Registration and Filing Requirements of Broker-Dealers

Registered broker-dealers are subject to rigorous regulatory requirements to legally operate and conduct securities transactions in the United States. These requirements include various registrations, memberships, and filings. We have provided this useful guide outlining many of these requirements.

Maintaining regulatory registration, membership, and filing requirements is the sole responsibility of the broker-dealer. Keiter accepts no responsibility for maintaining proper status or filings for the applicable regulators. Note that any state commission registration and/or filing requirements are not covered by this guide. Broker-dealers should understand registration and filing requirements for individual state commissions.

Broker-deal registration and filing requirement guide

The most common registration and membership requirements for broker-dealers include the following:

1. Securities and Exchange Commission (“SEC”)

– Though exemptions exist, most broker-dealers must register with the SEC under Section 15(b) of The Securities Exchange Act of 1934 (the “Act”).

• Broker-dealers register by filing an application on Form BD, which may be obtained from the SEC’s website or through the SEC’s Publications Office at (202) 551-4040.
  • The Form BD is also used to:
    • Apply for membership in a Self-Regulatory Organization (“SRO”), such as the Financial Industry Regulatory Authority (“FINRA”).
    • Give notice to the SEC that the broker-dealer conducts government securities activities.
    • Apply for broker-dealer registration with each state in which the broker-dealer plans to do business.
  • To apply for broker-dealer registration, the broker-dealer must file an executed copy of the Form BD through the Central Registration Depository (“CRD”), operated by FINRA.
  • The SEC does not charge a filing fee.
  • Within 45 days of filing the executed Form BD, the SEC will either grant registration or begin proceedings to determine whether it should deny registration.
  • A registered broker-dealer must keep its Form BD current by filing amendments whenever the information on file changes.
• SRO – Broker-dealers must become members of an SRO, typically FINRA.
  • If a broker-dealer restricts its transactions to the national securities exchanges of which it is a member, it may only be required to be a member of those exchanges.
  • If a broker-dealer effects securities transactions other than on a national securities exchange of which it is a member, and does not qualify for an exception, it must become a member of FINRA. To do so, the broker-dealer must:
    • Reserve the firm’s name
    • Sign up for system access
    • Pay application fees
    • Meet FINRA’s Standards of Admission
    • Submit the SEC Form BD online and mail a hard copy
    • Submit all additional required forms, including the New Member Application
    • Submit fingerprints

2. Securities Investor Protection Corporation (“SIPC”)

– Every SEC-registered broker-dealer must become a member of SIPC, unless its principal business is conducted outside of the United States or consists exclusively of the sale or distribution of investment company shares, variable annuities, or insurance.

• SIPC members must pay an annual fee.

3. Associated persons

– A broker-dealer must file a Form U-4 with the applicable SRO for each associated person who will effect transactions in securities associated with the broker-dealer.

• Series 7 and other exams may be required for associated persons.

4. Withdrawing registration as a broker-dealer

• When a registered broker-dealer stops doing business, it must file a Form BDW to withdraw its registration with the SEC and with the SROs of which it is a member.

*As noted above, there are individual state registration requirements that are not covered by this guide. Please refer to your state regulator for information about state requirements.

Regulatory authority filing requirements for broker-dealers

Regulatory requirements do not end with completed registrations and memberships. Each regulatory authority has its own filing requirements that must be maintained by the broker-dealer. The primary filing requirements include the following:

Annual Reports (Form X-17A-5 Part III)

– Registered broker-dealers must file annual reports, including audited financial statements, with the SEC, SRO (including FINRA), SIPC, and other regulatory authorities (such as state commissions).

• Annual reports are generally due 60 days after year-end, with 30 day extensions granted for broker-dealers who qualify.
• Note: By default, your entire financial statement package is publicly available on the SEC’s EDGAR database. However, broker-dealers have the option to file only their Statement of Financial Condition publicly, keeping the Statement of Income/Operations, Statement of Cash Flows, Computation of Net Capital, and Management’s Exemption Report confidential.

FOCUS Reports

– Broker-dealers who are FINRA members are required to file monthly or quarterly FOCUS Reports with FINRA.

• A Form Custody form should be included with the FOCUS Report filings.

SIPC Filings

– SIPC requires two filings each year for member firms. The SIPC-6 is filed for the first six months of the year, due 30 days after the period it covers.  The SIPC-7 is filed at the end of the fiscal year, due 60 days after the fiscal year end.

• In addition, broker-dealers with greater than $500,000 in total revenues must file an Independent Accountant’s Report on Applying Agreed-Upon Procedures (“AUP”).

While these filings are the responsibility of broker-dealer management, Keiter can assist with broker-dealer audits, exemption reviews, and SIPC AUPs. The Keiter team works with both mature and early-stage broker-dealers in the capacity of auditors, business advisors, tax advisors, and valuation experts. 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 prepared an additional guide outlining with instructions to submit annual reports.

Download the 2025 Broker Dealer Filing Guide here.