Brokers, Dealers, Salespersons

Frequently Asked Questions

  • Question: What are the penalties if the issuer has sold securities without registering?
    Answer:The department has civil and criminal authority to initiate action and impose costs, which are determined on a case by case basis.
  • Question:If I sell securities to someone and they want to resell to a New York resident, are there any forms to file for secondary trading?
    Answer: If the issuer is registered in New York, secondary trading is permissible. It is suggested that you file the M-11, Section 7.
  • Question: If I cancel my registration to sell securities, can I obtain a refund of the registration fee?
    Answer: No. Registration fees are non-refundable.
  • Question: Is the information in the Memorandum or offering literature private? Can the public view it?
    Answer: The offering literature of memorandum is public information. The department will consider a request by the filer to withhold certain information such as trade secrets.
  • Question: If I get confirmation that my filing was received on a certain date, but not reviewed, can I go ahead and do business?
    Answer: By statute, registrations are filed when received. However upon review, if the filing is incomplete, it may not be considered filed.
  • Question: If I paid the lower fee of $300 when registering for the minimum offering amount ($500 thousand or less), and later increase the offering amount over $500 thousand, do I refile? Do I pay $1,200 or $900 dollars? Are there any additional fees?
    Answer: If the combined new offering now totals more then five hundred thousand dollars, then an additional nine hundred dollars must be paid. There is no need to file a new form, but please send a letter and explain the details. In addition, a further state notice with a fee of $75 must be sent to the Secretary of State for the new issuance.
  • Question: Where can I find the state notice and the further state notice forms?
    Answer: These forms can be downloaded from the New York State Department of State website see business and licensing services, click on corporations, see miscellaneous/state records, click on forms and instructions.
  • Question: What are the filing fees for the M-11 and the Form 99 registration?
    Answer: Offerings of $500 thousand or less, the filing fee is $300. Offerings for more than $500 thousand, the filing fee is $1,200 effective August 13, 2003.
  • Question: Can I send a personal check?
    Answer: Personal checks are not accepted. Send an attorney’s check, certified check, bank check, company check or money order made payable to: New York State Department of Law.
  • Question: What form is filed if there is an amendment to a Rule 506, Regulation D offering and the issuer/company has previously filed a Form 99?
    Answer: You must file an amended Form 99 with the Department of Law, there is no additional fee if you have paid the maximum registration fee of $1,200. Remember: New York registers issuers/companies not securities. The issuer’s registration is effective for 4 years. However, you must file a Further State Notice with the Department of State (www.dos.ny.gov). Also see Question 53 if you paid the $300 registration fee and now your total offering amount is over $500 thousand. Material changes such as name, address or change of principal should be submitted on the Form 99 as an amendment accompanied by a $30 fee. Please indicate your registration number on all correspondence.

Registration of People:

Of Firms:

  • Open Management Type Co. NF (PDF) (replaces form M1A)

Exemption Filing General:

  • Special Instruction Sheet (359-F)
  • Business Entity (RI-1)
  • Application for Exemption from Acctg. Requirement (ATS-1)

Designation of Service of Process Agent General:

  • Uniform Instruction Sheet (Designation Pro.)

Security Takeover

Notice of Appearance Form

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