Securities Division FAQ
Frequently Asked Questions Sections
The Georgia Commissioner of Securities may, in rare cases, grant a waiver of certain examination requirements for broker-dealer agents and/or investment adviser representatives. The relevant legal standards applicable to such waivers may be found in the Commissioner’s Rules, at Rule 590-4-5-.02(5) for broker broker-dealer agents and Rule 590-4-4-.09 for investment adviser representatives.
Applicants should also take care to demonstrate to the Commissioner how satisfying the examination requirement would present a “substantial hardship” (as such term is defined at O.C.G.A. §50-13-9.1) to the Applicant.
Please be advised that all examination waiver requests must be made to the Commissioner in writing with reference to the applicable legal standards.
Please address all such written requests to:
2 Martin Luther King Jr. Drive, S.E.
Suite 317, West Tower
Atlanta, GA 30334
PLEASE NOTE: Until further notice, we are NOT accepting exam waiver requests for the SERIES 63 exam.
Yes. Pursuant to O.C.G.A. § 10-5-35, the Georgia Commissioner of Securities requires a fingerprint background check for all applicants requesting registration as an investment adviser representative or broker-dealer agent. For guidance on how to submit fingerprints, see the Georgia Secretary of State Fingerprint Instructions document.
For more information regarding the registration process for broker-dealer agents, please see the web page titled Broker-Dealer Agents.
For more information regarding the registration process for investment adviser representatives, please see the web page titled Investment Adviser Representatives (link to Investment Adviser Representatives page).
If you would like to receive notifications of proposed rules amendments, please subscribe to the interested list for proposed changes and other notifications.
Please review the Securities Division's instructions on fulfilling the background requirements on fulfilling the background check requirements for investment advisor representatives and broker-dealer agents applicants in the State of Georgia. They will guide you through the process of submitting fingerprints through Gemalto Cogent, either online or using ink fingerprint cards.
Should you have further questions, you may contact our registrations staff here.
For information on filing electronically through the CRD System, contact FINRA at the following:
1735 K Street
Washington DC, 20006
For all other information concerning registration in the State of Georgia, contact the Securities Division at the following:
Office of the Georgia Secretary of State
2 Martin Luther King Jr. Drive S.E.
Suite 317 West Tower
Atlanta, GA 30334
Yes. Please feel free to email documents after an analyst has contacted your firm requesting documents required for registration. An analyst will contact you using the email address listed on your firm’s listing in FINRA CRD.
Yes. Each broker-dealer must comply with the supervision requirements of FINRA. These requirements can be found on FINRA’s website.
No. The Securities Division has no special branch office registration requirements other than those required by FINRA. However, every broker-dealer of securities with branch offices in Georgia must designate through CRD a resident supervisor and shall furnish the location to the Securities Division upon request.
No. Georgia does not sponsor individuals for any securities exams.
No. Please be advised that the Securities Division does not require broker-dealers registered with the Division to submit annual audited financial statements, or any financial statements for that matter, to the Division, unless specifically requested to do so by the Division.
Accordingly, broker-dealers registered with the Division should not send to the Division any of the financial statements and supporting schedules required to be filed with the SEC pursuant to 17 CFR 240.17a-5(d)(1)(i).
This in no way impacts a broker-dealer’s obligation to make such filings with the SEC, the FINRA, or any state other than Georgia.
Yes. Georgia Rule 590-4-4.19(15) (“Ga. Rule”) explicitly states that investment advisers in this state “shall not engage in . . . publishing, circulating, or distributing any advertisement that does not comply with Rule 206(4)-1 under the Investment Advisers Act of 1940.” The Ga. Rule draws authority from O.C.G.A. § 10-5-51 and is a valid and enforceable rule. The Ga. Rule indicates that the laws of this state will enforce Rule 206(4)-1 when that rule is promulgated under the authority of the Investment Advisers Act of 1940. Georgia law requires that investment adviser advertisements be regulated according to the SEC’s new rule updating Rule 206(4)-1 because Georgia statutory and regulatory laws require enforcement of Rule 206(4)-1 and Rule 206(4)-1 is a duly enacted, valid exercise of agency authority. Because Georgia law incorporates Rule 206(4)-1, and Rule 206(4)-1 is duly enacted and a valid exercise of agency authority, this office will be required by law to update its enforcement practices to comply with Rule 206(4)-1 by Nov. 4, 2022.
Yes. Both investment advisers registering with the Securities Division as well as federal covered advisers (i.e. SEC-registered investment advisers) making notice filings with the Securities Division must make their submissions via the Investment Adviser Registration Depository (IARD) system that is administered by FINRA.
Yes. An investment adviser who during the preceding 12 months has had fewer than 6 Georgia clients need not register with the Georgia Securities Division. This is the case whether or not the adviser has a place of business in Georgia. Please see O.C.G.A. §§ 10-5-32(b)(2), 10-5-32(b)(3), and Rule 590-4-4-.13.
Yes. A federal covered investment adviser without a place of business in Georgia and who during the preceding 12 months has had fewer than 6 Georgia clients need not complete a notice filing with the Securities Division. Please see O.C.G.A. §§ 10-5-34(b).
Yes. Both investment advisers registering with the Securities Division as well as federal covered advisers will need to have uploaded a copy of their Form ADV, Part 2 to their online IARD submission. Previously, SEC-registered investment advisers were not required by the SEC to include Part 2 with their online IARD Form ADV filing (and were thus generally excused from including Part 2 when making a notice filing with the Georgia Securities Division). However, because of a SEC rule change, SEC-registered advisers now must also upload their Form ADV, Part 2 when registering with the SEC.
The ADV Part 2 must use the given format for the brochure. The state of Georgia will not review a firm’s brochure that is not in the given ADV Part 2 format. Please review instructions for using the required format.
The Georgia Securities Division is following the NASAA recommendations and is accepting the new ADV Part 2 starting October 12, 2010. The Georgia Securities Division will require the new ADV Part 2 to be submitted for registration starting January 1, 2011.
Once the ADV Part 2 is completed, please upload the narrative brochure on the firm’s IARD account.
Yes. A promissory note is considered a security and should be registered as a security unless otherwise exempt. Persons or firms selling promissory notes may need to be registered as broker-dealers, agents, investment advisers or investment adviser representatives. Consult legal counsel for further guidance.
No. Georgia does not have a separate solicitation registration provision. However, it is unlawful for a solicitor to be paid a fee with respect to solicitation activities in a manner which does not comply with Rule 206 (4)-3 under the Investment Advisers Act of 1940.
Please see Rule 590-4-4-.14 which discusses the books and records required to be maintained by investment advisers registered with the Georgia Securities Division.
Yes, a professional designation may be used as long as it was earned and is in good standing with the issuing or certifying body.
However, acronyms, such as RIA or IAR have an indefinite meaning to the general public and these do not represent a professional designation or degree. Listing initials, such as “RIA” and “IAR”, after one’s name could cause clients and prospective clients to believe that such terms are a professional degree or designation because using initials after a name commonly indicates a degree or licensed professional position. There are, however, no state or federal professional degrees or designations required to become a registered investment adviser or investment adviser representative.
As such, the Division has determined that this practice may be considered a misleading statement related to the qualifications of an investment adviser or investment adviser representative subject to Georgia Rule 590-4-4-.19(8). Further, using those acronyms may violate Rule 206(4)-1 under the Investment Advisers Act of 1940, because they might mislead clients and prospective clients. The Georgia Securities Act incorporates Rule 206(4)-1 in Rule 590-4-4-.19(15).
To avoid confusion, the Division recommends rather than using the acronyms “RIA” and “IAR” to instead use terms that are fully spelled out on any marketing and communications.
The Division also recommends making clear which entity is the Registered Investment Adviser and which individual is the Investment Adviser Representative to avoid confusion.
2 MLK Jr Dr SE
Ste 317, West Tower
Atlanta, Georgia 30334