FINRA Series 63 (NASAA)

Category - Series 63

Bootstraps, Inc. is a family-owned business that has experienced enormous growth in the last couple of years. The business needs more cash to support this growth and has decided to issue some promissory notes, each with a face value of $5,000, for sale to the general public. The firm plans to hire three individuals to help them sell these notes. These individuals will earn a commission based on the notes they sell. Given these facts, which of the following is true?
  1. The notes must be registered with the state, and the three individuals hired to sell the notes must be registered as agents with the state.
  2. The notes must be registered with the state, but the individuals hired to sell them are not required to be registered.
  3. Neither the notes nor the individuals selling the notes need to be registered with the state.
  4. Either the firm must register the notes with the state, or the individuals that are hired to sell the notes must be registered as agents with the state, but not both.
Explanation
Answer: A - If Bootstraps hires three individuals to sell promissory notes to the public, both the notes and the three individuals hired to sell the notes must be registered with the state. The promissory notes are securities and, therefore, are required to be registered with the state before they can be offered for sale. The three individuals are working for the issuer, Bootstraps, to sell its securities to the public. This makes them agents, according to the Uniform Securities Act, and they must be registered as agents with the state.
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