Broker-Dealer Filing Requirements Guide

Under current regulatory independence rules, auditors of broker-dealers must be independent of their clients in the preparation, assembly, and submission of broker-dealer financial statements.

We have provided this useful guide outlining the filing requirements for registered broker-dealers. Successful filing of the annual reports are the sole responsibility of the broker-dealer, and Keiter accepts no responsibility for filing of the annual reports to the applicable regulators. Note that any state commission filing requirement is not covered by this guide. Broker-dealers should understand filing requirements for state commissions they are registered with.

What are the 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 Securities Investor Protection Corporation (SIPC). Filings can be made by paper or electronically.

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

1. Auditor’s Non-Public audit opinion
   First sentence: “We have audited the accompanying statement of financial condition of as of , the related statements of , changes in  equity, and cash flows for the then ended, and the related notes (collectively referred to as the “financial statements”)”
2. Auditor’s Public audit opinion
   First sentence: “We have audited the accompanying statement of financial condition of as of , 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 , in which (1) identified the following provisions of 17 C.F.R. §15c3-3(k) under which claimed an exemption from 17 C.F.R. §240.15c3-3: () (exemption provisions) and (2) stated that  met the identified exemption provisions throughout the most recent fiscal year without exception.”

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

1. Final approved Non-Public 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 Public and Non-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

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 Financial Industry Regulatory Authority (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

There are two options to file the AUP Report with SIPC:

1. File the AUP Report with a copy of the SIPC-7 or SIPC-3 by sending an e-mail to form@sipc.org. In the subject line, list the SEC 8-# and the name of the firm for whom the report is being filed, or
2. Mail the AUP Report together with a copy of the SIPC-7 or SIPC-3 to SIPC’s street address: 1667 K St. N.W., Suite 1000
   Washington, DC 20006-1620

›   Filing due 60 days after year end

Public Package:

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

Non-Public Package:

1. Non-Public Facing Page (if paper filing)
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

Informational Links

• Staff Guidance for Filing Broker-Dealer Notices, Statements, and Reports
• Electronic Filing of Broker-Dealer Annual Reports
• SIPC Member FAQs

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

Additional Resources for Broker-Dealers

• SEC No-Action Letter: Clarifying the Definition of Custody
• SEC Evaluation Scaled Approach for Broker-Dealer Reporting and Audit Requirements
• Updates on Regulation Best Interest (Reg BI)
• Senior Investor Protection: What Broker-Dealers and Investment Advisors Need to Know