C Uniform Application for Broker-Dealer Registration

Section 130 Section 130.APPENDIX C   Uniform Application for Broker-Dealer Registration FORM BD Page 1 (Execution Page) (Revised 6-88) UNIFORM APPLICATION FOR BROKER-DEALER REGISTRATION OFFICIAL USE WARNING Failure to keep this form current and to file accurate supplementary information on a timely basis, or the failure to keep accurate books and records or otherwise to comply with the provisions of law applying to the conduct of business as a broker-dealer would violate the Federal securities laws and the laws of the jurisdictions and may result in disciplinary, administrative, injunctive or criminal action. INTENTIONAL MISSTATEMENTS OR OMISSIONS OF THE FACTS MAY CONSTITUTE CRIMINAL VIOLATIONS APPLICATION AMENDMENT FIRM CRD NO. 1. Exact name, principal business address, mailing address, if different, and telephone number of applicant: A. Full name of applicant (If sole proprietor, state last, first, and middle name) B. IRS Empl. Ident. No.: C. Name under which business is conducted, if different: D. If name of business is hereby amended, state previous name: E. Firm main address: (Number and Street) (City) (State) (Zip Code) Mailing Address, if different: F. Telephone Number: G. (Area Code) (Telephone Number) CONTACT EMPLOYEE EXECUTION:  For the purpose of complying with the laws of the State(s) designated in Item 2 relating to either the offer or sale of securities or commodities, the undersigned and applicant hereby certify that the applicant is in compliance with applicable state surety bonding requirements and irrevocably appoint the administrator of each of those State(s) or such other person designated by law, and the successors in such office, attorney for the applicant in said State(s) upon whom may be served any notice, process, or pleading in any action or proceeding against the applicant arising out of or in connection with the offer or sale of securities or commodities, or out of the violation or alleged violation of the laws of those State(s), and the applicant hereby consents that any such action or proceeding against the applicant may be commenced in any court of competent jurisdiction and proper venue within said State(s) by service of process upon said appointee with the same effect as if applicant were a resident in said State(s) and had lawfully been served with process in said State(s). The applicant consents that service of any civil action brought by or notice of any proceeding before the Securities and Exchange Commission or any self-regulatory organization in connection with the applicant's broker-dealer activities, or of any application for a protective decree filed by the Securities Investor Protection Corporation, may be given by registered or certified mail or confirmed telegram to the applicant's contact employee at the main address, or mailing address if different, given in Item 1G. The undersigned, being first duly sworn, disposes and says that he has executed this form on behalf of, and with the authority of, said applicant.  The undersigned and applicant represent that the information and statements contained herein, including exhibits attached hereto and other information filed herewith, all of which are made a part hereof, are current, true, and complete.  The undersigned and applicant further represent that to the extent any information previously submitted is not amended, such information is currently accurate and complete. Date Name of Applicant By: Signature and Title Subscribed and sworn before me this day of , 19 by My commission expires County of State of This page must always be completed in full with original, manual signature and notarization. To amend, circle item(s) being amended. DO NOT WRITE BELOW THIS LINE . . . . FOR OFFICIAL USE ONLY To amend, circle question numbers amended and file with a completed Execution page  (Page 1). FORM BD Page 2 OFFICIAL USE Applicant Name Date From CRD No.: 2. To be registered with the following (designate) "1" Initial Registration, "2" Pending, "3" Already Registered. If any license, registration or membership listed herein is of a restricted nature, explain fully on Schedule D. SECURITIES & EXCHANGE COMMISSION SRO ASE BSE CBOE CSE MSE NASD NYSE PHLX PSE OTHER (Specify) JURISDICTION AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY PR 3. Date of formation Applicant's fiscal year ends Place of filing for (MM/DD/YY) (MM/DD/YY) Corporation - Complete Schedule A Partnership - Complete Schedule B Sole Proprietorship - Complete Schedule C Other  (Specify) Complete Schedule C 4. If applicant is a sole proprietor, state full residence address and social security number. Social Security No.: (Number and Street) (City) (State) (Zip Code) 5. Is applicant a successor to a registered broker-dealer? YES NO If "yes", explain on Schedule D If "yes", state A. Date of succession B. Full Name, IRS Empl Ident No. SEC File No. and Firm CRD No. of predecessor broker-dealer Name IRS Empl Ident No FIRM CRD No SEC File Number 6. A. Does any person not named in Item 1 of Schedules A, B or C, directly or indirectly through agreement or otherwise, exercise or have the power to exercise control over the management or policies of applicant?................................................................................................................. YES NO 1 (If yes, state on Schedule D the exact name of each person (if individual, state last, first, and middle names) and describe the agreement or other basis through which such person exercises or has the power to exercise control) B. Is the business of applicant wholly or partially financed, directly or indirectly, by any person not named in Item 1, or Schedules A, B or C in any manner other than by (1) a public offering of securities made pursuant to the Securities Act of 1933. (2) credit extended in the ordinary course of business by suppliers, banks and others, or a satisfactory subordination agreement as defined in Rule 15c3-1 under the Securities Exchange Act of 1934 (17 CFR 240 15c3-1)?............................................................................... YES NO 2 (If yes, state on Schedule D the exact name (last, first, middle) of each person and describe the agreement or arrangement through which such financing is made available, including the amount thereof). To amend, circle question numbers amended and file with a completed Execution page (Page 1). FORM BD Page 3 OFFICIAL USE Applicant Name: Date: Firm CRD No.: 7. Definitions ● Control affiliate – An individual or firm that directly or indirectly controls, is under common control with, or is controlled by the applicant. Included are any employees identified in Schedules A, B or C of this form as exercising control. Excluded are any employees who perform clerical, administrative, support or similar functions; or who, regardless of title, perform no executive duties or have 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, investment company, investment adviser, futures sponsor, bank, or savings and loan association). ● Involved – Doing an act or aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act. A. In the past ten years has the applicant or control affiliate been convicted of or pleaded guilty or nolo contendere ("no contest") to: (1) a felony or misdemeanor involving: investment or an investment-related business, fraud, false statements or omissions, wrongful taking of property, or bribery, forgery, counterfeiting or extortion?....................................................................... YES NO 3 YES NO (2) any other felony? .......................................................................................................... 4 B. Has any court: (1) in the past ten years enjoined the applicant or a control affiliate in connection with any investment-related activity?.............................................................................................. YES NO 5 (2) ever found that the applicant or a control affiliate was involved in a violation of investment- related statutes or regulations?......................................................................................... YES NO 6 C. Has the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission ever: YES NO (1) found the applicant or a control affiliate to have made a false statement or omission?............... 7 (2) found the applicant or a control affiliate to have been involved in a violation of its regulations or statutes? ........................................................................................................................ YES NO 8 (3) found the applicant or a control affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked or restricted?..................................................................................................................... YES NO 9 (4) entered an order denying, suspending or revoking the applicant's or a control affiliate's registration or otherwise disciplined it by restricting its activities?............................................ YES NO 10 D. Has any other Federal regulatory agency or any state regulatory agency: (1) ever found the applicant or a control affiliate to have made a false statement or omission or been dishonest unfair, or unethical?............................................................................... YES NO 11 (2) ever found the applicant or a control affiliate to have been involved in a violation of investment regulations or statutes?..................................................................................................... YES NO 12 (3) ever found the applicant or a control affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?..................................................................................................................... YES NO 13 (4) in the past ten years entered an order against the applicant or a control affiliate in connection with investment- related activity?............................................................................................... YES NO 14 (5) ever denied, suspended, or revoked the applicant's or a control affiliate's registration or license, prevented it from associating with an investment-related business, or otherwise disciplined it by restricting its activities? ....................................................................................................... YES NO 15 To amend, circle question numbers amended and file with a completed Execution page (Page 1). FORM BD Page 4 OFFICIAL USE Applicant Name: Date: Firm CRD No.: (6) ever revoked or suspended the applicant's or a control affiliate's license as an attorney or accountant ?..................................................................................................................... YES NO 16 E. Has any self-regulatory organization or commodities exchange ever: YES NO (1) found the applicant or a control affiliate to have made a false statement or omission?................. 17 YES NO (2) found  the applicant or a control affiliate to have been involved in a violation of its rules? ......................... 18 (3) found the applicant or a control affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked or restricted?........ YES NO 19 (4) disciplined the applicant or a control affiliate by expelling or suspending it from membership, by bar ring or suspending its association with other members, or by otherwise restricting its activities?................................................................................................................... YES NO 20 YES NO F. Has any foreign government, court, regulatory agency, or exchange ever entered an order against the applicant or a control affiliate related to investments or fraud?......................................... 21 YES NO G. Is the applicant or a control affiliate now the subject of any proceeding that could result in a "yes" answer to parts A-F of this item?......................................................................................... 22 YES NO H. Has a bonding company denied, paid out on, or revoked a bond for the applicant?............................. 23 YES NO I. Does the applicant have any unsatisfied judgments or liens against it?............................................. 24 J. Has the applicant or a control affiliate of the applicant ever been a securities firm or a control affiliate of a securities firm that has been declared bankrupt, had a trustee appointed under the Securities Investor Protection Act, or had a direct payment procedure begun?................................... YES NO 25 ITEM 7 INSTRUCTIONS If a "yes" answer on Item 7 involves: ● the applicant broker-dealer, or an individual without a Form U-4 (individual registration) in the CRD, give the details on Schedule D. ● an individual  with a Form U-4 (individual registration) in the CRD, attach any necessary Form U-4 amendments to the Form BD.  The CRD will update the Forms U-4 and BD. For each "yes" to Item 7, give the following details of any court or regulatory action: ● the broker-dealer and individuals named, ● the title and date of the action, ● the court or body taking the action, and ● a description of the action. 8. Does applicant: A. Have any arrangement with any other person, firm or organization under which: YES NO (1) Any of the accounts or records of applicant are kept or maintained by such person, firm or organization?............................................................................................................... 26 (2) Such other person, firm or organization (other than a bank or satisfactory control location as defined in paragraph (c) of Rule 15c3-3 under the Securities Exchange Act of 1934, 17 CFR 240.15c3-3) holds or maintains funds or securities of applicant or of any of its customers?..................................................................................................................... YES NO 27 YES NO B. Have any arrangements with any other broker or dealer under which applicant refers or introduces customers to such other broker or dealer?.................................................................... 28 (If the answer to any question of Item 8 is "yes", furnish as to each such arrangement the full name and principal business address of the other person, firm, organization, and the summary of each such arrangement on Schedule D.) To amend, circle question numbers amended and file with a completed Execution page (Page 1). FORM BD Page 5 OFFICIAL USE Applicant Name: Date: Firm CRD No.: YES NO 9. Does applicant control, is applicant controlled by, or is applicant under common control with, directly or indirectly, any partnership, corporation, or other organization engaged in the securities or investment advisory business? ............ 29 (If "yes," state full name and principal business address of such partnership, corporation, or other organization and describe the nature of control on Schedule D.  See instructions for definition of control.) 10. Check types of business engaged in (or to be engaged in, if not yet active) by applicant. Do not check any category which accounts for or is expected to account for less than 10% of annual revenue from the securities or investment advisory business. A. Exchange member engaged in exchange commission business ................................................................... EMC B. Exchange member engaged in floor activities ............................................................................................ EMF C. Broker  or dealer making inter-dealer markets in corporate securities over-the-counter ..................................... IDM D. Broker or dealer retailing corporate securities over-the-counter ..................................................................... BDR E. Underwriter or selling group participant (corporate securities other than mutual funds ...................................... USG F. Mutual fund underwriter or sponsor .......................................................................................................... MFU G. Mutual fund retailer ................................................................................................................................ MFR H. 1.  U.S. government securities dealer ....................................................................................................... GSD 2.  U.S. government securities broker ....................................................................................................... GSB I. Municipal securities dealer ...................................................................................................................... MSD J. Municipal securities broker ...................................................................................................................... MSB K. Broker or dealer selling variable life insurance or annuities........................................................................... VLA L. Solicitor of savings and loan accounts....................................................................................................... SSL M. Real estate syndicator............................................................................................................................. RES N. Broker or dealer selling oil and gas interests............................................................................................... OGI O. Put and call broker or dealer or option writer............................................................................................... PCB P. Broker or dealer selling securities of only one issuer or associated issuers (other than mutual funds) ........................... BIA Q. Broker or dealer selling securities of non-profit organizations (e.g., churches, hospitals).................................... NPB R. Investment advisory services................................................................................................................... IAD S. Broker or dealer selling tax shelters or limited partnerships........................................................................... TAP T. Other (give details on Schedule D)............................................................................................................ OTH To amend, circle question numbers amended and file with a completed Execution page (Page 1). FORM BD Page 6 OFFICIAL USE Applicant Name: Date: Firm CRD No.: YES NO 11. A. Does applicant effect transactions in commodity futures, commodities, or commodity options as a broker for others or dealer for its own account?....................................................................................... 30 YES NO B. Does applicant engage in any other non-securities business? (If "yes," describe each other business briefly on Schedule D.) ................................................................................................ 31 YES NO 12. Is applicant applying for or continuing an existing registration solely as a government securities broker or dealer? ............................................................................................................................................. 32 13. Notice of Government Securities Activities YES NO A. Is applicant acting or intending to act as a government securities broker or dealer in addition to other broker- dealer activities?  (Do not answer "Yes" if applicant answered "yes" to Question 12.)................. 33 YES NO B. Is applicant ceasing its activities as a government securities broker or dealer? (Do not answer "Yes" unless previously answered "yes" to Question 13A.)...................................................................... 34 To amend, complete the schedule in full in accordance with the instructions below and file with a completed Execution page (Page 1). Schedule A of FORM BD Official Use FOR CORPORATIONS Applicant Name (Answers in response to Item 3 of Form BD.) Date: Firm CRD No.: 1. This form requests information on the owners and executive officers of the applicant. 2. Please complete for: A. each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer, director, and individuals with similar status or functions, and B. every person  who is directly, or indirectly through intermediaries, the beneficial owner of 5% or more of any class of equity security of the applicant. 3. If a person covered by 2(B) above owns applicant indirectly through intermediaries, list all intermediaries and below them, if they are not public reporting companies under Sections 12 or 15(d) of the Securities Exchange Act of 1934 but are: A. corporations, give their shareholders who own 5% or more of a class of equity security, or B. partnerships, give their general partners or any limited special partners who have contributed 5% or more of the partnership's capital. 4. If the intermediary's shareholders or partners listed under 3 above are not individuals, continue up the chain of ownership listing their 5% shareholders, general partners, and 5% limited or special partners until individuals are listed. 5. Ownership codes are: NA – 0 up to 5% B – 10% up to 25% D – 50% up to 75% A   – 5% up to 10% C – 25% up to 50% E – 75% up to 100% 6. Asterisk (*) names reporting a change in title, status, stock ownership, partnership interest, or control.  Double asterisk (**) names new on this filing. 7. Check "Control Person" column if person has "control" as defined in the instructions to this form. 8. Applicants indicating an options business in Item 10 must enter "SROP" for their Senior Registered Options Principal and "CROP" for their Compliance Registered Options Principal in the "Title or Status" column. FULL NAME Beginning Date Title or Status Ownership Code Control Person CRD Number or, if none, Social Security Number Official Use Only Last First Middle Mo. Yr. 01 02 03 04 05 06 07 08 09 10 11 12 List below the names reported in the most recent previous filing under this item that are being deleted: FULL NAME Ending Date CRD Number or, if none, Social Security Number Last First Middle Mo. Yr. To amend, complete the schedule in full in accordance with the instructions below and file with a completed Execution page (Page 1). Schedule B of FORM BD Official Use FOR PARTNERSHIPS Applicant Name (Answers in response to Item 3 of Form BD.) Date: Firm CRD No.: 1. This form requests information on the owners and executive officers of the applicant. 2. Please complete for all general partners and those limited and special partners who have contributed directly, or indirectly through intermediaries, 5% or more of the partnership's capital. 3. If a person covered by 2 above owns applicant indirectly through intermediaries, list all intermediaries and below them, if they are not public reporting companies under Sections 12 or 15(d) of the Securities Exchange Act of 1934 but are: A. corporations, give their shareholders who own 5% or more of a class of equity security, or B. partnerships, give their general partners or any limited special partners who have contributed 5% or more of the partnership's capital. 4. If the intermediary's shareholders or partners listed under 3 above are not individuals, continue up the chain of ownership listing their 5% shareholders, general partners, and 5% limited or special partners until individuals are listed. 5. Ownership codes are: NA – 0 up to 5% B – 10% up to 25% D – 50% up to 75% A – 5% up to 10% C – 25% up to 50% E – 75% up to 100% 6. Asterisk (*) names reporting a change in title, status, stock ownership, partnership interest, or control.  Double asterisk (**) names new on this filing. 7. Check "Control Person" column if person has "control" as defined in the instructions to this form. 8. Applicants indicating an options business in Item 10 must enter "SROP" for their Senior Registered Options Principal and "CROP" for their Compliance Registered Options Principal in the "Title or Status" column. FULL NAME Beginning Date Title or Status Ownership Code Control Person CRD Number or, if none, Social Security Number Official Use Only Last First Middle Mo. Yr. 01 02 03 04 05 06 07 08 09 10 11 12 List below the names reported in the most recent previous filing under this item that are being deleted: FULL NAME Ending Date CRD Number or, if none, Last First Middle Mo. Yr. Social Security Number To amend, complete the schedule in full in accordance with the instructions below and file with a completed Execution page (Page 1). Schedule C of FORM BD Official Use FOR APPLICANTS OTHER THAN PARTNERSHIPS AND CORPORATIONS Applicant Name: (Answers in response to Item 3 of Form BD.) Date: Firm CRD No.: 1. This form requests information on the owners and executive officers of the applicant. 2. Please complete for each person, including trustees, who participates in directing or managing the applicant. 3. Give each listed person's title or status, and describe the nature of their authority and their beneficial interest in applicant. Sole proprietors must be identified in the "Title or Status" column. 4. Asterisk (*) names reporting a change in title, status, stock ownership or partnership interest.  Double asterisk (**) names new on this filing. 5. Applicants indicating an options business in Item 10 must enter "SROP" for their Senior Registered Principal and "CROP" for their Compliance Registered Options Principal in the "Title or Status" column. FULL NAME RELATIONSHIP CRD Number or, if none, Social Security Number Description of Authority and Beneficial Interest Beginning Date Title or Status Last First Middle Mo. Yr. List below the names reported in the most recent previous filing under this item that are being deleted: FULL NAME Ending Date CRD Number or, if none, Social Security Number Last First Middle Mo. Yr. When amending Form BD, provide complete detail for the Item(s) being amended.  File with a completed Execution page (Page 1). Schedule D of FORM BD Official Use Applicant Name: Date: Firm CRD No.: (Use this Schedule to report details of affirmative responses to questions on Form BD.) Item of Form (Identify) Answer Schedule E of FORM BD Applicant Name: Date: Firm CRD No.: INSTRUCTIONS FOR SCHEDULE E:  Initial filings must report all business locations other than the main office.  Amendments must include only those branch offices to be added or amended.  Complete addresses, including zip code, are to be listed at all times. Use the following codes in the Nature of Change Column: To request registration of a new branch office, enter "A". To report a branch office closing, enter "B". To report a change of address list the old address immediately followed by the new address; enter "C" next to the old address and "D" next to the new address. To report a change in supervisor, enter "S". Place one asterisk (*) under the OSJ column to report designation of a branch as an office of supervisory jurisdiction. Place a double asterisk (**) under the OSJ column to eliminate designation of a branch as an office of supervisory jurisdiction. Complete Address of Branch Office Name and CRD No. of Supervisor OSJ Nature of Change Effective Date