15A Application for Registration as a National or Affiliated

Rules 15aa-1 and 15aa-2 and Form 15A

Form 15A - 2023 Proposed Revision

OMB: 3235-0030

Document [pdf]
Download: pdf | pdf
Form 15A-Application for Registration as a National or Affiliated Securities Association
and Amendments and Supplements Thereto.
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 comply with the provisions of law applying to the
conduct of the association would violate the federal securities laws and may result in disciplinary, administrative, or
criminal action.
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS MAY CONSTITUTE CRIMINAL
VIOLATIONS.
Note: The granting of registration is not to be deemed permanent approval of the association’s rules and practices.

{Entity} is making this filing pursuant to the following Rule: (select one)
Submission type:
Rule 15Aa-1 – Application for Registration as a National Securities Association or an
Affiliated Securities Association
Initial (select type of application)
A National Securities Association
An Affiliated Securities Association
Amendment to Application – Amendment ######
Consent to Extension of Time
Date Extension Expires: MM/DD/YYYY
Withdrawal of Application
Rule 15Aa-2(a) – Correcting Amendment
Rule 15Aa-2(b) – Current Supplements to Registration
Does information being reported include a change in Exhibit C? Yes/No
o If Yes, provide the month in which changes to Exhibit C occurred: mm/yyyy
Rule 15Aa-2(c) – Annual Supplement as of March 1, YYYY
Rule 15Aa-2(c)(1)(ii) – Triennial Supplements for Year: YYYY
Rule 15Aa-2(c)(2) – Annual Financial Supplement as of mm/dd/yyyy
Rule 15Aa-2(d)(2) – Materials
This space left intentionally blank
Section I: Organization
1)
Exact name of Association: {Entity}
2)

Addresses:
Check if information has changed since previous filing
a) Statutory office:
Street: __________________________________
City______________________, State_______ Zip Code__________

b) Principal executive office:
Same as above
Street: __________________________________
City______________________, State_______ Zip Code__________
c) Branch or District Offices:
Not Applicable
A list of all branch or district offices, including the street, city, state, zip code, shall
be provided and marked as Schedule I.
3)

Name and address of each person authorized to receive service of process and notices on
behalf of the association from the Commission. Email address of each person authorized
to receive notices on behalf of the association from the Commission. If more than one
person, provide the information in Schedule II.
Name: __________________________________
Title: __________________________________
Street: _________________________________
City: ______________________, State: _______ Zip Code: __________
Email: ____________________________________
4)
Name, address and email address of counsel to the association, if any:
Name: __________________________________
Street: _________________________________
City: ______________________, State: _______ Zip Code: __________
Email: ____________________________________
5)
Legal Status
Form of organization of association (select one):
Check if information has not changed since previous filing
Sole Proprietorship
Corporation
Partnership
Limited Liability Company
Other (Specify):________________
Date of organization in present form: mm/dd/yyyy
Name of state and reference to any statute thereof under which organized:
{State/Territory Pick List} Statute: _______________________________________
6)
Officers, Directors, Committee members, and other persons.
Provide the following information as Schedule III:
a) A listing of all officers, directors (or persons occupying similar status or performing
similar functions), the chairman of the national business conduct committee, and the
chairman of each regional business conduct committee. The listing shall include (1)
Name (last name, first name, middle name); (2) Title, (3) Name of firm with which such
person is associated, (4) Location (city and state) of the particular office of the firm with
which such person is connected, and (5) Periods during which the present incumbent has
held the same office or position.
b) A listing for each national and regional standing committee. The listing shall include (1)
Name of each member, (2) Name of firm with which such member is associated, and (3)
Location (city and state) of the particular office of the firm with which such person is
connected.

Rule 15Aa-2(c)(1)(i)(A)-(B) In lieu of filing {entity} certifies that the information in Item 6 may be
obtained below and is accurate as of the publication date:
Name of Publication:_________________________ Name: ____________________
Address: __________________________________ Telephone #: _______________
Price of Publication $_________________________ Date of Publication: mm/dd/yyyy

Exhibit A – Governing Documents
Provide copies of the association’s constitution, charter, or articles of incorporation or association, with all
amendments thereto, and of its existing by-laws, and of any rules or instruments corresponding to the
foregoing, whatever the name.
Rule 15Aa-2(c)(1)(ii)(A): In lieu of filing {entity} certifies that the information may be obtained below
and is accurate as of the publication date:
Name of Publication:_________________________ Name: ____________________
Address: __________________________________Telephone #: _______________
Price of Publication $_________________________Date of Publication: mm/dd/yyyy
Rule 15Aa-2(c)(1)(ii)(B): In lieu of filing {entity} certifies that the information requested under this
exhibit is kept up to date and is available to the Commission and the public upon request.

Exhibit B – Financial Statements

A balance sheet of the association as of a date within 30 days of the filing of this application, or promptly
after the close of each fiscal year if a supplement, together with an income and expense statement for the year
preceding such date or, if the association was organized during such year, for the period from the date of such
organization to the date of such balance sheet.

Exhibit C – Members
A list, as of latest practicable date, alphabetically arranged, of all members of the association indicating for
each: (1) the name (last name, first name, middle name), (2) the principal place of business, and (3) the date
of election to membership for each member elected to membership after December 31, 1994.
Rule 15Aa-2(b)(3): Changes in the information called for in items (1) and (2) of Exhibit C are reported in a
record which is published at least once a month by {entity} and promptly filed with the Commission. No
current supplement need be filed with respect thereto.

Exhibit D – Materials

Any notices, reports, circulars, loose-leaf insertions, riders, new additions, lists or other records of changes
when, as, and if such records are made available to members of the association.

Section II: Membership

Check if information has not changed since previous filing

7) What rule or rules of the association deals with admissions to membership?

8) What rule or rules of the association restricts membership therein
a) On a specified geographical basis?

b) On a specified basis relating to the type of business done by the member?

c) On any basis other than those referred to in (a) or (b) hereof?

9) What rule or rules of the association prescribes the grounds upon which a broker
or dealer shall not be admitted to or continued in membership in such association
in accordance with Section 15A(b)(4) of the Act?

10) What rule or rules of the association provides that, in any proceeding to determine
whether a broker or dealer shall be denied membership, such broker or dealer
shall be notified of, and be given an opportunity to be heard upon, the specific
grounds for denial which are under consideration, a record shall be kept, and the
determination shall set forth the specific grounds upon which the denial is based?

Section III: Representation of Membership

previous filing

Check if information has not changed since

11) What rule or rules of the association assures a fair representation of its members:
a) In the adoption of any rule of the association or amendment thereto:

b) In the selection of officers and directors of the association

c) In all phases of the administration of the affairs of the association other than those
referred to in (a) or (b) hereof

Section IV: Dues and Expenses
Check if information has not changed since previous
filing
12) What rule or rules of the association provides for the equitable allocation of dues
among its members to defray reasonable expenses of administration?

Section V: Business Conduct and Protection of Members

not changed since previous filing

Check if information has

13) What rule or rules of the association is designed to prevent fraudulent and
manipulative acts and practices?

14) What rule or rules of the association is designed to promote just and equitable
principles of trade?

15) What rule or rules of the association is designed to provide safeguards against
unreasonable profits or unreasonable rates of commissions or other charges?

16) Financial Statements
a) Does the association require financial statements from its members? Yes/No
If yes, specify types of members included in and excluded from such requirement

If yes, provide answers to 16(b)–(d) below.
b) How frequently and with what notice does the association require such statements?

c) Must such statements be certified by independent certified or public accountants?
Yes/No
d) What procedure does the association employ in checking the accuracy of such
statements?

17) Give reference to the rules of the association with respect to insolvency of
members; limitations on members’ maximum indebtedness, or ratio of
indebtedness to capital; methods of financing “when, as and if issued”
trading; other provisions concerning financial responsibility of members.

18) Give reference to the rules of the association with respect to hypothecation of
securities carried for customers’ accounts; segregation in safekeeping of
customers’ free securities; handling of customers’ free credit balances; sending of
regular monthly statements to customers showing the amount of the customer’s
free credit balance, if any, and a list of fully paid securities, if any, held in
safekeeping; securities sold to customers on an installment plan; lending of
securities carried for customers’ accounts; manner, method and place of soliciting
business including matters pertaining to securities salesmen.

19) Give reference to the rules of the association with respect to keeping and
preservation of minimum specified books and records.

20) Give reference to the rules of the association with respect to:
a) Fictitious quotations.________________________________
b) Nominal quotations._________________________________

21) Are any rules of the association substantially identical with any rules
promulgated by the Commission? Yes/No. If so, state which:

22) Give reference to the rules of the association with respect to discretionary
accounts.

23) What reports or special questionnaires, other than financial statements
referred to in Item 16 above, are or may be required of members either
periodically or regularly? Also provide information as to how frequently and
with what notice such reports are required.

Section VI: Disciplining of Members
What rule or rules of the association:

Check if information has not changed since previous filing.

24) Provides that its members shall be appropriately disciplined, by expulsion,
suspension, fine, censure, or any other fitting penalty, for any violation of its
rules?

25) Prescribes the procedure to be followed in any proceeding to determine whether a
member shall be disciplined in accordance with Section 15A(b)(7) of the Act?

Section VII: Affiliated Associations
Check if information has not changed since previous filing.
26) What rule or rules of the association, if any, provides for the admission of
registered affiliated securities associations?

Section VIII: Miscellaneous

Check if information has not changed since previous filing.

27) What rule or rules of the association, if any, specifically regulates the dealings
of a member with any nonmember broker or dealer?

28) What rule or rules of the association provides a method for enforcing
compliance on the part of its members with the rules of the association?

Section IX: Additional Information for Registration as an Affiliated Securities Association
Check if information has not changed since previous filing

29) Respond to this section only if application is made for registration as an
affiliated securities association:
a) To which registered national securities association will the applicant forthwith upon
registration apply for admission to affiliation? {pick list of all National Securities
Associations}
b) State reasons for believing that such affiliations will be granted.

30) Estimate annual dollar volume of transactions effected by members of the applicant
association.
$___________________________________
SECTION X: Contact Information
Provide the following information of the contact employee at {association long name} prepared
to respond to questions for this submission:
First Name: _________________________

Last Name: _________________________

Title: ______________________________
E-Mail: _________________________
SECTION XI: Consent to Service and Attestation

Telephone: _________________________

By checking this box, {Name of Entity} consents that service of any civil action brought by,
or notice of any proceeding before, the Securities and Exchange Commission in connection with
the association’s activities may be given by registered or certified mail to the contact employee
at the main address, or mailing address if different, given in Section I above; and represents that
the information and statements contained herein, including exhibits, schedules, or other
documents attached hereto, and other information filed herewith, all of which are made a part
hereof, are current, true, and complete.
FORM 15A General Instructions
A.

General Instructions for Preparing and Filing Form 15A

Form 15A is to be used by an entity for registration with the Securities and Exchange
Commission (the “Commission”) as a national securities association or an affiliated securities
association, and for any amendments or supplements to such registration statement under Section
15A of the Securities Exchange Act of 1934 (“the Act”). As used hereinafter, the term “Form
15A” includes the form and any required exhibits and schedules thereto.
Form 15A shall be filed in an electronic format through the Commission’s Electronic
Data Gathering, Analysis, and Retrieval System (EDGAR) in accordance with EDGAR rules set
forth in Regulation S-T (17 CFR Part 232).
Unless the context clearly indicates otherwise, the terms used in Form 15A have the
meanings given in the Act. Note: The granting of registration is not to be deemed permanent
approval of the association’s rules and practices.
B.

Need for Careful Preparation of the Completed Form, Including Schedules
and Exhibits

A Form 15A that is not prepared and executed in compliance with applicable
requirements may be returned as not acceptable for filing. Any filing so returned shall for all
purposes be deemed not to have been filed with the Commission. See also Rule 0-3 under the
Act (17 CFR 240.0-3). However, acceptance of Form 15A shall not constitute a finding that it
has been filed as required or that the information submitted is true, current or complete.

C.

When To Use the Form 15A

Form 15A is composed of seven types of submissions to the Commission pursuant to
Section 15A of the Act and Rules 15Aa-1 and 15Aa-2 thereunder. In completing the Form 15A,
a registrant shall select the type of filing and provide all information required by the rules and
instructions thereunder. In submitting this Form, its exhibits, and its schedules, the person by
whom it is executed represents that all information contained within is true, current and
complete. The types of submissions are:
(1) Rule 15Aa-1 submissions are applications for registration as a national securities
association or an affiliated securities association. If Form 15A is being filed as an
application for registration as a national securities association, all applicable items are
required to be answered in full, except for items in Section IX. If Form 15A is being
filed as an application for registration as an affiliated securities association, all
applicable items are required to be answered in full. Note: The granting of
registration is not to be deemed permanent approval of the association’s rules and
practices.
(2) Rule 15Aa-2(a) submissions shall be filed promptly after the discovery of any
inaccuracy in the registration statement or in any amendment or supplement thereto.
All amended items are required to be answered in full. All amended exhibits or
schedules are required to be provided completely. Any item that is not being
amended may be left blank. If no item in a section is being amended, the association
may check the box next to the applicable section heading labeled “Check if
information has not changed since previous filing.”

(3) Rule 15Aa-2(b) submissions shall be filed promptly after any change which renders
no longer accurate any information contained or incorporated in the registration
statement or in any amendment or supplement thereto, except that no current
supplements need be filed with respect to changes in the information called for in
Exhibit B. All supplemented items are required to be answered in full. All
supplemented exhibits or schedules are required to be provided completely. Any item
that is not being amended may be left blank. If no item in a section is being
supplemented, the association may check the box next to the applicable section
heading labeled “Check if information has not changed since previous filing.”
Supplements setting forth changes in the information called for in Exhibit C need not
be filed until 10 days after the calendar month in which the changes occur. If the
submission is being filed solely to supplement changes in the information called for
in Exhibit C, association should check the applicable box and provide the month and
year in which the changes occurred. The association need not provide a current
supplement to Exhibit C if it checks the box indicating it has complied with the
requirements of Rule 15Aa-2(b)(3).
(4) Rule 15Aa-2(c) submissions are annual consolidated supplements to a registration
statement as a national securities association or an affiliated securities association and
shall be filed promptly after March 1 of each year. If the association is filing an
annual consolidated supplement to a registration statement as a national securities
association, all applicable items are required to be answered in full, except for items
in Section IX. If the association is filing an annual consolidated supplement to a
registration statement as an affiliated securities association, all applicable items are

required to be answered in full. The association need not answer Item 6 if it checks
the box indicating it has complied with the requirements of Rules 15Aa-2(c)(1)(i)(A)(B) and provides the applicable information.
(5) Rule 15Aa-2(c)(2) submissions shall be filed promptly after the close of each fiscal
year of the association. The association is required to provide a complete Exhibit B.
(6) Rule 15Aa-2(c)(1)(ii) submissions shall be filed promptly by March 1, 2025, and
every three years thereafter. The association is required either to provide a complete
Exhibit A or check the boxes indicating it has complied with the requirements of
Rules 15Aa-2(c)(1)(ii)(A)-(B) and provide the applicable information.
(7) Rule 15Aa-2(d)(2) submissions require the association to electronically file any
notices, reports, circulars, loose-leaf insertions, riders, new additions, lists or other
records of changes when, as, and if such records are made available to members of
the association.
D.

Documents Comprising the Completed Form

The completed form filed with the Commission shall consist of Form 15A, responses to
all applicable items, and any exhibits and schedules required in connection with the filing. Any
item may be answered by reference to the page, article, section or paragraph of any document
filed as an exhibit herewith which contains the information required. Unless the context
otherwise requires, the terms “rule of the association,” as used in Form 15A shall include any
provision of the association’s constitution, charter, articles of incorporation or association and
by-laws, and any rule of the association or any of its committees and any settled practice
association or of any of its committees having the effect of a rule.

E.

Contact Information and Filing of Completed Form

Each time an association submits a filing to the Commission on Form 15A, the
association must provide the contact information required by Section X of the form. The contact
employee must be authorized to receive all contact information, communications and mailings
and must be responsible for disseminating that information within the association’s organization.
Consult the EDGAR Filer Manual for EDGAR filing instructions, including the
instructions for becoming an EDGAR Filer.


File Typeapplication/pdf
AuthorAuthor
File Modified2023-03-14
File Created2023-03-14

© 2024 OMB.report | Privacy Policy