Explanation of Terms for Uniform Registration Forms

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Form U4 Explanation of Terms

The following definitions apply to terms that are italicized in Form U4:

Affiliated
Means under common ownership or control.
Affiliated Firm
Means a broker-dealer under common ownership or control with the filing firm.
Applicant
Means the individual for whom the Form U4 is being filed. The term applicant may be used interchangeably with the term "individual." The instructions also refer to the individual applicant as "you" in various places because individuals independently may complete all or portions of the Form U4 before it is filed by a firm on the individual's behalf. For purposes of Form U4, an applicant is not a firm.
Appropriate Signatory
Means the individual the firm authorizes to execute the applicant's Form U4 on the filing firm's behalf. The appropriate signatory must meet the criteria established, if any, by the appropriate SRO or jurisdiction.
Charged
Means being accused of a crime in a formal complaint, information, or indictment (or equivalent formal charge).
Control
Means the power to direct or cause the direction of the management or policies of a company, whether through ownership of securities, by contract, or otherwise. Any individual or firm that is a director, partner, or officer exercising executive responsibility (or having similar status or functions) or that directly or indirectly has the right to vote 25 percent or more of the voting securities or is entitled to 25 percent or more of the profits is presumed to control that company.
Designated Entity
Means the entity designated as the filing depository by the U.S. Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940.
Enjoined
Includes being subject to a mandatory injunction, prohibitory injunction, preliminary injunction or a temporary restraining order.
Federal Banking Agency
Shall include any Federal banking agency as defined in Section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813(q)).
Felony
For jurisdictions that do not differentiate between a felony or misdemeanor, is an offense punishable by a sentence of at least one year imprisonment and/or a fine of at least $1,000. The term also includes a general court martial.
Filing Firm
Means the firm named in Section 1 (GENERAL INFORMATION) on the Form U4.
Final Order
For purposes of Question 14D(2), means a written directive or declaratory statement issued by an appropriate federal or state agency (as identified in Question 14D(2)) pursuant to applicable statutory authority and procedures, that constitutes a final disposition or action by that federal or state agency.
Firm
Means a broker-dealer, investment adviser, or issuer, as appropriate.
Firm CRD Number
Is a unique number assigned to each firm listed in the CRD or IARD system.
Foreign Financial Regulatory Authority
Includes a foreign securities authority; any other governmental body or foreign equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its laws relating to the regulation of investment-related activities; or a membership organization, a function of which is to regulate the participation of its members in investment-related activities listed above.
Found
Includes adverse final actions, including consent decrees in which the respondent has neither admitted nor denied the findings, but does not include agreements, deficiency letters, examination reports, memoranda of understanding, cautionary actions, letters of caution, admonishments, and similar informal resolutions of matters.
Individual CRD Number
Is a unique number assigned to each individual listed in the CRD or IARD system.
Investigation
Includes: (a) grand jury investigations; (b) U.S. Securities and Exchange Commission investigations after the "Wells" notice has been given; (c) FINRA. investigations after the "Wells" notice has been given or after a person associated with a member, as defined by The FINRA By-Laws, has been advised by the staff that it intends to recommend formal disciplinary action; (d) NYSE Regulation investigations after the “Wells” notice has been given or after a person over whom NYSE Regulation has jurisdiction, as defined in the applicable rules, has been advised by NYSE Regulation that it intends to recommend formal disciplinary action; (e) formal investigations by other SROs; or (f) actions or procedures designated as investigations by jurisdictions. The term investigation does not include subpoenas, preliminary or routine regulatory inquiries or requests for information, deficiency letters, “blue sheet” requests or other trading questionnaires, or examinations.
Investment-Related
Pertains to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with a broker-dealer, issuer, investment company, investment adviser, futures sponsor, bank, or savings association).
Involved
Means doing an act or aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act.
Jurisdiction
Means a state, District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands or any subdivision or regulatory body thereof.
Minor Rule Violation
Is a violation of a self-regulatory organization rule that has been designated as “minor” pursuant to a plan approved by the U.S. Securities and Exchange Commission. A rule violation may be designated as “minor” under a plan if the sanction imposed consists of a fine of $2,500.00 or less, and if the sanctioned person does not contest the fine. Check with the appropriate self-regulatory organization to determine if a particular rule violation has been designated as “minor” for these purposes.
Misdemeanor
For jurisdictions that do not differentiate between a felony or misdemeanor, is an offense punishable by a sentence of less than one year imprisonment and/or a fine of less than $1,000. The term also includes a special court martial.
Order
A written directive issued pursuant to statutory authority and procedures, including orders of denial, suspension, or revocation; does not include special stipulations, undertakings or agreements relating to payments, limitations on activity or other restrictions unless they are included in an order.
Proceeding
A formal administrative or civil action initiated by a governmental agency, self-regulatory organization or a foreign financial regulatory authority; a felony criminal indictment or information (or equivalent formal charge), or a misdemeanor criminal information (or equivalent formal charge), but does not include an arrest or similar charge effected in the absence of a formal criminal indictment or information (or equivalent formal charge). NOTE: Investment-related civil litigation, other than that specified above, is reportable under Question 14H on Form U4. An investigation is reportable under Question 14G on Form U4.
Resign or Resigned
Relates to separation from employment with any employer, is not restricted to investment-related employment, and includes any termination in which the allegations are a proximate cause of the separation, even if you initiated the separation.
Sales Practice Violations
Shall include any conduct directed at or involving a customer which would constitute a violation of: any rules for which a person could be disciplined by any self-regulatory organization; any provision of the Securities Exchange Act of 1934; or any state statute prohibiting fraudulent conduct in connection with the offer, sale or purchase of a security or in connection with the rendering of investment advice.
Self-Regulatory Organization or SRO
Any national securities or commodities exchange, any national securities association (e.g., FINRA), or any registered clearing agency

Form U5 Explanation of Terms

The following definitions apply to terms that are italicized in Form U5:

Affiliated
Means under common ownership or control.
Appropriate Signatory
Means the individual the firm authorizes to execute the applicant's Form U5 on the filing firm's behalf. The appropriate signatory must meet the criteria established, if any, by the appropriate SRO or jurisdiction.
Charged
Means being accused of a crime in a formal complaint, information, or indictment (or equivalent formal charge).
Date Terminated
Means the date that the firm terminated the individual's association with the firm in a capacity for which registration is required.
Disciplinary Action
Includes a formal action such as denial, revocation or suspension of a registration, or a censure, fine, cease and desist order, order of prohibition, temporary restraining order, injunction, bar or expulsion, but does not include a minor rule violation, deficiency letter, examination report, memorandum of understanding, letter of caution, admonishment, and similar informal resolutions of matters.
Federal Banking Agency
Shall include any Federal banking agency as defined in Section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813(q)).
Felony
For jurisdictions that do not differentiate between a felony or misdemeanor, is an offense punishable by a sentence of at least one year imprisonment and/or a fine of at least $1,000. The term also includes a general court martial.
Filing Firm
Means the firm named in Section 1 (GENERAL INFORMATION) on the Form U5.
Firm
Means a broker-dealer, investment adviser, or issuer, as appropriate.
Firm CRD Number
Is a unique number assigned to each firm listed in the CRD or IARD system.
Foreign Financial Regulatory Authority
Includes a foreign securities authority; any other governmental body or foreign equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its laws relating to the regulation of investment-related activities; or a membership organization, a function of which is to regulate the participation of its members in investment-related activities listed above.
Found
Includes adverse final actions, including consent decrees in which the respondent has neither admitted nor denied the findings, but does not include agreements, deficiency letters, examination reports, memoranda of understanding, cautionary actions, letters of caution, admonishments, and similar informal resolutions of matters.
Full Termination
Means the termination of registration with all self-regulatory organizations and all jurisdictions.
Individual CRD Number
Is a unique number assigned to each individual listed in the CRD or IARD system.
Investigation
Includes: (a) grand jury investigations; (b) U.S. Securities and Exchange Commission investigations after the "Wells" notice has been given; (c) FINRA. investigations after the "Wells" notice has been given or after a person associated with a member, as defined by The FINRA By-Laws, has been advised by the staff that it intends to recommend formal disciplinary action; (d) NYSE Regulation investigations after the “Wells” notice has been given or after a person over whom NYSE Regulation has jurisdiction, as defined in the applicable rules, has been advised by NYSE Regulation that it intends to recommend formal disciplinary action; (e) formal investigations by other SROs; or (f) actions or procedures designated as investigations by jurisdictions. The term investigation does not include subpoenas, preliminary or routine regulatory inquiries or requests for information, deficiency letters, “blue sheet” requests or other trading questionnaires, or examinations.
Investment-Related
Pertains to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with a broker-dealer, issuer, investment company, investment adviser, futures sponsor, bank, or savings association).
Involved
Means doing an act or aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act.
Jurisdiction
Means a state, District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands or any subdivision or regulatory body thereof.
Minor Rule Violation
Is a violation of a self-regulatory organization rule which has been designated as "minor" pursuant to a plan approved by the U.S. Securities and Exchange Commission. A rule violation may be designated as "minor" under a plan if the sanction imposed consists of a fine of $2,500.00 or less, and if the sanctioned person does not contest the fine. Check with the appropriate self-regulatory organization to determine if a particular rule violation has been designated as "minor" for these purposes.
Misdemeanor
For jurisdictions that do not differentiate between a felony or misdemeanor, is an offense punishable by a sentence of less than one year imprisonment and/or a fine of less than $1,000. The term also includes a special court martial.
Multiple Termination
Applies when an individual is to be terminated with more than one firm under common ownership or control. To effect a multiple termination, list the primary firm in Section 1 (GENERAL INFORMATION) and list all other affiliates with which the individual is registered in Section 6 (AFFILIATED FIRM TERMINATIONS). Multiple termination is available only to those firms who have reported such common ownership under Form BD Item 10 and Schedule D.
Partial Termination
Means the termination of registration or registration category with one or more, but not all, SROs and jurisdictions.
Proceeding
Includes a formal administrative or civil action initiated by a governmental agency, selfregulatory organization or a foreign financial regulatory authority; a felony criminal indictment or information (or equivalent formal charge), or a misdemeanor criminal information (or equivalent formal charge), but does not include an arrest or similar charge effected in the absence of a formal criminal indictment or information (or equivalent formal charge).
Resign or Resigned
Relates to separation from employment with any employer, is not restricted to investment-related employment, and includes any termination in which the allegations are a proximate cause of the separation, even if the individual initiated the separation.
Sales Practice Violations
Shall include any conduct directed at or involving a customer which would constitute a violation of: any rules for which a person could be disciplined by any self-regulatory organization; any provision of the Securities Exchange Act of 1934; or any state statute prohibiting fraudulent conduct in connection with the offer, sale or purchase of a security or in connection with the rendering of investment advice.
Self-Regulatory Organization or SRO
Any national securities or commodities exchange, any national securities association (e.g., FINRA), or any registered clearing agency.

Forms BD and BDW Explanation of Terms

The following is a summary of explained terms used in Forms BD and BDW. These terms are italicized in those forms.

Applicant
For the purpose of filing a Form BD, the broker-dealer applying on or amending this form.
Charged
For the purpose of Item 11 and corresponding disclosure reporting pages on Form BD, the term charged means being accused of a crime in a formal complaint, information, or indictment (or equivalent formal charge).
Control
For the purpose of the Form BD, control is the power, directly or indirectly, to direct the management or policies of a company, whether through ownership of securities, by contract, or otherwise. Any person that (i) is a director, general partner or officer exercising executive responsibility (or having similar status or functions); (ii) directly or indirectly has the right to vote 25% or more of a class of a voting security or has the power to sell or direct the sale of 25% or more of a class of voting securities; or (iii) in the case of a partnership, has the right to receive upon dissolution, or has contributed, 25% or more of the capital, is presumed to control that company. (This definition is used solely for the purpose of Form BD.)
Control Affiliate
For the purpose of Item 11 and corresponding disclosure reporting pages on Form BD, a person named in Items 1A, 9 or in Schedules A, B or C as a control person or any other individual or organization that directly or indirectly controls, is under common control with, or is controlled by, the applicant, including any current employee except one performing only clerical, administrative, support or similar functions, or who, regardless of title, performs no executive duties or has no senior policy making authority.
Enjoined
For the purpose of Item 11 and corresponding disclosure reporting pages on Form BD, enjoined includes being subject to a mandatory injunction, prohibitory injunction, preliminary injunction, or a temporary restraining order.
Felony
For the purpose of Item 11 and corresponding disclosure reporting pages on the Form BD, for jurisdictions that do not differentiate between a felony or misdemeanor, is an offense punishable by a sentence of at least one year imprisonment and/or a fine of at least $1,000. The term also includes a general court martial.
Foreign Financial Regulatory Authority
For the purpose of Item 11 and corresponding disclosure reporting pages on Form BD, includes a foreign securities authority; any other governmental body or foreign equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its laws relating to the regulation of investment-related activities; or a membership organization, a function of which is to regulate the participation of its members in investment-related activities listed above.
Found
For the purpose of Item 11 and corresponding disclosure reporting pages on Form BD, includes adverse final actions, including consent decrees in which the respondent has neither admitted nor denied the findings, but does not include agreements, deficiency letters, examination reports, memoranda of understanding, letters of caution, admonishments, and similar informal resolutions of matters. Investigation For the purpose of Form BDW, the term investigation includes: (a) grand jury investigations; (b) U.S. Securities and Exchange Commission investigations after the "Wells" notice has been given; (c) FINRA investigations after the "Wells" notice has been given or after a person associated with a member, as defined by The FINRA By-Laws, has been advised by the staff that it intends to recommend formal disciplinary action; (d) formal investigations by other SROs; or (e) actions or procedures designated as investigations by jurisdictions. The term investigation does not include subpoenas, preliminary or routine regulatory inquiries or requests for information, deficiency letters, "blue sheet" requests or other trading questionnaires, or examinations.
Investment-Related
For the purpose of Item 11 and corresponding disclosure reporting pages on Form BD, pertaining to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with a broker-dealer, issuer, investment company, investment adviser, futures sponsor, bank, or savings association). For the purpose of the Form BDW, the term investment-related pertains to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with a broker-dealer, municipal securities dealer, government securities broker or dealer, issuer, investment company, investment adviser, futures sponsor, bank, or savings association).
Involved
For the purpose of Item 11 and corresponding disclosure reporting pages on Form BD, doing an act or aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act.
Jurisdiction
For the purpose of Form BD, a state, District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands or any subdivision or regulatory body thereof. For the purpose of Form BDW, the term jurisdiction means a state, the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands or any subdivision or regulatory body thereof.
Minor Rule Violation
For the purpose of Item 11 and corresponding disclosure reporting pages on Form BD, a violation of a self-regulatory organization rule which has been designated as "minor" pursuant to a plan approved by the U.S. Securities and Exchange Commission. A rule violation may be designated as "minor" under a plan if the sanction imposed consists of a fine of $2,500.00 or less, and if the sanctioned person does not contest the fine. (Check with the appropriate self-regulatory organization to determine if a particular rule violation has been designated as "minor" for these purposes).
Misdemeanor
For the purpose of Item 11 and corresponding disclosure reporting pages on Form BD, for jurisdictions that do not differentiate between a felony or misdemeanor, is an offense punishable by a sentence of less than one year imprisonment and/or a fine of less than $1,000. The term also includes a special court martial.
Order
For the purposes of Item 11 and corresponding disclosure reporting pages on Form BD, a written directive issued pursuant to statutory authority and procedures, including orders of denial, suspension, or revocation; does not include special stipulations, undertakings or agreements relating to payments, limitations on activity or other restrictions unless they are included in an order.
Person
For the purpose of Form BD, an individual, partnership, corporation, trust, or other organization.
Proceeding
For the purpose of Item 11 and corresponding disclosure reporting pages on Form BD, includes a formal administrative or civil action initiated by a governmental agency, selfregulatory organization or a foreign financial regulatory authority; a felony criminal indictment or information (or equivalent formal charge), or a misdemeanor criminal information (or equivalent formal charge), but does not include an arrest or similar charge effected in the absence of a formal criminal indictment or information (or equivalent formal charge).
Self-Regulatory Organization or SRO
For the purpose of Form BD, any national securities or commodities exchange or registered securities association, or registered clearing agency.
Successor
For the purpose of Form BD, an unregistered entity that assumes or acquires substantially all of the assets and liabilities, and that continues the business of, a registered predecessor broker-dealer, who ceases its broker-dealer activities. [See Securities Exchange Act release No. 31661 (December 28, 1992), 58 FR 7 (January 4, 1993)]

Form BR Explanation of Terms

The following is a summary of explained terms used in the Form BR. These terms are italicized in the form.

Applicant
The Broker-Dealer or state registered Investment Adviser filing or amending this form.
Appropriate Signatory
The individual the applicant authorizes to execute the applicant’s Form BR on the applicant’s behalf. The appropriate signatory must meet the criteria established, if any, by the appropriate self-regulatory organization and/or jurisdiction.
Associated Individual
For purposes of Form BR, a natural person who is registered with the applicant.
Closing
An applicant’s request to terminate a branch office registration or notice filing when an applicant intends to cease, or has ceased, operations at a branch office.
Investment-Related
Pertains to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with a Broker-Dealer, issuer, investment company, Investment Adviser, futures sponsor, bank, or savings association).
Jurisdiction
A state, the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, or any subdivision or regulatory body thereof.
Office Of Supervisory Jurisdiction (OSJ)
A location as defined by FINRA Rules.
Person
An individual, partnership, corporation, trust, or other organization.
Person-In-Charge
A natural person, associated with the applicant and appropriately registered, who is physically located at a non-OSJ branch office and who has been designated by the applicant to manage the activities of the individuals working at the branch office. The Person-in-Charge is not required to be registered in a principal capacity with the applicant.
Self-Regulatory Organization (SRO)
Any national securities or commodities exchange or registered securities association, or registered clearing agency.
Supervisor
A natural person, associated with the applicant and appropriately registered in a principal capacity with an SRO, who is physically located at an OSJ branch office.
Withdrawal
An applicant’s request to withdraw an initial Form BR filing prior to approval of the branch office identified in that filing. Withdrawal applies only for jurisdictions/SROs that register branch offices.