📄 Series 63 Key Concepts Cheat Sheet

The Series 63 Exam — officially the Uniform Securities Agent State Law Examination — focuses on state-level regulation, business practices, and the legal framework that governs securities transactions within a state. This Key Concepts Cheat Sheet provides a streamlined reference to the most heavily tested topics so you can study smarter and retain what matters most.

⚖️ Core Focus: The Uniform Securities Act (USA)

• 📜 Model law adopted (with variations) by most U.S. states
• Regulates broker-dealers, agents, and securities at the state level
• Enforced by the State Administrator, who has broad powers over registration and enforcement

🧾 Registration Rules

Broker-Dealers

• Must register in any state where they maintain an office or have retail clients
• Not required to register if only dealing with institutional investors

Agents

• Individuals representing BDs in buy/sell transactions
• Must register in every state where they solicit clients
• Clerical staff are not considered agents

Investment Advisers & IARs

• Register at the state or federal level, depending on AUM and client type
• IARs must register in states where they have retail clients or a place of business

💼 Securities Registration

• Three methods:
  • 📃 Notification (filing) – for well-established issuers
  • 📝 Coordination – tied to federal SEC registration
  • 🛡️ Qualification – used when no SEC filing is made

🧠 Exemptions You Must Know

Exempt Securities

• U.S. government and muni securities
• Commercial paper (<270 days)
• Bank and credit union securities
• Insurance company issues (not variable contracts)

Exempt Transactions

• Private placements
• Isolated non-issuer transactions
• Transactions with institutions
• Unsolicited orders

🛑 Prohibited Practices

• ❌ Misleading or untrue statements
• ❌ Omitting material facts
• ❌ Churning, unauthorized transactions
• ❌ Failing to disclose conflicts of interest
• ❌ Front-running or improper use of discretion

🏛️ Administrator Powers

• 🛑 Issue cease and desist orders
• 🔍 Conduct investigations and subpoena witnesses
• ⛔ Deny, suspend, or revoke registrations
• 📅 Statute of limitations: 3 years from violation, 2 years from discovery

📌 Exam Tips

• Focus on who must register and when
• Understand the difference between exempt securities and exempt transactions
• Know what triggers registration in a state
• Watch for scenario-based questions where multiple rules apply
• Pay attention to fiduciary duty, disclosure, and suitability principles

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Reinforce your understanding of the legal foundation every securities agent must know.

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