Broker-Dealer Filing Requirements Guide

May 5, 2025

There are various registration, membership, and filing requirements for broker-dealers. This supplemental guide outlines the filing requirements and instructions related to annual reports filed with the Securities Exchange Commission (“SEC”), Financial Industry Regulatory Authority (“FINRA”), and Securities Investor Protection Corporation (“SIPC”).

What are the annual filing requirements for registered broker-dealers?

All registered broker-dealers are required to file Annual Reports with the SEC and their designated examining authority pursuant to SEC Rule 17a-5(d)(1), 17 C.F.R. § 240.17a-5, and the SIPC. While paper filing is an option, electronic filing is preferred and may be required for some reports.

At the end of the audit process, you will receive the following electronic documents from your auditor:

1. Independent accountant’s confidential audit opinion

First sentence: “We have audited the accompanying statement of financial condition of as of Date, the related statements of income/operations, changes in member’s/stockholders’ equity, and cash flows for the then ended, and the related notes (collectively referred to as the “financial statements”).”

2. Independent accountant’s public audit opinion

First sentence: “We have audited the accompanying statement of financial condition of as of Date, and the related notes (collectively referred to as the “financial statement”).”

3. Auditor’s Form SIPC-7 Agreed Upon Procedures Opinion (if annual revenues greater than $500,000)

Title is: “Report of Independent Registered Public Accounting Firm on Applying Agreed-Upon Procedures”

4. Auditor’s Exemption Review Report

First sentence: “We have reviewed management’s statements, included in the accompanying Rule 15c3-3 Exemption Report...”.

In addition to the provided documents, you will need the following required for SEC and SIPC Annual Reports filing:

1. Final approved confidential version of the Financial Statements

-Final version as approved by your auditor

2. Final approved public version of the Financial Statement (if filing)

-Final version as approved by your auditor

3. Completed Notarized “Facing Pages” (one each for confidential and public versions)

-Annual Audited Report, Form X-17A-5, Part III, Facing Page
-If electronic filing, these notarized facing pages should be retained in the broker-dealer’s files for 6 years, and not included in the filing package uploaded to the SEC.

4. Management’s Exemption Assertion

-Final version as approved by your auditor

5. Filing Copy of Form SIPC-7 (SIPC filing only)

Paper Filing Instructions – if not filing electronically

The annual reports must be filed at the regional office of the Commission for the region in which the broker or dealer has its principal place of business, the Commission’s principal office in Washington, D.C., the principal office of the designated examining authority for the broker or dealer, and with the SIPC, if the broker or dealer is a member of SIPC and the reports are not filed through the FINRA firm gateway. The broker-dealer may also have filing requirements with state commissions that are not covered by this guide. Broker-dealers should refer to state commissions for more information about state filing requirements.

Electronic Filing Instructions

SEC Filing

The public and the non-public package

› Several weeks prior to filing your annual report

Submitted through EDGAR:
- Update your credentials on EDGAR to convert from paper only filer to electronic filer.
  – Note: This requires a notarized form to be submitted to SEC which is reviewed prior to being given.

› Once credentials are approved by the SEC, follow these instructions to file through EDGAR.

SIPC Filing

Through an arrangement with FINRA, all members that file Annual Reports with their DEA through the FINRA Firm Gateway will use the FINRA Firm Gateway to also file their Annual Reports with SIPC. Members that do not file Annual Reports with their DEAs through the FINRA Firm Gateway. SIPC members that do not file through the FINRA Firm Gateway will be provided with instructions from SIPC.

Agree Upon Procedures (AUP) Report Filing Options

Inclusion of the AUP Report with the Annual Report uploaded via the FINRA Firm Gateway is not sufficient. The AUP Report must be submitted through the SIPC Portal. To submit an AUP Report, go to the “File Upload” tab, select “Upload”, under Category Select “AUP Report”, and select the appropriate fiscal year.

› Filing due 60 days after year end

Include the following with each filing:

Public package:

1. Public Facing Page
2. Public Audit Opinion inserted after Table of Contents and before Statement of Financial Condition
3. Statement of financial condition and notes to financial

Confidential package:

1. Non-Public Facing Page
2. Non-Public Audit Opinion inserted after Table of Contents and before the Statement of Financial Condition
3. Financial Statements and Notes to Financial Statements (including supplemental
schedules)
4. Auditor’s Exemption Review Report
5. Management’s Exemption Assertion

Agreed-upon procedures report and SIPC-7 (required only if annual revenues are greater than $500,000):

1. Auditor’s Form SIPC-7 Agreed-Upon Procedures Report
2. Form SIPC-7

Questions on these or other broker-dealer accounting requirements? We can help. Contact your Keiter representative or Email | Call: 804.747.0000

Download the 2025 Broker Dealer Filing Guide here.

Additional Resources for Broker-Dealers

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The information contained within this article is provided for informational purposes only and is current as of the date published. Online readers are advised not to act upon this information without seeking the service of a professional accountant, as this article is not a substitute for obtaining accounting, tax, or financial advice from a professional accountant.