Under the North Dakota Securities Act, "Broker-dealer" is defined as a person engaged in the business of effecting transactions in securities issued by another person or by such person for the account of others or for the person's own account. There are a number of exemptions from this definition, including:
An issuer, including an officer, director, employee, or trustee of, or member or manager of, or partner in, or a general partner of, an issuer, that sells, offers for sale, or does any act in furtherance of the sale of a security that represents an economic interest in that issuer, provided no commission, fee, or other similar remuneration is paid to or received by the issuer for the sale. N.D.C.C. 10-04-02(3)(c).
Issuers of securities that do not qualify for this exemption must register with the Department pursuant to N.D.C.C. 10-04-10(1).
"Agent" is defined as an individual, other than a broker-dealer, who represents a broker-dealer or an issuer or is self-employed in effecting or attempting to effect purchases or sales of securities. However, a partner, officer, or director of a broker-dealer, or an individual having a similar status or performing similar functions is an agent only if the individual otherwise comes within the term.
Not more than two officers or managers of an issuer may be registered as an agent for a particular original offering of the issuer's securities without being required to pass a written examination prescribed by the commissioner. The commissioner may also require such additional information as to the applicant's previous business experience as the commissioner deems necessary to determine whether or not the applicant should be registered. If an agent proposes to be self-employed, they must specifically state the particular security or securities they propose to sell in this state in the application.
Review this Updated Regulatory Notice Regarding Issuer-Dealer Registration to learn more.
As of November 10, 2021, all securities filings and filing fees are to be submitted electronically in accordance with the Revised Order Mandating Electronic Filings. Issuer-Dealer and Agent filings and fee payments must be made through the ND Securities Filing Portal. Please send any inquiries regarding the Order and the electronic filing mandate to securitiesfilings@nd.gov .
Registration Requirements:
Issuer-Dealer
- Filing Fee: $200.00
- Application for Registration as Dealer or Issuer-Dealer (Form S-4)
- Articles of Incorporation, By-Laws, or Partnership Agreement
- Consent to Service of Process (Form U-2)
- Corporate Resolution (Form U-2A)
- Affidavit of Issuer-Dealer Activity
- Registration expiration/renewal date is December 31
- All filings and fee payments are made through the ND Securities Filing Portal
Agents
- Filing Fee: $60.00
- Application for Registration of Agent (Form S-5)
- Registration expiration/renewal date is December 31
- All filings and fee payments are made through the ND Securities Filing Portal
Renewals
Renewals for issuer-dealers and agents are filed through the ND Securities Filing Portal
- Issuer Dealer/Agent Renewal Application (Form S-6)
- Renewal Fee for Issuer-Dealer $200.00
- Renewal Fee for Agent $60.00
Related Forms:
- Form U-2: Consent to Service of Process
- Form U-2A: Uniform Form of Corporate Resolution
- Form S - 4: Application for Registration as Dealer
- Form S - 5: Application for Registration of Agent
- Form S - 6: Issuer Dealer Renewal Application
- Affidavit of Issuer/Dealer Activity
Laws, Rules, and Orders:
- N.D.C.C. 10-04-02 Definitions.
- N.D.C.C. 10-04-10 Registration of broker-dealers, agents, investment advisers, investment adviser representatives, and notice filings by federal covered advisers.
For Assistance Contact:
Cody Schmidt, Securities Investigator/Examiner
Email: cschmidt@nd.gov Phone: (701) 328-4703