FINRA’s Proposed Change to Rules 5122 and 5123

FINRA’s Proposed Change to Rules 5122 and 5123

On October 28, 2020, FINRA filed a proposed rule change to amend Rules 5122 (Private Placements of Securities Issued by Members) and 5123 (Private Placements of Securities) that would require members to file retail communications concerning Private Placement offerings. Previously, Rules 5122 and 5123 required all offering documents to be filed with FINRA. However, they weren’t specific enough to include all documents that should have been considered offering documents, such as retail communications.

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NASAA’s New Rule on IAR CE

NASAA’s New Rule on IAR CE

The North American Securities Administrators Association (“NASAA”) recently adopted a new rule that will require Investment Advisor Representatives (“IARs”) to complete 12 credit hours of Continuing Education annually, 6 for IAR Ethics and Professional Responsibility Requirements and 6 for IAR Products and Practice Requirements. This will be the first time IARs have been subject to Continuing Education and as NASAA president Lisa A. Hopkins states, is intended to “promote heightened regulatory compliance while also helping investment adviser representatives better serve their clients by remaining knowledgeable of current regulatory requirements and best practices.”

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On-site Due Diligence

Footnote 74 Under SEC’s Customer Protection Rule

The U.S. Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority, Inc. (FINRA) recently issued Frequently Asked Questions (FAQs) concerning the exemption provisions of SEC Rule 15c3-3, the Customer Protection Rule. Prior to this guidance, even if they did not meet all requirements for (k)(2)(i) or (k)(2)(ii) on the FOCUS Report, firms were choosing to file for a (k)(2)(i) if they did not have custody. To address this issue, the SEC released footnote 74 to allow these “Non-Covered Firms” to properly file for exemption under Rule 15c3-3.

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FINRA Report Filing

FINRA Report Filing Due Dates for 2021

FINRA recently released a notice about 2021 and first quarter of 2022 FINRA Report Filing Due Dates to assist members in their financial reporting obligations for Annual Report, Financial and Operational Combined Uniform Single (FOCUS), Form Custody, and supplemental FOCUS Report filings.

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Custody of Cryptocurrency

UTMA and UGMA Custodial Accounts

Uniform Transfers to Minors Act (UTMA) and Uniform Gifts to Minors Act (UGMA) custodial accounts provide a way to transfer property to a minor beneficiary without the need for a trust. The custodian then must transfer the ownership of this account to the minor at the age of majority.

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Cybersecurity

Lessons from FINRA’s Cybersecurity Conference

As the end of the year approaches, it is a good time to revisit cybersecurity focus points and remind firms and their representatives of potential weaknesses. Cybersecurity is no longer a big firm program. Cyber-attacks occur from one-man shops to multibillion-dollar financial institutions.

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