CRD Frequently Asked Questions

Branch Office Registration

 

1. What is the Form BR?

 

The Form BR is the Uniform Branch Office Registration form that enables firms to "register" or "notice file" branch offices electronically through Web CRD® with FINRA, the New York Stock Exchange, Inc. (NYSE) and other participating jurisdictions. Information about "registering" or "notice filing" branch offices using the Form BR is available at:

 

 

For general questions, call FINRA's Gateway Call Center - (301) 869-6699.

 

Originally posted 10/2005; revised 4/2014

 

 

2. Which jurisdictions participate in the Branch Office Registration and Branch Office Notice Filing Programs?

 

See the NASAA Web site at www.nasaa.org for information on which jurisdictions participate in the Branch Office Registration Program.

 

Originally posted 10/2005; revised 4/2014

 

 

3. What is the difference between “registering” a branch office and “notice filing” a branch office?

 

Regulators participating in the Branch Office Registration Program require branch offices to be either “registered” or “notice filed.” Although these terms may be used interchangeably by self-regulatory organizations (SROs) and/or jurisdictions, “registering” typically refers to a process that requires an approval by the SRO or jurisdiction before a branch may begin doing business, whereas “notice filing” typically refers to a process by which firms notify an SRO or jurisdiction of the existence of a branch office, but an approval is not required. Regulators that require “notice filing” of a branch office will mark the branch as “Open” in the Web CRD system upon receipt.

 

Originally posted 10/2005; revised 4/2014

 

 

4. Will fees for opening a branch office be deducted from my Web CRD account?

 

FINRA and jurisdiction fees for opening a branch office will be deducted from your firm’s Web CRD account. Refer to the SRO/State Fee schedule for a list of applicable SRO and state/jurisdiction fees.

 

Originally posted 10/2005; revised 4/2014

 

 

Completing the Form BR

 

5. If my firm has only a main office (and no other locations), must I register the main office as a branch office?

 

To determine whether a firm needs to register its main office via the Form BR, firms should review the uniform branch office definition in NASD Rule 3010(g)(2)[1] and Regulatory Notice 14-10 and Notices to Members 05-67 and 06-12. Firms (and their legal counsel) are responsible for determining whether a main office meets the definition of “Branch Office” and therefore must be registered/notice filed on the Form BR.

 

(a) If a firm has only a main office (and no other locations), and the firm registers the main office as a branch office, how should the firm associate the individuals located at the main office?

The Form U4 requires all individuals to report in Section 1 (General Information) the Office of Employment where the individual is physically located. If the individual is physically located at only one location (i.e., the main office), there are two options:

 

  1. If the main office qualifies as a branch office, select the branch office. (The Form BR for that branch will also indicate that the individual is associated with that branch); or
  2. If the firm determines that the individual’s activities are limited to compliance, internal audit, or other non-sales or trading activities. Select BDMAIN or IAMAIN (i.e., the non-branch location of the main office).

 

Originally posted 10/2005

 

 

6. Where is the “Types of Activities” question located and how has it changed in the 4/2014 Form BR?

 

The “Types of Activities” question has been relocated from Section 3 (Other Business/Names/ Websites) of the 10/2005 Form BR to Section 2 (Registration/Notice Filing/Type of Office/Activities), Question D of the 04/2014 Form BR. The question includes additional activity types that firms can select from for each registered branch office to (1) include Retail and Institutional (as types of Sales Activity), Public Finance, and Other; (2) add “Trading” to the existing Market Making activity; (3) add “Public Finance” as an option for firms to identify office locations that require a principal to be registered as a Series 53 (Municipal Securities Principal); and (4) combine Investment Banking and Underwriting, which are separately listed on the 10/2005 Form BR.

 

Originally posted 4/2014

 

 

7. In Section 2 (Registration/Notice Filing/Type of Office/Activities), Question E, must a firm list the “Type of Activity” that each supervisor is responsible for at that registered branch office?

 

No. The “Type of Activity” field in Question E is optional. The 04/2014 Form BR enables firms to identify the “type of activity” associated with each on-site supervisor or person-in-charge listed in Section 2 for the registered branch office to identified lines of business to better reflect their supervisory responsibilities.

 

Originally posted 04/2014

 

 

8. Must a firm designate a branch as an Office of Municipal Supervisory Jurisdiction (OMSJ) for the MSRB in Section 2 (Registration/Notice Filing/ Type of Office/Activities)?

 

No. The question is optional. Under MSRB rules, certain entities may be required to identify whether a branch office is designated as an OMSJ (as such term is defined under MSRB rules). To assist those entities that use Form BR in complying with that MSRB requirement, a firm may elect to answer this question in Section 2 (Registration/Notice Filing/Type of Office/Activities) to help track their OMSJs.

 

Originally posted 4/2014

 

 

9. What information is being sought in Section 3 (Other Business Activities/ Names/Websites)? Is this the same information that is provided on the Form U4?

 

Section 3 (Other Business Activities/Names/Websites) elicits investment-related (as such term is defined in Section 1 (General Information)) business activities conducted by an associated individual at the branch office in addition to the activities conducted at the branch office by the broker-dealer or state registered investment adviser filing or amending the form and that are identified in Section 2 (Registration/Notice Filing/ Type of Office/Activities). This question is narrower than the Other Business question on the Form U4, which includes non-investment-related activities that occur outside a firm and branch office. This section also elicits any “doing business as” names used by the associated individual at the branch office other than names disclosed on the firm’s Form BD or ADV, and any websites used at the branch office other than from the firm’s primary website.

 

Originally posted 10/2005; revised 4/2014

 

 

10. What information is being sought in Section 4 (Branch Office Arrangements)?

 

Section 4 (Branch Office Arrangements) elicits information about office sharing arrangements, except for sales agreements or insurance agency agreements between the main office and registered persons working at the branch. This information was previously reported on Schedule E of the Form BD (and through Section 4 and Section 6 of the 10/2005 Form BR). The question asks firms to disclose if the registered branch office occupies, shares space with, or jointly markets with any other investment-related entity. If the answer is “yes,” the firm must provide the name of the entity and identify the type of investment-related business in which the entity is engaged. Among other things, these questions elicit information about: (1) contractual arrangements between an independent contractor branch office and the firm's main office; (2) expense-sharing relationships between a parent company and the branch office; and (3) space sharing arrangements between a branch office and a bank or other types of investment-related entities. The CRD system automatically completes the CRD number field (if applicable) when the name of the investment-related entity is entered on the 04/2014 Form BR and vice versa. As a result, firms will not be required to seek out the CRD number, if applicable, for each investment-related entity with which a registered branch office occupies space. Firms should review any pre-populated information when filing an amendment on the 04/2014 Form BR to ensure that such information is complete and accurate prior to submitting the filing.

 

Originally posted 10/2005; revised 4/2014

 

a. What does the term “jointly markets” refer to?

Section 4 asks whether the branch office “jointly markets” with any other investment-related entity (as defined in Section 1). The Form BR does not require reporting of each insurance product manufacturer that each branch office is authorized to offer, but instead requires reporting of other investment-related businesses that operate or jointly market business services out of the same physical space as the registered branch office, or the registered branch office jointly markets the location with other investment-related entities as offering services. Section 4 also asks for the location of books and records pertaining to the branch office if they are maintained at a location other than the branch office, the main office or a supervisory Office of Supervisory Jurisdiction (OSJ) (in the case of a non-OSJ).

 

Originally posted 04/2014

 

 

11. What location must a firm report in Section 4 (Branch Office Arrangements) for the location of books and records for the registered branch office on the 4/2014 Form BR?

 

Firms must report any location where books and records for the registered branch office are kept, other than the address of the registered branch office, the main office or, if applicable, the OSJ designated to supervise the registered branch office. The firm must provide the address of such location and the name and telephone number of a contact person.

 

Originally posted 4/2014

 

 

12. Will FINRA prepopulate the 04/2014 Form BR with any information previously filed on the 10/2005 Form BR?

 

To the extent possible, FINRA will pre-populate data fields for questions that have been modified or relocated and for which firms have previously provided a response (e.g., the Other Business Activities question). Firms should review any pre-populated information when filing an amendment on Form BR to ensure that such information is complete and accurate prior to submitting the filing. Some of the information elicited on the 10/2005 Form BR will be elicited on the 04/2014 Form BR through a modified question or a question that is located in a different section. For example, both the 10/2005 Form BR and 04/2014 Form BR elicit information regarding investment-related activities conducted by an associated individual at the branch office in addition to the activities conducted by the firm at the branch office (Other Business Activities); however, the 10/2005 Form BR elicited this information in a free-text format, while the 04/2014 Form BR elicits the information through discrete data fields.

 

Originally posted 04/2014

 

13. Should a firm complete Section 5 (Associated Individuals) of the Form BR in the case of a single-person branch office or in the case of a single-person, sole proprietorship broker-dealer?

 

No, in the case of a single-person branch office, the firm will have reported that individual as the "person-in-charge" in Section 2 (Registration/Notice Filing/Type of Office/Activities). In the case of a single-person, sole proprietorship broker-dealer; the firm will have reported that individual as the "supervisor" in Section 2 (Registration/Notice Filing/Type of Office/Activities). Therefore, in these cases, the firm should not report this individual again in Section 5 (Associated Individuals) of the Form BR.

 

Originally posted 10/2005

 

 

14. Does Form BR Section 5 (Associated Individuals) require firms to list the non-registered individuals (who maintain a CRD record via the NRF, non-registered fingerprint individual, functionality) who are located at a branch office?

 

No. Report only registered individuals in Form BR Section 5. The term “associated individual” has been added to the Explanation of Terms for clarification.

 

Originally posted 10/2005; revised 4/2014

 

 

15. Section 6 (Branch Office Closing) requires the firm to report the "location of books and records." What books and records must the firm maintain in the event of a branch closing?

 

Section 6 does not mandate which books and records a firm must maintain in the event of a branch closing. It only requires that the firm report the address where the books and records of the closed branch will be kept. A firm's books and records requirements may be found in Rules 17a-3 and 17a-4 under the Securities Exchange Act of 1934.

 

Originally posted 10/2005; revised 4/2014

 

 

16. When a Section 6 (Branch Office Closing) is filed, what happens to the individuals associated with that location?

 

If the branch office being closed is the sole Office of Employment Address for an individual, the firm will need to file a Form U4 amendment to update the individual's Office of Employment Address and associate him/her with another registered Office of Employment Address location before the Form BR branch closing or withdrawal can be submitted.

 

If an individual is associated with more than one registered Office of Employment Address location, there is no need to update the individual's Office of Employment Address on the Form U4 when submitting the Form BR closing or withdrawal, because the association between the individual and the branch office will be closed when the Form BR closing/withdrawal is submitted. The individual’s record will be updated, and the end date used on the individual’s record will be the date the Form BR Closing/Withdrawal was filed.

 

Originally posted 10/2005; revised 4/2014

 

 

17. Can a firm view a Form BR filed by another firm?

 

No. The only users who are able to view the actual Form BR filing that affected the individuals’ record are users associated with the firm that submitted the Form BR filing. However, all firms will be able to see the Form BR "Form Type" listed in the individual’s filing history.

 

Originally posted 10/2005

 

 

Interaction with Form U4

 

18. What Form U4 questions support the Form BR?

 

Section 1 (General Information) and Section 6 (Registration Requests with Affiliated Firms) of the Form U4 elicit whether a person has an independent contractor relationship with the firm.

 

The Office of Employment Address in Section 1 (General Information) and Section 6 (Registration Requests with Affiliated Firms) of the Form U4 was modified to enable selection of a registered or non-registered location; to indicate whether the individual is located at or supervised from the designated location; and to enable the designation of multiple Office of Employment Addresses.

 

Originally posted 10/2005; revised 4/2014

 

 

19. All FINRA-registered individuals are required to be associated with/linked to a minimum of one registered Office of Employment Address as reported in Section 1 (General Information) of the Form U4.

 

What is a registered Office of Employment Address for purposes of the Branch Office Registration Program?

 

A registered Office of Employment Address can be:

  1. A branch office that is registered or notice filed on Web CRD (these offices will have a Branch CRD #); or
  2. The firm's main office as reported on Form BD (denoted as BDMAIN in Web CRD) or the firm's main office as reported on Form ADV (denoted as IAMAIN in Web CRD).

 

NOTE: A firm may need to register its main office as a branch office if it meets the definition of branch office set forth in NASD Rule 3010(g)(2) or the rule(s) adopted by other SROs or participating jurisdictions. See FAQ 5.

 

Originally posted 10/2005; revised 4/2014

 

 

20. Can a firm specify a Supervisor/Person-In-Charge for a branch office on a Form U4?

 

No. When a firm associates an individual with a branch office on the Form U4, the individual is considered an "Associated Person" of the branch. In order to designate that individual as a Supervisor/Person-in-Charge, the firm must file a Form BR amendment. The term “associated individual” has been added to the Explanation of Terms and the terms “person-in-charge” and “supervisor” have been clarified in the 04/2014 Form BR.

 

Originally posted 10/2005; revised 4/2014

 

 

21. If an individual is currently listed as a Supervisor/Person-In-Charge for a branch, what happens to the individual’s record when a Form BR amendment is filed to remove that individual from the role of Supervisor/Person-In-Charge for that branch?

 

When a Supervisor/ Person-In-Charge is removed on a Form BR amendment filing, that individual will remain associated with the branch in a non-Supervisor/ Person-In-Charge role. In order to completely remove this individual from being associated with the branch, the firm must file a U4 amendment to provide an end date to the individual's Office of Employment Address location. The term “associated individual” has been added to the Explanation of Terms and the terms “person-in-charge” and “supervisor” have been clarified in the 04/2014 Form BR.

 

Originally posted 10/2005; revised 4/2014

 

 

22. When filing a Form U4, I received the following completeness check: "A gap of more than one day between Office of Employment Address with the same firm is not allowed." How can this be corrected?

 

The purpose of this completeness check is to prevent the firm from submitting a Form U4 where: 1) all of the Offices of Employment Address associations are being closed and the firm has not added a new Office of Employment Address for the individual; or 2) the firm is ending the association with all Offices of Employment Address and the start date for the new Office of Employment is after the end date provided for the Office of Employment Address association that is being closed. After receiving this error, the firm must review Item 1 (General Information) on the Form U4 to make sure the individual has at least one Office of Employment Address association that does not have an end date provided, and make sure the individual is not associated with an Office of Employment Address for more than one day.

 

Originally posted 10/2005

 

 

23. When a firm files a Form BR amendment to update the address of the branch office, should the firm file U4 amendments for all of the individuals associated with that location?

 

No. Firms do not need to file U4 amendments for the individuals associated with that location to reflect the branch address change. The Form BR information is linked to the Form U4 so the address change made on the Form BR will also update the records of the individuals associated with that branch office.

 

Originally posted 10/2005

 

 

24. If a firm opens a new branch and adds a new registered person who will be a supervisor or person-in-charge of the new branch, which should the firm file first – the Form BR or Form U4?

 

Firms should follow a 3-step process: (1) File an Initial Form U4 to register the individual, and assign the individual to the firm’s main office (i.e., BDMAIN or IAMAIN) as a “placeholder” Office of Employment Address; (2) File the Initial Form BR to register the location as a branch and select the individual to be a Supervisor/Person-In-Charge of the branch (the Form BR filing will automatically create an Office of Employment Address for the branch on the Individual’s record); and (3) File an amended Form U4 to close out the assignment to the main office.

 

Originally posted 10/2005

 

 


[1] The SEC approved new consolidated FINRA supervision rules. The new supervision rules become effective on December 1, 2014 (except with respect to Incorporated NYSE Rules 343, 343.10 and NYSE Rule Interpretation 343(a)/01, which will be deleted from the Transitional Rulebook effective April 7, 2014 to correspond to the effective date of the 04/2014 Form BR). See Securities Exchange Act Release No. 71179 (December 23, 2013); 78 FR 79542 (December 30, 2013) (Order Granting Approval of a Proposed Rule Change to Adopt Rules Regarding Supervision in the Consolidated FINRA Rulebook, as Modified by Amendment No. 1) (File No. SR-FINRA-2013-025).