Form Bd Uniform Application For Broker-Dealer Registration (Page 3 of 28) in pdf

B. Applicant must complete the execution screen certifying that Form BD and amendments thereto have been executed

properly and that the information contained therein is accurate and complete.

C. To amend information, applicant must update the appropriate Form BD screens.

D. A paper copy, with original manual signatures, of the initial Form BD filing and amendments to Disclosure Reporting Pages

(DRPs BD) must be retained by the applicant and be made available for inspection upon a regulatory request.

2. DISCLOSURE REPORTING PAGE (DRP) – Information concerning the applicant or control affiliate that relates to the

occurrence of an event reportable under Item 11 must be provided on the applicant’s appropriate DRP(BD). If a control affiliate

is an individual or organization registered through the CRD, such control affiliate need only complete the control affiliate name

and CRD number of the applicant’s appropriate DRP(BD). Details for the event must be submitted on the control affiliate’s

appropriate DRP(BD) or DRP(U-4). If a control affiliate is an individual or organization not registered through the CRD, provide

complete answers to all of the questions and complete all fields requiring a response on the applicant’s appropriate DRP(BD)

screen.

3. DIRECT AND INDIRECT OWNERS – Amend the Direct Owners and Executive Officers screen and the Indirect Owners screen

when changes in ownership occur. Control affiliates that are individuals who are not required to file a Form U-4 (individual

registration) with the CRD must complete page 2 of Form U-4 (i.e., submit/file the information elicited by the Personal Data,

Residential History, and Employment and Personal History sections of that Form). The applicant broker-dealer must be listed

in Form U-4 Item 20 or 21.

The CRD mailing address for questions and correspondence is:

NASAA/FINRA CENTRAL REGISTRATION DEPOSITORY

P.O. BOX 9495

GAITHERSBURG, MD 20898-9495

EXPLANATION OF TERMS

(The following terms are italicized throughout this form.)

1. GENERAL

APPLICANT – The broker-dealer applying on or amending this form.

CONTROL – The power, directly or indirectly, to direct the management or policies of a company, whether through ownership of

securities, by contract, or otherwise. Any person that (i) is a director, general partner or officer exercising executive responsibility (or

having similar status or functions); (ii) directly or indirectly has the right to vote 25% or more of a class of a voting security or has the

power to sell or direct the sale of 25% or more of a class of voting securities; or (iii) in the case of a partnership, has the right to receive

upon dissolution, or has contributed, 25% or more of the capital, is presumed to control that company. (This definition is used solely

for the purpose of Form BD.)

JURISDICTION – A state, the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, or any subdivision or

regulatory body thereof.

PERSON – An individual, partnership, corporation, trust, or other organization.

SELF-REGULATORY ORGANIZATION – Any national securities or commodities exchange or registered securities association, or

registered clearing agency.

2. FOR THE PURPOSE OF ITEM 5 AND SCHEDULE D

SUCCESSOR - An unregistered entity that assumes or acquires substantially all of the assets and liabilities, and that continues the

business of, a registered predecessor broker-dealer, who ceases its broker-dealer activities. [See Securities Exchange Act Release

No. 31661

(December 28, 1992), 58 FR 7 (January 4, 1993)]

3. FOR THE PURPOSE OF ITEM 11 AND THE CORRESPONDING DISCLOSURE REPORTING PAGES (DRPs)

CONTROL AFFILIATE – A person named in Items 1A, 9 or in Schedules A, B or C as a control person or any other individual or

organization that directly or indirectly controls, is under common control with, or is controlled by, the applicant, including any current

employee except one performing only clerical, administrative, support or similar functions, or who, regardless of title, performs no

executive duties or has no senior policy making authority.

INVESTMENT OR INVESTMENT-RELATED – Pertaining to securities, commodities, banking, insurance, or real estate (including,

but not limited to, acting as or being associated with a broker-dealer, municipal securities dealer, government securities broker or

dealer, issuer, investment company, investment adviser, futures sponsor, bank, or savings association).

INVOLVED – Doing an act or aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise

another in doing an act.

FOREIGN FINANCIAL REGULATORY AUTHORITY – Includes (1) a foreign securities authority; (2) other governmental body or

foreign equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its laws relating to

the regulation of investment or investment-related activities; and (3) a foreign membership organization, a function of which is to

Form Bd Uniform Application For Broker-Dealer Registration Page 3

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