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Form BR

Firms must register each branch office with FINRA, the New York Stock Exchange (NYSE) and states that require branch registration. This is accomplished with Form BR, the Uniform Branch Office Registration Form.

Every firm must have at least one branch office location registered. Every registered branch must have a Supervisor or Person-in-Charge that is registered with the firm.

Firms can visit the NASAA website for information on which jurisdictions participate in the Branch Office Registration Program.

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How to File


You can electronically file Form BR via the Central Registration Depository (CRD) with a single filing, which covers all the necessary registrations. The form also allows you to amend, close or terminate a registration or withdraw a filing with the appropriate jurisdictions and SROs.

Applicant firms must first file an Initial Form U4 to register the individual who will be designated as a Supervisor or Person-in-Charge on Form BR and assign the individual to the firm's main office (i.e., BDMAIN or IAMAIN) as a "placeholder" Office of Employment Address.

Only after that individual has been registered should an Applicant firm file its initial Form BR to register the location as a branch and select that individual to be a Supervisor/Person-In-Charge. The Form BR filing will automatically create an Office of Employment Address for the branch on the Individual's record, but the firm should then file an amended Form U4 to close out the assignment to the main office.


"Registering" vs."Notice Filing"


Form BR enables firms to register a branch office either by "registering" or "notice filing." Although SROs and jurisdictions may use these terms interchangeably, registering typically refers to a process that requires an approval by FINRA, other SRO or a jurisdiction before a branch office may begin doing business. A notice filing simply notifies an SRO or jurisdiction of the existence of a branch office for which approval is not required.


FINRA OSJ or Non-OSJ Branch Offices


Firms must indicate on Form BR whether a branch office is a FINRA Office of Supervisory Jurisdiction (OSJ) or a non-OSJ branch. The number of OSJ branches a firm must maintain depends on the nature and scope of the firm's business conducted at the branch office.

An OSJ branch must have at least one on-site supervisor who is a qualified and registered principal with the firm. The main office of each firm is always considered an OSJ and has supervisory jurisdiction and responsibility over all the firm's non-OSJ branch offices.


Filing a CMA When Adding a Branch Office


Adding a branch office may be considered a material change and require the filing of a Continuing Membership Application (CMA). Whether the addition would be considered material depends on how many offices the firm currently has, how many the firm has added in the past year and whether the firm is subject to a restriction. A material change also can result from the specific facts and circumstances involved with adding a branch office.

Your firm may be able to take advantage of the safe harbor for business expansion (see IM-1011-1), allowing you to open branch offices without filing a CMA. Under the safe harbor, some expansions are not considered material and do not require FINRA approval. Learn more about the safe harbor.


Form BR FAQs


Q1. 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?
A1. Section 3 elicits investment-related 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. The activities in Section 3 are in addition to the activities identified in Section 2 (Registration/Notice Filing/ Type of Office/Activities). This question is narrower than the Other Business question on 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.

Q2. What information is being sought in Section 4 (Branch Office Arrangements)?
A2. Section 4 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. 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.
     

Q3. Should a firm complete Section 5 (Associated Individuals) in the case of a single-person branch office or sole proprietorship?
A3. No, in either case the firm will have reported that individual as the "person-in-charge" or "supervisor" in Section 2 (Registration/Notice Filing/Type of Office/Activities).

Q4. Does Form BR Section 5 (Associated Individuals) require firms to list non-registered individuals located at a branch office?
A4. No. Report only registered individuals in Form BR Section 5.

Q5. When a firm updates the address of the branch office, should the firm file U4 amendments for all of the individuals associated with that location?
A5. 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.