Registration Inspections, Compliance and Examinations (RICE) Section

RICE Section Overview

The goal of broker-dealer and investment adviser registration is to ensure that individuals and firms dealing with investors in the Commonwealth meet certain minimum standards of conduct, education, and financial solvency. RICE reviews all applications for registration of broker-dealers, agents, investment advisers, and investment adviser representatives and performs inspections of broker-dealers and investment advisers to ensure compliance with the requirements of the Massachusetts Uniform Securities Act and Rules. All individuals or firms offering or selling securities or giving investment advice within the Commonwealth must be registered unless an exemption is available. Registrants must submit to a thorough background investigation, pass examinations on general securities principles and state securities laws, and agree to meet certain record-keeping and disclosure requirements. The following criteria, among others, are considered in determining whether to approve an application for registration:

  • financial solvency;
  • performance on written examinations;
  • conviction of a crime; and
  • evidence of past inequitable or fraudulent business practices in the sale of securities.

RICE also answers questions from the public regarding the registration status and disciplinary history of broker-dealers, agents, investment advisers and investment adviser representatives and responds to inquiries concerning their activities.

Top of page

Registration Fees

Under the Massachusetts Uniform Securities Act

Note: All fees are nonrefundable

Initial fees

Initial registration fee for broker-dealer

$450

Initial registration fee for agents of broker-dealers and issuers

$75

Initial registration fee for investment advisers

$300

Massachusetts Notice Filing (SEC Registered IA)

$300

Initial registration fee for investment adviser representatives

$50

Exempt Reporting Adviser

$300

Renewal fees

Renewal registration fee for broker-dealer

$450

Renewal registration fee for agents of broker-dealers and issuers

$75

Renewal registration fee for investment advisers

$300

Massachusetts Notice Filing (SEC Registered IA)

$300

Renewal registration fee for investment adviser representatives

$50

Exempt Reporting Adviser

$300

Transfer fees

Investment Adviser Representatives transfer fee

$50

Broker-dealer Agent transfer fee

$75

Top of page

Broker-Dealer Registration

Who must register?

A broker-dealer is any person engaged in the business of effecting transactions in securities for the account of others or for his/her own account. Every business that performs such activities in the Commonwealth must register unless it is specifically excluded from the definition of broker-dealer.

The following information tells you how to apply for broker-dealer registration under the Massachusetts Uniform Securities Act. Every broker-dealer must complete the Financial Industry Regulatory Authority ("FINRA") Forms BD and U-4. For copies of these and other FINRA forms, please contact the FINRA or, click here:

Financial Industry Regulatory Authority
9513 Key West Avenue
Rockville, Maryland 20850-3389
301-590-6500

Note: See Question and Answer section for more information on broker-dealer registration issues.

Broker-Dealer Applicant Letter/Instructions (PDF)

The registration requirements are set forth below.

A) FINRA Member Firms

1. Registration Requirements

An applicant registered with FINRA and seeking registration in the Commonwealth must submit the following items to the Central Registration Depository (the “CRD”). The CRD system will forward electronically your registration information to the Division.

For broker-dealers already registered with FINRA:

  • Page 1 of Form BD marked amendment.
  • Page 2 of Form BD with “MA” checked in item 2.
  • Page 1 of Form U-4 for each executive officer, director, partner or person occupying similar status performing similar functions who will be automatically registered with Massachusetts. If any such person does not desire automatic registration because he/she does not meet the definition of an agent, he must file an affidavit (DOC) with the Division stating that he/she does not effect or attempt to effect purchases or sales of securities.
  • Funds sufficient to cover the non-refundable Massachusetts filing fees in the amount of $450 for the broker-dealer and $75 for each agent. An applicant must register at least one agent with the Division.

For broker–dealers who are filing an initial application with the Division simultaneously with FINRA:

  • Page 2 of Form BD with “MA” checked in item 2.
  • A complete Form U-4 for each executive officer, director, partner or person occupying similar status performing similar functions who will be automatically registered with Massachusetts. If any such person does not desire automatic registration because he/she does not meet the definition of an agent, he/she must file an affidavit (DOC) with the Division stating that he/she does not effect or attempt to effect purchases or sales of securities.
  • Funds sufficient to cover the non-refundable Massachusetts filing fees in the amount of $450 for the broker-dealer and $75 for each agent. An applicant must register at least one agent with the Division.

2. Effective Date

  • A FINRA broker-dealer registration becomes effective on the earliest of the following dates:
  • If no deferral/denial order is in effect, or proceedings pending, at noon of the 30th day after an application has been filed. A broker-dealer who is filing an initial application with FINRA will be deemed to be filed, for the purpose of calculating the 30-day effective date, on the date when the application is approved by FINRA.
  • On the date the Division notifies the CRD that the registration is effective.
  • If a deferral order is in effect, the date specified in the order. A deferral order may be entered on the basis of a broker-dealer’s amendment to its Form BD.

3. Renewal Registration Requirements

A FINRA broker-dealer registration expires on the last calendar day of the year. A firm must renew its registration in the Commonwealth on an annual basis through the CRD. The renewal process is met by adhering to the instructions forwarded by FINRA to its member firms. The effective date of the renewal filed through the CRD is January 1.

B) Non-FINRA Broker-Dealer

1. Registration Requirements

If an applicant is not a member of the FINRA and is not required by federal law to become a member, it must submit the following to the Division:

  • A copy of Form BD with original signatures.
  • Documentary evidence that the firm is registered with the SEC.
  • A manually signed, complete Form U-4 for each person listed on Schedule A of Form BD. If any such person does not desire automatic registration because he/she does not meet the definition of an agent, he/she must file an affidavit (DOC) with the Division stating that he does not effect the purchases or sales of securities. An applicant must register at least one agent with the Division.
  • Documentary evidence that each person who will be registered as an agent has successfully passed the Uniform State Law Exam (Series 63) or the Uniform Combined State Law Exam (Series 66).
  • A check for the non-refundable filing fees, made payable to the Commonwealth of Massachusetts, in the amount of $450 for the broker-dealer and $75 for each agent.

2. Effective Date

The Non-FINRA broker-dealer’s registration becomes effective on the earliest of the following dates:

  • If no deferral/denial order is in effect and no proceeding is pending, at noon of the 30th day after an application has filed.
  • If a deferral order is in effect, the date specified in the order. A deferral order may be entered based on a broker-dealer’s amendments to its Form BD.

3. Renewal Registration Requirements

Every non-FINRA broker-dealer registration expires on the last calendar day of the year. The firm must renew its registration in the Commonwealth by filing a Form RF and the appropriate fees ($450 for the firm and $75 for each agent) with the Division. The Division will provide the firm with renewal notification and a copy of the Form RF on or before November 1.

Top of page

Agent Registration

Who must Register?

An agent means any individual other than a broker-dealer who represents a broker-dealer or issuer in effecting or attempting to effect purchases and sales of securities. Every individual that performs such activities or supervises any agent in the Commonwealth must register unless he/she is specifically excluded from the definition of agent.

The following information tells you how to apply for broker-dealer agent registration. Every broker-dealer seeking registration in the Commonwealth must include the registration of at least one agent. Note: The Division prohibits dual registration of agents in the Commonwealth. See Question and Answer section for more information on dual registration.

A) Agents of FINRA Member Firms

1. Registration Requirements

After a FINRA broker-dealer registration becomes effective, it may apply to register its agents by submitting a registration application directly to the CRD. The CRD system will forward electronically the registration information to the Division. The following items need to be filed with the CRD:

  • A complete Form U-4 for each agent (if the agent has not previously filed a Form U-4 with the broker-dealer) with “MA” checked; or
  • A non-refundable registration fee in the amount of $75 for each agent.

2. Examination Requirements

Each agent must have successfully passed the Uniform State Law Exam (Series 63) or the Uniform Combined State Law Exam (Series 66). An agent’s activity is restricted to that activity for which he/she is permitted to perform under the rules of FINRA and for which the appropriate examinations have been passed.

3. Effective Date

A FINRA broker-dealer agent registration becomes effective on the earliest of the following dates:

  • On the date the application is filed and approved by FINRA if the agent has met each of the following:
    • The proper fee has been paid.
    • The agent has passed the required examinations.
    • The agent is not seeking dual registration.
    • The agent has no Form U-4 disclosure (affirmative responses to Question 14 of Form U-4).

4. Renewal Registration Requirements

A FINRA broker-dealer agent registration expires on the last calendar day of the year. A FINRA broker-dealer must renew its agents’ registrations in the Commonwealth on an annual basis through the CRD. The renewal process is met by adhering to the instructions forwarded by FINRA to its member firms. The effective date of the agent renewal filed through the CRD is January 1.

B) Agents of Non-FINRA Member Firms

1. Registration Requirements

A non-FINRA broker-dealer may apply to register its agents in the Commonwealth by submitting the following to the Division:

  • A manually signed, complete Form U-4 for each agent.
  • Documentary evidence that each agent seeking registration has successfully passed the Uniform State Law Exam (series 63) or the Uniform Combined State Law Exam (Series 66).
  • A check for non-refundable registration fee in the amount of $75 for each agent made payable to the Commonwealth of Massachusetts.

2. Effective Date

A non-FINRA broker-dealer agent registration becomes effective on the earliest of the following dates:

  • Upon filing with the Division, if the agent has met each of the following:
    • The proper fee has been paid.
    • The agent has passed the required examinations.
    • The agent is not seeking dual registration.
    • The agent has no Form U-4 disclosure (affirmative responses to Question 14 of Form U-4).
  • If no deferral/denial order is in effect and no proceeding is pending, on the 30th day after the application is filed.
  • If a deferral order is in effect, the date specified in the order. A deferral order may be entered based on an amendment to the agent’s application

3. Renewal Registration Requirements

Every non-FINRA broker-dealer registration and agent registration expires on the last calendar day of the year. The firm must renew its agents’ registrations in the Commonwealth by filing a Form RF and the appropriate fees ($450 for the firm and $75 for each agent) with the Division. The Division will provide the firm with renewal notification and a copy of the Form RF on or before November 1.

Top of page

Frequently Asked Questions about Broker-Dealer and Broker-Dealer Agent Registration

Is a broker-dealer registered with the Massachusetts Securities Division required to file an annual financial report with the Division?

No, broker-dealers are no longer required to file a copy of the annual financial report with the Division. That requirement, once required pursuant to 950 CMR § 12.203(4)(a), has been amended.

Top of page

Investment Adviser Registration

Who Must Register?

The definition of Investment Adviser includes any person who, for compensation, advises others about securities, their value, and/or their purchase and/or sale. Every person who renders investment advice or provides financial planning services that includes investment advice, in Massachusetts, for compensation, must register with the Massachusetts Securities Division (the "Division") as an investment adviser unless that person is specifically excluded from the definition. The Massachusetts Uniform Securities Act is M.G.L. c.110A (the "Act") and the definition and exclusions are found in Section 401(m) of the Act.

How to Register

Applications for registration with the Division as an investment adviser are made electronically via the web-based Investment Adviser Registration Depository (the "IARD") which is located at www.iard.com. The IARD is operated and maintained by FINRA which assesses a charge for this service.

1. Registration Requirements

Registration Fee and Form ADV
An application includes a registration fee of $300 and a completed Form ADV (which consists of Parts 1A, 1B and 2 and with their appropriate schedules). A copy of the Form ADV can be found via a link to the website of the U.S. Securities and Exchange Commission in the Forms section at the end of this material.] The registration fee and the other parts and schedules of the Form ADV are to be filed electronically via the IARD.

Investment Adviser Representatives
Every registered investment adviser must have at least one registered investment adviser representative. See the section below on Investment Adviser Representative Registration for details regarding such registration.

Certain Financial Requirements
Please see updated regulations for certain financial requirements for investment advisers with discretionary authority.

Affidavit for Certain Partners, Officers and Directors
Because registration of an investment adviser under Section 202(a) of the Act automatically constitutes registration as an investment adviser representative of any partner, officer, or director, or a person occupying a similar status or performing similar functions, a registration fee, a completed Form U-4, and evidence of meeting the examination or certification requirements of 950 CMR 12.205(4) must be filed electronically with the Division via the Central Registration Depository (the "CRD") for each such person. [See the section below on Investment Adviser Representative Registration for details.] However, if such a person will not be performing any of the functions of an investment adviser representative as listed in Section 401(n) of the Act, he or she may, instead of becoming registered as an investment adviser representative, file an affidavit (DOC) and a completed Form U-4 directly with the Division at the address listed below. A copy of the affidavit can also be found in the Forms section at the end of this material and a copy of the Form U-4 can be found via a link to the website of FINRA in the "All Other Uniform Forms" sub-section of the Forms section at the end of this material.

2. Address

Office of the Secretary of the Commonwealth
Securities Division
One Ashburton Place, Rm. 1701
Boston, Massachusetts 02108
Tel: 617-727-3548
Fax: 617-248-0177

3. Effective Date

Registration as an investment adviser becomes effective on the earliest of the following:

  • On the day the Division notifies the IARD that the registration is effective.
  • If no deferral or denial order is in effect, and no proceeding is pending under Section 204 of the Act, at noon of the 30th day after an application has been filed.
  • If a deferral or acceleration order is in effect, the date specified in the order.

4. Investment Adviser Registration Renewals

Investment adviser registrations expire on the last day of the calendar year. An investment adviser may renew its registration in Massachusetts on an annual basis via the IARD. Notice will be provided by the IARD in the fall of each year as to the appropriate renewal procedures and fees. [Massachusetts' investment adviser registration renewal fee: $300]

5. Record Keeping Requirements

The Division's record-keeping regulations can be found at 950 CMR 12.205(7). Please note that they also incorporate the record-keeping rules for investment advisers promulgated by the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940. These record-keeping requirements will not apply if the investment adviser's principal place of business is in a state other than Massachusetts and the investment adviser is registered in the state of its principal place of business and is in compliance with that state's record-keeping requirements.

Investment Adviser Representative Registration

Who Must Register?

Under Section 401(n) the Act, an investment adviser representative includes any person who on behalf of the investment adviser recommends or renders advise regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, solicits, offers or negotiates for the sale or sells advisory services, or supervises employees who perform these services. Every person, regardless of where he or she is located, who performs any of the above activities with Massachusetts clients for an investment adviser registered with the Division must register as an investment adviser representative of that investment adviser. [For investment adviser representatives of Federal Covered Advisers who notice file with the Division, see Registration of Investment Adviser Representatives of Federal Covered Advisers below regarding who must register with the Division as an investment adviser representative.]

Every investment adviser applying for registration in Massachusetts must register at least one investment adviser representative.

How to Register

Applications for registration with the Division as an investment adviser representative are made electronically via the CRD which is linked to the IARD located at www.iard.com. The CRD and the IARD are both operated and maintained by FINRA which assesses a charge for this service.

1. Registration Requirements

Form U-4
A completed Form U-4 must be filed electronically on the CRD.

Registration Fee
The registration fee of $50 for each representative must be paid electronically by one of the methods provided by the CRD.

Examination or Certification Requirements
Each investment adviser representative submitting an application for registration must have met the requirements of either (a) or (b) below:

(a) Currently hold the professional designation of

Certified Financial Planner (CFP),
Chartered Financial Analyst (CFA),
Chartered Financial Consultant (ChFC),
Chartered Investment Counselor (CIC), or
Personal Financial Specialist (PFS).

(b) Have obtained a passing score on (i) the Uniform Investment Adviser Law Examination (the Series 65 examination), or (ii) on both the Uniform Combined State Law Examination (the Series 66 examination) and the General Securities Representative Examination (the Series 7 examination). Note: The Series 65 and the Series 66 examinations must be those examinations available since January 1, 2000. A passing score on either examination prior to January 1, 2000 would not qualify as meeting the above requirements.

Please see the regulation at 950 CMR 12.205(4) for additional information about meeting the certification or examination requirements before applying for investment adviser registration on the CRD.

2. Effective Date

Registration as an investment adviser representative becomes effective on the earliest of the following:

  • On the day the Division notifies the CRD that the registration is effective.
  • If no deferral or denial order is in effect, and no proceeding is pending under Section 204 of the Act, at noon of the 30th day after an application has been filed, assuming the investment adviser's registration is also effective.
  • If a deferral or acceleration order is in effect, the date specified in the order.

3. Investment Adviser Representative Registration Renewals

Investment adviser representative registrations expire on the last day of the calendar year. An investment adviser representative may renew his or her registration in Massachusetts on an annual basis via the CRD. Notice will be provided by the IARD/CRD in the fall of each year as to the appropriate renewal procedures and fees. [Massachusetts' investment adviser representative registration renewal fee: $50]

Notice Filing for Federal Covered Advisers

Who Must Notice File With The Division?

A Federal Covered Adviser who transacts investment advisory business in Massachusetts must notice file with the Division unless specifically excluded from the definition. The definition of a Federal Covered Adviser and exclusions there from are found in Section 401(o) of the Act.

How To Notice File
Federal Covered Advisers should notice file with the Division electronically via the IARD which is located at www.iard.com. The IARD is operated and maintained by FINRA.

1. Notice Filing Requirements

Please file the Federal Covered Adviser's most recent, completed Form ADV electronically by indicating Massachusetts as a notice-filing jurisdiction on the IARD, and a $300 notice filing fee paid via the IARD.

2. Notice Filing Renewal Requirements

A Federal Covered Adviser's status as a notice filer expires on the last day of the calendar year and may be renewed annually through the IARD. Notice will be provided by the IARD in the fall of each year as to the appropriate renewal procedures and fees. [Massachusetts' Federal Covered Adviser notice filing renewal fee: $300]

Registration of Investment Adviser Representatives of Federal Covered Advisers

Who Must Register?

Any person who meets the federal definition of "investment adviser representative" as found in Rule 203A(a) under the Investment Advisers Act of 1940 and who has a "place of business", as found in Rule 203A(b) under the Investment Advisers Act of 1940, in Massachusetts must register with the Division as an investment adviser representative of the Federal Covered Adviser.

How to Register

See the section above on Investment Adviser Representative Registration for information concerning registration.

Note: See Question and Answer Section for more information on investment adviser registration issues

Top of page

Frequently Asked Questions on Investment Adviser and Investment Adviser Representative Registrations

[See M.G.L., c.110A and 950 CMR 12.205 for complete details.]

Q. What is the total fee to register an investment adviser that is a sole proprietorship?

A. $350 ($300 for the IA/Firm and $50 for the IAR/Representative) plus the cost assessed by the FINRA associated with the electronic filing on the IARD and the CRD.

Q. My firm is an SEC-registered investment adviser (a notice filer in Massachusetts). Must I register all of my representatives who provide investment advice to clients in Massachusetts?

A. You need only register those representatives who have a “place of business” in Massachusetts and who meet the federal definition of investment adviser representative.

Q. I plan to solicit clients for a state-registered investment adviser. Does this raise any registration issues?

A. Yes. Solicitation for compensation on behalf of a state-registered investment adviser will require you to be registered as a representative of that adviser. A person who will only solicit for a single investment adviser and offer no investment advice or perform any other advisory services may request that the examination requirement be waived but that person still must be registered as an investment adviser representative.

Q. Are there any registration (and examination) requirements for officers, directors or partners of an advisory firm?

A. Yes. Every officer, director, partner or person occupying a similar status or performing similar functions are automatically registered as representatives of the firm and must file a Form U-4, pay the registration fee (both via the CRD), and meet the Division’s examination or certification requirements. If any such person does not desire automatic registration because he/she does not meet the definition of an investment adviser representative, he/she must file a Form U-4 and an affidavit (DOC) stating that he/she does not act as an investment adviser representative of the firm in Massachusetts. The affidavit must be filed directly with the Division while the Form U-4 may be filed either directly with the Division or electronically via the CRD.

Q. Is there a de-minimis exclusion from the definition of investment adviser?

A. Yes. A person who has no office or other physical presence in Massachusetts and has no more than 5 clients during any 12-month period need not register or notice file with the Division.

Q. What are the certification or examination requirements in Massachusetts?

A. Each investment adviser representative submitting an application for registration must demonstrate compliance with either (a) or (b). below:

a. Currently hold the professional designation of

  • Certified Financial Planner,
  • Chartered Financial Analyst,
  • Charted Financial Consultant,
  • Chartered Investment Counselor, or
  • Personal Financial Specialist.

b. Have obtained a passing score in the Uniform Investment Adviser Law Examination (Series 65), or the Uniform Combined State Law Examination (Series 66) and the General Securities Representative Examination (Series 7).

Q. Will a Masters Degree in Business Administration satisfy the examination/certification requirements for registration as an investment adviser representative?

A. No. One way of meeting the requirements is a passing score on the Series 66 examination plus a passing score on the Series 7 examination. The Division’s regulations offer certain alternatives to the Series 7 examination including a degree from an accredited institution of higher education in a subject involving significant financial and investment analysis.

Forms

Affidavit for an Individual Waiving Automatic Agent Registration (DOC)

Affidavit for an Individual Waiving Automatic Investment Adviser Representative Registration (DOC)

Deferral Request Form–Broker-Dealer (DOC)

Deferral Request Form–Agent (DOC)

All Other Uniform Forms