An issuer whose securities registration became effective six months ago wants to continue offering additional shares beyond the amount and timeframe originally registered. Under post-registration requirements, what must the issuer generally do?

File to amend or renew the registration to cover the additional securities and/or extended offering period, as the original registration covers only what was specified.

A broker-dealer terminates the employment of one of its agents for cause after discovering unauthorized trading in client accounts. Under post-registration requirements of the Uniform Securities Act, what is the broker-dealer's obligation regarding this termination?

The firm must promptly notify the Administrator of the termination and the reasons for it.

A state-registered investment adviser's fiscal year ends on December 31. Under the Uniform Securities Act, the adviser's annual updating amendment to Form ADV is due:

March 31, within 90 days of fiscal year end

Under post-registration requirements, an Administrator's authority to require and review a registrant's financial statements and records is best described as:

Ongoing — the Administrator may require reports and inspect records periodically or as needed throughout the period of registration, not just at initial application.

Series 63 Post-Registration Requirements Practice Questions

Question 1
An issuer whose securities registration became effective six months ago wants to continue offering additional shares beyond the amount and timeframe originally registered. Under post-registration requirements, what must the issuer generally do?
- A. Nothing, because a securities registration continues to cover additional shares and later offering periods without an amendment or renewal filing.
- B. Simply notify existing shareholders informally of the additional offering and update the offering materials, without amending or renewing the registration or notifying the Administrator.
- C. File to amend or renew the registration to cover the additional securities and/or extended offering period, as the original registration covers only what was specified.
- D. Wait two years from the effective date before offering additional shares, then file a new registration statement covering the additional securities.
Show answer and explanation
Correct answer: C. File to amend or renew the registration to cover the additional securities and/or extended offering period, as the original registration covers only what was specified.
Securities registrations are scoped to the amount and offering period specified in the original filing. Continuing to offer additional shares or extending beyond the registered period requires an amendment or renewal filing to cover the expanded scope.
- A. Wrong -- registration covers a specific amount and offering period; it does not automatically extend to additional shares or later periods.
- B. Informally notifying shareholders and updating materials doesn't satisfy the regulatory requirement to amend or renew the registration itself; skipping the Administrator compounds the problem.
- C. Correct. The issuer generally must file to amend or renew the registration to cover the additional securities and/or extended offering period, since the original registration covers only what was specified.
- D. There is no fixed two-year waiting period before further issuance; the issuer can amend or renew the registration as needed.
Question 2
A broker-dealer terminates the employment of one of its agents for cause after discovering unauthorized trading in client accounts. Under post-registration requirements of the Uniform Securities Act, what is the broker-dealer's obligation regarding this termination?
- A. No notification is required unless the agent requests a reference letter.
- B. The firm must wait 6 months before notifying the Administrator, to allow for internal appeals.
- C. The firm must promptly notify the Administrator of the termination and the reasons for it.
- D. The firm need only update its own internal personnel file; regulatory notification is optional.
Show answer and explanation
Correct answer: C. The firm must promptly notify the Administrator of the termination and the reasons for it.
Broker-dealers (and investment advisers) must promptly notify the Administrator when an agent's or representative's association terminates, including the reasons, so the individual's registration record and the state's investor-protection function stay current.
- A. Notification isn't conditioned on the agent requesting a reference; the firm has an independent, unconditional duty to notify regardless of the agent's requests.
- B. There's no 6-month waiting period for internal appeals; notification of termination must be prompt, not delayed for internal process reasons.
- C. Correct. The broker-dealer must promptly notify the Administrator of the termination and the reasons for it, particularly important here given the for-cause termination involving unauthorized trading.
- D. Regulatory notification isn't optional; updating an internal personnel file doesn't satisfy the firm's obligation to inform the Administrator.
Question 3
A state-registered investment adviser's fiscal year ends on December 31. Under the Uniform Securities Act, the adviser's annual updating amendment to Form ADV is due:
- A. December 31, the last day of the fiscal year
- B. January 31
- C. March 31, within 90 days of fiscal year end
- D. June 30
Show answer and explanation
Correct answer: C. March 31, within 90 days of fiscal year end
The annual updating amendment to Form ADV must be filed within 90 days of the end of the adviser's fiscal year. For a calendar-year adviser, that deadline lands on approximately March 31. This is a continuing, post-registration disclosure obligation independent of any material changes triggering a prompt amendment.
- A. The last day of the fiscal year is when the reporting period ends, not the deadline for filing the update; the Act allows a window afterward to prepare and file it.
- B. January 31 would only be 31 days after year-end, well short of the 90-day window the Act actually provides.
- C. Correct. The annual updating amendment is due within 90 days of the end of the adviser's fiscal year, which for a December 31 fiscal year end means March 31.
- D. June 30 is roughly 180 days after fiscal year end, double the actual 90-day requirement.
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Question 4
Under post-registration requirements, an Administrator's authority to require and review a registrant's financial statements and records is best described as:
- A. Ongoing — the Administrator may require reports and inspect records periodically or as needed throughout the period of registration, not just at initial application.
- B. Limited strictly to the 30-day window immediately following initial registration.
- C. Nonexistent once the registrant has been approved, absent a formal enforcement proceeding already underway.
- D. Limited to written requests approved in advance by a court.
Show answer and explanation
Correct answer: A. Ongoing — the Administrator may require reports and inspect records periodically or as needed throughout the period of registration, not just at initial application.
Post-registration authority includes the ongoing ability of the Administrator to require periodic reports and inspect the books and records of registrants for as long as they remain registered, not merely during the initial application window.
- A. Correct. The Administrator's authority to require reports and inspect a registrant's records is ongoing throughout the registration period, not limited to the point of initial application.
- B. There is no 30-day limitation confining this authority to right after initial registration; it continues for as long as the registrant remains registered.
- C. The authority doesn't vanish once a registrant is approved; it persists as an ongoing post-registration power, independent of whether a formal enforcement proceeding is underway.
- D. No prior court approval is needed for the Administrator to request records or reports; this is a direct administrative power under the Act.

Series 63 Post-Registration Requirements Practice Questions

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