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U.S. Securities and Exchange Commission

Staff Guidance for Filing Broker-Dealer Notices, Statements, and Reports

For general inquiries to the Division of Trading and Markets on these matters, you may call 202-551-5777 (Office of Interpretation and Guidance).

Inquiries may also be made by email to tradingandmarkets@sec.gov. Please include a telephone number in your email that the Division staff can use to contact you.

Broker-Dealer Notices and Statements under Rules 15c3-1, 15c3-3, 17a-4, 17a-5, and 17a-11

Rule 15c3-1(e) notifications (withdrawals of equity capital)

File notices under this provision with: (1) the Commission at its principal office in Washington, DC (“Commission’s headquarters”); (2) the Commission’s office for the region in which the broker-dealer’s principal place of business is located; (3) the broker-dealer’s designated examining authority (“DEA”); and (4) the Commodity Futures Trading Commission (“CFTC”) if the broker-dealer also is registered with the CFTC.  The filing with the Commission’s headquarters may be made by fax to 202-772-9273.  Contact information for the Commission’s regional offices is available at http://www.sec.gov/contact/addresses.htm.

Rule 15c3-3(i) notifications (failure to make a required deposit)

Provide notices under this provision with:  (1) the Commission; and (2) the broker-dealer’s DEA. The notice to the Commission’s headquarters may be made by fax to 202-772-9273.

Rule 17a-4(f)(2)(i) and (f)(3)(vii) notifications (electronic storage media)

File notices under these provisions with the broker-dealer’s DEA.  In addition, broker-dealers may fax these notifications to the Commission’s headquarters at 202-772-9273.

Rule 17a-5(f)(2) statements  regarding the independent public accountant

File the statements required by this rule with: (1) the Commission’s headquarters; (2) the Commission’s office for the region in which the broker-dealer’s principal place of business is located; and (3) the principal office of the broker-dealer’s DEA.  The filing with the Commission’s headquarters may be made by fax to 202-772-9273.  Contact information for the Commission’s regional offices is available at http://www.sec.gov/contact/addresses.htm.

Rule 17a-5(f)(3) notifications (replacement of accountant)

File notices under this provision with: (1) the Commission’s headquarters; (2) the Commission’s office for the region in which the broker-dealer’s principal place of business is located; and (3) the principal office of the broker-dealer’s DEA.  The filing with the Commission’s headquarters may be made by fax to 202-772-9273.  Contact information for the Commission’s regional offices is available at http://www.sec.gov/contact/addresses.htm.

Rule 17a-11 notifications and reports (net capital, books and records, and other matters)

Provide notifications and reports required by this rule with: (1) the Commission’s headquarters; (2) the Commission’s office for the region in which the broker-dealer’s principal place of business is located; (3) the broker-dealer’s DEA; and (4) the CFTC if the broker-dealer also is registered as a futures commission merchant with the CFTC.  The notifications and reports for the Commission’s headquarters can be submitted by fax to 202-772-9273.  Contact information for the Commission’s regional offices is available at http://www.sec.gov/contact/addresses.htm.

Notifications and reports under CFTC Regulation 1.12

The notifications and reports required by this regulation to be filed with the Commission can be submitted by fax to 202-772-9273. 

Broker-Dealer Annual Reports under Paragraph (d) of Rule 17a-5

Where to file

Broker-dealer annual reports filed with the Commission's principal office in Washington, D.C. in accordance with paragraph (d)(6) of Rule 17a-5 may be mailed or delivered to the following address:

Securities and Exchange Commission
Registrations Branch
Mail Stop 8031
100 F Street, NE
Washington, DC 20549

Also file the annual reports at the regional office of the Commission for the region in which the broker-dealer has its principal place of business, at the principal office of the designated examining authority for the broker-dealer, and with the Securities Investor Protection Corporation (“SIPC”) if the broker-dealer is a member of SIPC.  Provide copies to all self-regulatory organizations of which the broker-dealer is a member, unless the self-regulatory organization by rule waives this requirement. Contact information for the Commission’s regional offices is available at http://www.sec.gov/contact/addresses.htm.

Facing Page

The “Annual Audited Report, Form X-17A-5, Part III, Facing Page” must be completed and attached to the front of each copy of the annual reports.

Required Oath or Affirmation

The broker-dealer must complete the notarized “Oath or Affirmation” on the Facing Page (or must attach the oath or affirmation to the financial report in accordance with Exchange Act Rule 17a-5(e)(2)).

The oath or affirmation must be notarized.  If the broker-dealer is a sole proprietorship, the oath or affirmation must be made by the proprietor; if a partnership, by a general partner; if a corporation, by a duly authorized officer.

Confidentiality

Rule 17a-5(e)(3) provides that the annual reports filed under paragraph (d) of Rule 17a-5 “are not confidential, except that, if the Statement of Financial Condition . . . is bound separately from the balance of the annual reports . . . the balance of the annual reports shall be deemed confidential to the extent permitted by law.  However, the annual reports, including the confidential portions, will be available for official use . . .”

In order to keep the annual reports other than the Statement of Financial Condition confidential in accordance with Rule 17a-5(e)(3), the broker-dealer should do the following:

Bind the Statement of Financial Condition separately from the balance of the annual reports or place it in a separate package. Complete and attach an “Annual Audited Report, Form X-17A-5, Part III, Facing Page” to the Statement of Financial Condition. Mark that Facing Page “Public.”
Bind the balance of the annual reports separately or place them in a separate package. Complete and attach an “Annual Audited Report, Form X-17A-5, Part III, Facing Page” to these reports. Mark that Facing Page “Confidential Pursuant to Rule 17a-5(e)(3).”  Stamp each page of the balance of the annual reports “confidential.”

The public and non-public portions of the annual reports must be clearly segregated and the Facing Page must be appropriately marked. For example, the Facing Page attached to the Statement of Financial Condition should not be marked “Confidential.” Further, if the Statement of Financial Condition is not bound separately or placed in a separate package, then, in accordance with Rule 17a-5(e)(3), none of the reports will be accorded confidential treatment.

Rule 17a-5(e)(3) does not require the submission of a letter requesting confidential treatment. It is not necessary to mark the mailing envelope “Confidential.”

Audit Waivers and Extensions

For the initial annual reports, broker-dealers should refer to the letter of December 16, 2005 from Thomas K. McGowan to the New York Stock Exchange, Inc. and NASD Regulation, Inc. at http://www.sec.gov/divisions/marketreg/mr-noaction/nysenasd121605.pdf.  If the circumstances described in the letter do not apply, the broker-dealer may send a request for staff no-action relief to Thomas K. McGowan, Associate Director, Division of Trading and Markets by fax at 202-772-9273.

In accordance with Rule 17a-5(m), a broker-dealer's designated examining authority may extend the period for filing annual reports.

 

http://www.sec.gov/divisions/marketreg/bdnotices.htm


Modified: 02/27/2015