information (or equivalent formal charge).
CHARGED – Being accused of a crime in a formal complaint, information, or indictment (or equivalent formal charge).
ORDER – A written directive issued pursuant to statutory authority and procedures, including orders of denial, suspension, or
revocation; does not include special stipulations, undertakings or agreements relating to payments, limitations on activity or other
restrictions unless they are included in an order.
FELONY – For jurisdictions that do not differentiate between a felony and a misdemeanor, a felony is an offense punishable by a
sentence of at least one year imprisonment and/or a fine of at least $1,000. The term also includes a general court martial.
MISDEMEANOR – For jurisdictions that do not differentiate between a felony and a misdemeanor, a misdemeanor is an offense
punishable by a sentence of less than one year imprisonment and/or a fine of less than $1,000. The term also includes a special court
martial.
FOUND – Includes adverse final actions, including consent decrees in which the respondent has neither admitted nor denied the
findings, but does not include agreements, deficiency letters, examination reports, memoranda of understanding, letters of caution,
admonishments, and similar informal resolutions of matters.
MINOR RULE VIOLATION – A violation of a self-regulatory organization rule that has been designated as “minor’’ pursuant to a plan
approved by the U.S. Securities and Exchange Commission. A rule violation may be designated as “minor’’ under a plan if the
sanction imposed consists of a fine of $2,500 or less, and if the sanctioned person does not contest the fine. (Check with the
appropriate self-regulatory organization to determine if a particular rule violation has been designated as “minor” for these purposes).
ENJOINED – Includes being subject to a mandatory injunction, prohibitory injunction, preliminary injunction, or a temporary
restraining order.
3
FORM BD
PAGE 1
(Execution Page)
UNIFORM APPLICATION FOR BROKER-DEALER REGISTRATION
Date:____________________ SEC File No: 8- __________________ Firm CRD No.: _______________
OFFICIAL USE
OFFICIAL
USE
ONLY
WARNING: Failure to keep this form current and to file accurate supplementary information on a timely basis, or the failure to keep accurate books
and records or otherwise to comply with the provisions of law applying to the conduct of business as a broker-dealer would violate the
Federal securities laws and the laws of the jurisdictions and may result in disciplinary, administrative, injunctive or criminal action.
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS MAY CONSTITUTE CRIMINAL VIOLATIONS.
APPLICATION AMENDMENT
1. Exact name, principal business address, mailing address, if different, and telephone number of applicant:
A. Full name of applicant (if sole proprietor, state last, first and middle name):
B. IRS Empl. Ident. No.:
C. (1) Name under which broker-dealer business primarily is conducted, if different from Item 1A.
(2) List on Schedule D, Page1, Section I any other name by which the firm conducts business and where it is used.
D. If this filing makes a name change on behalf of the applicant, enter the new name and specify whether the name change is of the
applicant name (1A) or business name (1C):
Please check above.___________________________________________________________________________________________________________________
E. Firm main address: (Do not use a P.O. Box)
______________________________________________________________________________________________________________________________
(Num
ber
and Street)
(City) (State/Country)
(Zip+4/Postal Code)
Branch offices or other business locations must be reported on Schedule E.
F. Mailing address, if different:
______________________________________________________________________________________________________________________________
G. Business Telephone Number:
___________ ________________________________
(Area Code) (Telephone Number)
H. Contact Employee:
______________________________________________________________ ___________ _________________________________
(Name and Title) (Area Code) (Telephone Number)
EXECUTION:
For the purposes of complying with the laws of the State(s) designated in Item 2 relating to either the offer or sale of securities or commodities, the undersigned and applicant hereby certify that the applicant
is in compliance with applicable state surety bonding requirements and irrevocably appoint the administrator of each of those State(s) or such other person designated by law, and the successors in such office,
attorney for the applicant in said State(s), upon whom may be served any notice, process, or pleading in any action or proceeding against the applicant arising out of or in connection with the offer or sale of
securities or commodities, or out of the violation or alleged violation of the laws of those State(s), and the applicant hereby consents that any such action or proceeding against the applicant may be commenced
in any court of competent jurisdiction and proper venue within said State(s) by service of process upon said appointee with the same effect as if applicant were a resident in said State(s) and had lawfully been
served with process in said State(s).
The applicant consents that service of any civil action brought by or notice of any proceeding before the Securities and Exchange Commission or any self-regulatory organization in connection with the applicant’s
broker-dealer activities, or of any application for a protective decree filed by the Securities Investor Protection Corporation, may be given by registered or certified mail or confirmed telegram to the applicant’s
contact employee at the main address, or mailing address if different, given in Items 1E and IF.
The undersigned, being first duly sworn, deposes and says that he/she has executed this form on behalf of, and with the authority of, said applicant. The undersigned and applicant represent that the information
and statements contained herein, including exhibits attached hereto, and other information filed herewith, all of which are made a part hereof, are current, true and complete. The undersigned and applicant further
represent that to the extent any information previously submitted is not amended such information is currently accurate and complete.
__________________________ _______________________________________________________________________________
Date (MM/DD/YYYY) Name of Applicant
By: _____________________________________________________ __________________________________________________________________
Signature Print Name and Title
Subscribed and sworn before me this _________ day of __________________________ , _________ b y ______________________________________
Year Notary Public
My Commision expires ________________________ County of ____________________________ State of _______________________________
This page must always be completed in full with original, manual signature and notarization.
To amend, circle items being amended. Affix notary stamp or seal where applicable.
DO NOT WRITE BELOW THIS LINE - FOR OFFICIAL USE ONLY
__________________________________________________________________________________________________________________
OFFICIAL
USE
OFFICIAL USE
FORM BD
ONLY
ApplicantName:______________________________________________________________________
PAGE 2
Date:____________________ Firm CRD No.: _______________
2. Indicate by checking the appropriate box(es) each governmental authority, organization, or jurisdiction in which the applicant is
registered or registering as a broker-dealer.
If applicant is registered or registering with the SEC, check here and answer Items 2A through 2D below.
YES NO
A. Is applicant registered or registering as a broker-dealer under Section 15(b) or Section 15B of the
Securities Exchange Act of 1934? ..................................................................................................................................
B. Is applicant registered or registering as a broker-dealer under Section 15(b) of the Securities Exchange
Act of 1934 and also acting or intending to act as a government securities broker or dealer? ..................................
C. Is applicant registered or registering
solely as a government securities broker or dealer under Section
15C of the Securities Exchange Act of 1934? ................................................................................................................
Do not answer “yes” to Item 2C if applicant answered “yes” to Item 2A or Item 2B.
D. Is applicant ceasing its activities as a government securities broker or dealer? .........................................................
If applicant answers “yes” to Items 2A and 2D, applicant expressly consents to the withdrawal of its registration
as a government securities broker or dealer under Section 15C of the Securities Exchange Act of 1934. See “Instructions.”
___________________________________
AMEX BSE CBOE CHX NSX FINRA NQX NYSE PHLX ARCA ISE OTHER (specify)
Alabama Hawaii Michigan North Carolina Texas
Alaska Idaho Minnesota North Dakota Utah
Arizona Illinois Mississippi Ohio Vermont
Arkansas Indiana Missouri Oklahoma Virgin Islands
California Iowa Montana Oregon Virginia
Colorado Kansas Nebraska Pennsylvania Washington
Connecticut Kentucky Nevada Puerto Rico West Virginia
Delaware Louisiana New Hampshire Rhode Island Wisconsin
District of Columbia Maine New Jersey South Carolina Wyoming
Florida Maryland New Mexico South Dakota
Georgia Massachusetts New York Tennessee
SRO SECURITIES AND EXCHANGE COMMISSIONJURISDICTION
3. A. Indicate legal status of applicant.
Corporation Sole Proprietorship Other (specify) _________________________________
Partnership Limited Liability Company
B. Month applicant’s fiscal year ends: _______________
C. If other than a sole proprietor, indicate date and place applicant obtained its legal status (i.e., state or country where incorporated,
where partnership agreement was filed, or where applicant entity was formed):
State/Country of formation: ____________________________________ Date of formation: ___________________________
(MM/DD/YYYY)
Schedule A and, if applicable, Schedule B must be completed as part of all initial applications. Amendments to these schedules
must be provided on Schedule C.
4. If applicant is a sole proprietor, state full residence address and Social Security Number.
Social Security Number: __ __ __ – __ __ __ – __ __ __ __
(Number and Street) (City) (State/Country) (Zip+4/Postal Code)
5. Is applicant at the time of this filing succeeding to the business of a currently registered broker-dealer? YES NO
Do not report previous successions already reported on Form BD. .....................................................................................
If “Yes,” contact CRD prior to submitting form; complete appropriate items on Schedule D, Page 1, Section lll.
6. Does applicant hold or maintain any funds or securities or provide clearing services for any other broker or dealer? ...
7. Does applicant refer or introduce customers to any other broker or dealer? .....................................................................
If “Yes,”complete appropriate items on Schedule D, Page 1, Section IV.
FORM BD
PAGE 3
ApplicantName:______________________________________________________________________
Date:____________________ Firm CRD No.: _______________
OFFICIAL USE
OFFICIAL
USE
ONLY
8. Does applicant have any arrangement with any other person, firm, or organization under which: YES NO
A. any books or records of applicant are kept or maintained by such other person, firm or organization? ...................
B. accounts, funds, or securities of the applicant are held or maintained by such other person, firm, or organization?
C. accounts, funds, or securities of customers of the applicant are held or maintained by such other person, firm or
organization? ...................................................................................................................................................................
For purposes of 8B and 8C, do not include a bank or satisfactory control location as defined in paragraph (c) of
Rule 15c3-3 under the Securities Exchange Act of 1934 (17 CFR 240.15c3-3).
if “Yes” to any part of Item 8, complete appropriate items on Schedule D, Page 1, Section IV.
9. Does any person not named in Item 1 or Schedules A, B, or C, directly or indirectly:
A. control the management or policies of the applicant through agreement or otherwise? ............................................
B. wholly or partially finance the business of applicant? ...................................................................................................
Do not answer “Yes” to 9B if the person finances the business of the applicant through: 1) a public offering of securities
made pursuant to the Securities Act of 1933; 2) credit extended in the ordinary course of business by suppliers, banks,
and others; or 3) a satisfactory subordination agreement, as defined in Rule 15c3-1 under the Securities Exchange Act
of 1934 (17 CFR 240.15c3-1).
If “Yes’’ to any part of Item 9, complete appropriate items on Schedule D, Page 1, Section IV.
10. A. Directly or indirectly, does applicant control, is applicant controlled by, or is applicant under common control with,
any partnership, corporation, or other organization that is engaged in the securities or investment advisory
business? .........................................................................................................................................................................
If “Yes” to Item 10A, complete appropriate items on Schedule D, Page 2, Section V.
B. Directly or indirectly, is applicant controlled by any bank holding company, national bank, state member bank of
the Federal Reserve System, state non-member bank, savings bank or association, credit union, or foreign bank? ..
If “Yes” to Item 10B, complete appropriate items on Schedule D, Page 3, Section VI.
11. Use the appropriate DRP for providing details to “yes” answers to the questions in Item 11. Refer to the Explanation of
Terms section of Form BD Instructions for explanations of italicized terms.
CRIMINAL DISCLOSURE
A. In the past ten years has the applicant or a control affiliate:
(1) been convicted of or pled guilty or nolo contendere (“no contest’’) in a domestic, foreign or military court
to any felony? ...........................................................................................................................................................
(2) been charged with any felony? ...............................................................................................................................
B. In the past ten years has the applicant or a control affiliate:
(1) been convicted of or pled guilty or nolo contendere (“no contest’’) in a domestic, foreign or military court to
a misdemeanor involving: investments or an investment-related business, or any fraud, false statements
or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy
to commit any of these offenses? ...........................................................................................................................
(2) been charged with a misdemeanor specified in 11B(1)? .......................................................................................
REGULATORY ACTION DISCLOSURE
C. Has the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission ever:
(1) found the applicant or a control affiliate to have made a false statement or omission? .......................................
(2) found the applicant or a control affiliate to have been involved in a violation of its regulations or statutes? ......
(3) found the applicant or a control affiliate to have been a cause of an investment-related business having its
authorization to do business denied, suspended, revoked, or restricted? ...........................................................
(4) entered an order against the applicant or a control affiliate in connection with investment-related activity? ......
(5) imposed a civil money penalty on the applicant or a control affiliate, or ordered the applicant or a control
affiliate to cease and desist from any activity? .......................................................................................................
OFFICIAL
USE
OFFICIAL USE
FORM BD
ONLY
ApplicantName:______________________________________________________________________
PAGE 4
Date:____________________ Firm CRD No.: _______________
CIVIL JUDICIAL DISCLOSURE
FINANCIAL DISCLOSURE
REGULATORY ACTION DISCLOSURE
D. Has any other federal regulatory agency, any state regulatory agency, or foreign financial regulatory authority: YES NO
(1) ever found the applicant or a control affiliate to have made a false statement or omission or been dishonest,
unfair, or unethical? .................................................................................................................................................
(2) ever found the applicant or a control affiliate to have been involved in a violation of investment-related
regulations or statutes? ...........................................................................................................................................
(3) ever found the applicant or a control affiliate to have been a cause of an investment-related business having
its authorization to do business denied, suspended, revoked, or restricted? ......................................................
(4) in the past ten years, entered an order against the applicant or a control affiliate in connection with an
investment-related activity? .....................................................................................................................................
(5) ever denied, suspended, or revoked the applicant’s or a control affiliate’s registration or license or otherwise,
by order, prevented it from associating with an investment-related business or restricted its activities? ..........
E. Has any self-regulatory organization or commodities exchange ever:
(1) found the applicant or a control affiliate to have made a false statement or omission? .......................................
(2) found the applicant or a control affiliate to have been involved in a violation of its rules (other than a violation
designated as a “minor rule violation’’ under a plan approved by the U.S. Securities and Exchange
Commission)? ..........................................................................................................................................................
(3) found the applicant or a control affiliate to have been the cause of an investment-related business having its
authorization to do business denied, suspended, revoked, or restricted? ...........................................................
(4) disciplined the applicant or a control affiliate by expelling or suspending it from membership, barring or
suspending its association with other members, or otherwise restricting its activities? ......................................
F. Has the applicant’s or a control affiliate’s authorization to act as an attorney, accountant, or federal contractor ever
been revoked or suspended? .........................................................................................................................................
G. Is the applicant or a control affiliate now the subject of any regulatory proceeding that could result in a “yes”
answer to any part of 11C, D, or E? ...............................................................................................................................
H. (1) Has any domestic or foreign court:
(a) in the past ten years, enjoined the applicant or a control affiliate in connection with any investment-related
activity?..............................................................................................................................................................
(b) ever found that the applicant or a control affiliate was involved in a violation of investment-related statutes
or regulations? ..................................................................................................................................................
(c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against
the applicant or control affiliate by a state or foreign financial regulatory authority? .....................................
(2) Is the applicant or a control affiliate now the subject of any civil proceeding that could result in a “yes” answer
to any part of 11H(1)? ..............................................................................................................................................
I. In the past ten years has the applicant or a control affiliate of the applicant ever been a securities firm or a control
affiliate of a securities firm that:
(1) has been the subject of a bankruptcy petition? .....................................................................................................
(2) has had a trustee appointed or a direct payment procedure initiated under the Securities Investor Protection
Act? ...........................................................................................................................................................................
J. Has a bonding company ever denied, paid out on, or revoked a bond for the applicant? .........................................
K. Does the applicant have any unsatisfied judgments or liens against it? ......................................................................
FORM BD
PAGE 5
ApplicantName:______________________________________________________________________
Date:____________________ Firm CRD No.: _______________
OFFICIAL USE
OFFICIAL
USE
ONLY
12. Check types of business engaged in (or to be engaged in, if not yet active) by applicant. Do not check any
category that accounts for (or is expected to account for) less than 1% of annual revenue from the securities
or investment advisory business.
A. Exchange member engaged in exchange commission business other than floor activities ...................................... EMC
B. Exchange member engaged in floor activities .............................................................................................................. EMF
C. Broker or dealer making inter-dealer markets in corporate securities over-the-counter ............................................. IDM
D. Broker or dealer retailing corporate equity securities over-the-counter ....................................................................... BDR
E. Broker or dealer selling corporate debt securities ........................................................................................................ BDD
F. Underwriter or selling group participant (corporate securities other than mutual funds) ........................................... USG
G. Mutual fund underwriter or sponsor ............................................................................................................................... MFU
H. Mutual fund retailer ......................................................................................................................................................... MFR
I. 1. U.S. government securities dealer .......................................................................................................................... GSD
2. U.S. government securities broker ......................................................................................................................... GSB
J. Municipal securities dealer ............................................................................................................................................. MSD
K. Municipal securities broker. ............................................................................................................................................ MSB
L . Broker or dealer selling variable life insurance or annuities ......................................................................................... VLA
M. Solicitor of time deposits in a financial institution.......................................................................................................... SSL
N. Real estate syndicator. . .................................................................................................................................................. RES
O. Broker or dealer selling oil and gas interests ................................................................................................................ OGI
P. Put and call broker or dealer or option writer ................................................................................................................ PCB
Q. Broker or dealer selling securities of only one issuer or associate issuers (other than mutual funds) ...................... BIA
R. Broker or dealer selling securities of non-profit organizations (e.g., churches, hospitals) ......................................... NPB
S. Investment advisory services .......................................................................................................................................... IAD
T. 1. Broker or dealer selling tax shelters or limited partnerships in primary distributions .......................................... TAP
2. Broker or dealer selling tax shelters or limited partnerships in the secondary market ........................................ TAS
U. Non-exchange member arranging for transactions in listed securities by exchange member ................................... NEX
V. Trading securities for own account ................................................................................................................................ TRA
W. Private placements of securities ..................................................................................................................................... PLA
X. Broker or dealer selling interests in mortgages or other receivables ........................................................................... MRI
Y. Broker or dealer involved in a networking, kiosk or similar arrangement with a:
1. bank, savings bank or association, or credit union ............................................................................................... BNA
2. insurance company or agency ................................................................................................................................ INA
Z. Other (give details on Schedule D, Page 1, Section II) .................................................................................................. OTH
13. A. Does applicant effect transactions in commodity futures, commodities or commodity options as a broker for
others or as a dealer for its own account? .............................................................................................................
B. Does applicant engage in any other non-securities business? .............................................................................
If “yes,” describe each other business briefly on Schedule D, Page 1, Section ll.
YES NO
Schedule A of FORM BD
OFFICIAL USE
DIRECT OWNERS AND Applicant Name:_____________________________________________
EXECUTIVE OFFICERS
(Answer for Form BD Item 3)
Date:____________________ Firm CRD No.: _______________
1. Use Schedule A only in new applications to provide information on the direct owners and executive officers of the applicant. Use Schedule
B in new applications to provide information on indirect owners. File all amendments on Schedule C. Complete each column.
2. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer, Director,
and individuals with similar status or functions;
(b) in the case of an applicant that is a corporation, each shareholder that directly owns 5% or more of a class of a voting security of the
applicant, unless the applicant is a public reporting company (a company subject to Sections 12 or 15(d) of the Securities Exchange
Act of 1934);
Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5%
or more of a class of a voting security of the applicant. For purposes of this Schedule, a person beneficially owns any securities (i)
owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-
law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within
60 days, through the exercise of any option, warrant or right to purchase the security.
(c) in the case of an applicant that is a partnership, all general partners and those limited and special partners that have the right to receive
upon dissolution, or have contributed, 5% or more of the partnership’s capital; and
(d) in the case of a trust that directly owns 5% or more of a class of a voting security of the applicant, or that has the right to receive upon
dissolution, or has contributed, 5% or more of the applicant’s capital, the trust and each trustee.
(e) in the case of an applicant that is a Limited Liability Company (“LLC”), (i) those members that have the right to receive upon
dissolution, or have contributed, 5% or more of the LLC’s capital, and (ii) if managed by elected managers, all elected managers.
3. Are there any indirect owners of the applicant required to be reported on Schedule B?
Yes No
4. In the “DE/FE/I” column, enter “DE” if the owner is a domestic entity, or enter “FE” if owner is an entity incorporated or domiciled in a foreign
country, or enter “I” if the owner is an individual.
5. Complete the “Title or Status” column by entering board/management titles; status as partner, trustee, sole proprietor, or shareholder;
and for shareholders, the class of securities owned (if more than one is issued).
6. Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75%
A - 5% but less than 10% C - 25% but less than 50% E - 75% or more
7. (a) In the “Control Person” column, enter “Yes” if person has “control” as defined in the instructions to this form, and enter “No” if the
person does not have control. Note that under this definition most executive officers and all 25% owners, general partners, and
trustees would be “control persons”.
(b) In the “PR” column, enter “PR” if the owner is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act
of 1934.
Date Title or
Control
CRD No. If None:
Official
FULL LEGAL NAME
DE/FE/I
Title or Status
Status Acquired
Ownership
Person
S.S. No., IRS Tax No.
Use
(Individuals: Last Name, First Name, Middle Name)
Code
or Employer ID.
Only
MM YYYY PR
Schedule B of FORM BD
OFFICIAL USE
INDIRECT OWNERS ApplicantName:_____________________________________________
(Answer for Form BD Item 3)
Date:____________________ Firm CRD No.: _______________
1. Use Schedule B only in new applications to provide information on the indirect owners of the applicant. Use Schedule A in new
applications to provide information on direct owners. File all amendments on Schedule C. Complete each column.
2. With respect to each owner listed on Schedule A, (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power
to sell or direct the sale of, 25% or more of a class of a voting security of that corporation;
For purposes of this Schedule, a person beneficially owns any securities (i) owned by his/her child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant
or right to purchase the security.
(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive
upon dissolution, or have contributed, 25% or more of the partnership’s capital; and
(c) in the case of an owner that is a trust, the trust and each trustee.
(d) in the case of an owner that is a Limited Liability Company (“LCC”), (i) those members that have the right to receive upon dissolution,
or have contributed, 25% or more of the LLC’s capital, and (ii) if managed by elected managers, all elected managers.
3. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections
12 or 15(d) of the Securities Exchange Act of 1934) is reached, no ownership information further up the chain of ownership need be given.
4. In the “DE/FE/I” column, enter “DE” if the owner is a domestic entity, or enter “FE” if owner is an entity incorporated or domiciled in a foreign
country, or enter “I” if the owner is an individual.
5. Complete the “Status” column by entering status as partner, trustee, shareholder, etc., and if shareholder, class of securities owned (if
more than one is issued).
6. Ownership codes are: C - 25% but less than 50% D - 50% but less than 75% E - 75% or more F - Other General Partners
7. (a) In the “Control Person” column, enter “Yes” if person has “control” as defined in the instructions to this form, and enter “No” if the
person does not have control. Note that under this definition most executive officers and all 25% owners, general partners, and
trustees would be“control persons”.
(b) In the “PR” column, enter “PR” if the owner is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act
of 1934.
Date
Control
CRD No. If None:
Official
FULL LEGAL NAME DE/FE/I Entity in Which Status Acquired Ownership Person S.S. No., IRS Tax No. Use
(Individuals: Last Name, First Name, Interest is Owned Status Code or Employer ID. Only
Middle Name) MM YYYY PR
