Wyoming Secretary of State

Broker-Dealers & Agents

Summary

It is unlawful for any person to transact business as a Securities Broker-Dealer or Agent in Wyoming unless they are registered. There are several steps Broker-Dealers and Securities Agents must complete to register to do business in Wyoming. The following information outlines the required steps for filing. Questions about Broker-Dealer & Agent registrations may be directed to 307.777.7370 or emailed to the Compliance Auditor. Correspondence may be directed to:

BROKER-DEALER REGISTRATION

INITIAL REGISTRATION

Broker-Dealer applicants must be registered in good standing with the Federal Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA).

1. The Broker-Dealer filing fee for Wyoming is $200. That fee is paid from the Broker-Dealer's account at the FINRA/NASAA (North American Securities Administrators Association) Central Registration Depository (CRD), and no check should be sent to the Secretary of State. The Broker-Dealer must first amend its Form BD with CRD indicating the Broker-Dealer's desire to apply for registration in Wyoming. The fee must be credited to the State of Wyoming's CRD account.



2. The Broker-Dealer must then submit the execution page of the Form BD with an original, notarized signature to the Wyoming Compliance Division. The entire Form BD need not be sent and the execution can be done on the firm's most recent amended Form BD.



3. The Broker-Dealer's most also submit their most recent audited financial statement pursuant to W.S. 17-4-104(a)(v) and the Broker-Dealer's most recent unaudited financial statement (Focus Part II.)

Corporations not domiciled in Wyoming MAY need to seek a corporate Certificate of Authority to transact business in Wyoming as a foreign domiciled corporation pursuant to W.S. 17-16-1501 . The Certificate of Authority is a requirement of the Wyoming Business Corporation Act not the Wyoming Uniform Securities Act. A Certificate of Authority is generally not required for firms doing business exclusively by mail or phone having no business location in the state and having no employees or assets employed in the state. Forms, questions & topics dealing with a Certificate of Authority are available only through the Secretary of State's Business Division at 307.777.7311.

POST REGISTRATION REGULATIONS

1. Broker-Dealers must renew their registration through the FINRA/NASAA CRD system each year as of 12/31. Renewal fees of $200 are paid through CRD. Wyoming does not require any documents to be filed as part of the renewal process. Broker-Dealers who fail to participate in CRD renewal may contact the Secretary of State and deliver the appropriate renewal fees, and have their registration renewed for another year subject to payment of an administrative penalty pursuant to W.S. 17-4-124 in an amount not to exceed two hundred dollars ($200) for failure to comply with the Act and Rules.



2. Pursuant to W.S. 17-4-105(c) amendments must be filed with CRD promptly when the Form BD becomes inaccurate or incomplete in any material respect. Wyoming receives all BD amendments through the CRD system. Do not send Form BD Amendments to the Secretary of State.



3. The State requires no pre-submission of advertisements directed toward Wyoming residents so long as FINRA advertising approval rules are being followed.



4. The State does not require registration or designation of a principal.



5. Financial statements are only required upon initial registration need NOT be filed with the Secretary of State annually.

SECURITIES AGENT REGISTRATION

Securities Agents who work with FINRA member firms register as follows:

1. Securities Agents must submit a completed Uniform Application for Securities Industry Registration (U-4) to the FINRA/NASAA CRD system. The filing fee for a Securities Agent is $35.



2. Securities Agents must pass either the Uniform Securities Agent State Law Exam (USASLE) Series 63 or the Uniform Combined State Law Exam, Series 66 before making application. The tests are scheduled and administered by FINRA.



3. Wyoming will allow dual registration upon receipt of letters from both Broker-Dealers who employ the same agent acknowledging the dual registration status.



4. A Uniform Termination Notice for Securities Industry Registration (U-5) must be submitted to the FINRA/NASAA CRD system for agent termination.



5. Wyoming allows Temporary Agent Transfer (TAT) according to the NASAA Statement of Policy concerning temporary agent transfer.



6. The renewal fee for a Securities Agent is $35. Renewal is conducted annually on 12/31 through the FINRA/NASAA CRD system.