CONNECTICUT BRANCH OFFICE REGISTRATION INSTRUCTIONS
WHO MUST FILE
1. Broker-dealers with one or more Connecticut branch offices; and
2. State-regulated investment advisers with one or more Connecticut branch offices
*Note: Effective February 1, 2001, investment advisers regulated by the Securities and Exchange Commission need not file for Connecticut branch office registration
HOW DO I FILE?
Effective October 31, 2005, all new broker-dealer and investment adviser branch office registrations and amendments must be filed electronically through the Financial Industry Regulatory Authority's Central Registration Depository/Investment Adviser Registration Depository ("WebCRD/IARD") and all related fee payments must be made through WebCRD/IARD.
WHAT IS A "BRANCH OFFICE"?
Section 36b-3(4) of the Connecticut Uniform Securities Act defines a "branch office" as "any location other than the main office at which an agent or investment adviser agent regularly conducts business on behalf of a broker-dealer or investment adviser, or any location that is held out as such." The following locations are not considered "branch offices" under the definition:
1. Any location established solely for customer service or back office type functions where no sales activities are conducted and that is not held out to the public as a branch office;
2. Any location that is the agent's or investment adviser agent's primary residence, provided -
(1) Only agents or investment adviser agents who reside at the location and are members of the same immediate family conduct business at the location;
(2) The location is not held out to the public as an office and the agent or investment adviser agent does not meet with customers at the location;
(3) Neither customer funds nor securities are handled at that location;
(4) The agent or investment adviser agent is assigned to a designated branch office, and the designated branch office is reflected on all business cards, stationery, advertisements and other communications to the public by the agent or investment adviser agent;
(5) The agent's or investment adviser agent's correspondence and communications with the public are subject to the supervision of the broker-dealer or investment adviser with which the agent or investment adviser agent is associated;
(6) Electronic communications, including e-mail, are made through the electronic system of the broker-dealer or investment adviser;
(7) All orders for securities are entered through the designated branch office or an electronic system established by a broker-dealer that is reviewable at the branch office;
(8) Written supervisory procedures pertaining to supervision of activities conducted at the residence are maintained by the broker-dealer or investment adviser; and
(9) A list of the residence locations is maintained by the
broker-dealer or investment adviser.
3. Any location, other than a primary residence, that is used for securities or investment advisory business for less than thirty business days in any one calendar year, provided the broker-dealer or investment adviser complies with the second, third, fourth, fifth, sixth, seventh and eighth conditions of the primary residence exclusion described above. "Business day" does not include any partial business day, provided the agent or investment adviser agent spends at least four hours on such day at the designated branch office of the agent or investment adviser agent during the hours that the office is normally open for business;
4. Any office of convenience, where associated persons occasionally and exclusively by appointment meet with customers, which is not held out to the public as an office;
5. Any location used primarily to engage in nonsecurities activities and from which the agent or investment adviser agent effects no more than twenty-five securities transactions in any one calendar year, provided any advertisement or sales literature identifying the location also sets forth the address and telephone number of the location from which the agent or investment adviser agent conducting business at the nonbranch location is directly supervised;
6. The floor of a registered national securities exchange where a broker-dealer conducts a direct access business with public customers; and
7. A temporary location established in response to the implementation of a business continuity plan.EFFECTIVENESS AND FEES
Your branch office filing is good until you cease operations at the location. There is no "renewal" procedure. The non-refundable fee for making a branch office filing is $125 per branch office. A branch office that is both a broker-dealer and a state-regulated investment advisory branch would require a total fee payment of $250.ON-SITE MANAGER
Section 36b-31-6f of the Connecticut Uniform Securities Act Regulations requires that each Connecticut broker-dealer or investment advisory branch office have a full-time manager on the premises. In addition, each broker-dealer branch office manager must pass an examination as principal given by the SEC or by a securities self-regulatory organization registered under the Securities Exchange Act of 1934. However, by Order dated October 4, 2002
, the Commissioner exempted registered broker-dealers and investment advisers from the requirement that each registered branch office have an on-site manager if the broker-dealer or investment adviser has implemented a system of adequate supervisory controls over its branch office operations designed to ensure a level of oversight comparable to that which would exist had its managers been located on-site. While no submission is required to rely on this exemption, the ultimate burden of demonstrating that supervisory procedures are adequate rests with the broker-dealer or investment adviser.FORM DBA-1
A paper filing of Form DBA-1 is required only if trade name information is not reflected on the Form BR you file electronically with WebCRD/IARD and a broker-dealer, state-regulated investment adviser, broker-dealer agent or investment adviser agent working from the branch office uses a trade or assumed name.WHEN TO AMEND YOUR FILING
Branch Manager Changes (reassignments; employment terminations): These must be filed promptly and include the effective date of the change.
Branch Office Moves to Another Connecticut Location: Amend your filing to show that business has ceased at the former location. In addition, if the new location is not yet registered as a branch office, you must include information on the new location as well as a $100 fee for the new site.
Branch Office Shuts Down