New Hampshire Securities License Requirements: A Complete Guide

New Hampshire requires firms and individuals involved in securities activities to register with the state's Bureau of Securities Regulation (BSR) under the New Hampshire Uniform Securities Act. This applies to broker-dealers, agents, investment advisers, and investment adviser representatives. Registration is primarily handled through FINRA's Central Registration Depository (CRD) and the Investment Adviser Registration Depository (IARD) systems. The process includes submitting application forms, meeting examination requirements, and adhering to ongoing compliance rules.

Quick Answer: NH Securities Licensing Essentials

The New Hampshire Bureau of Securities Regulation (BSR) oversees securities licensing in the state. It operates under the New Hampshire Uniform Securities Act, which was significantly updated in 2015 to align with the Uniform Securities Act of 2002 framework.

Four types of individuals and firms generally must register or file with the BSR before conducting business in New Hampshire:

• Broker-dealers: Firms that execute securities transactions.
• Agents: Individuals representing broker-dealers or issuers.
• Investment advisers: Firms or individuals providing investment advice for compensation.
• Investment adviser representatives (IARs): Individuals acting on behalf of investment advisers.

Registration is processed through FINRA's Central Registration Depository (CRD) for broker-dealers and agents. Investment advisers and IARs use the Investment Adviser Registration Depository (IARD). The BSR receives these filings electronically through these systems, not via a separate state portal.

The BSR's authority to require registration, conduct examinations, and take enforcement actions comes directly from the New Hampshire Uniform Securities Act.

Who Needs a Securities License in New Hampshire?

Broker-Dealers and Agents

A broker-dealer is typically defined as any person in the business of effecting securities transactions for others or for their own account. This definition generally excludes agents, issuers, banks, and certain other entities.

An agent is an individual, other than a broker-dealer, who represents a broker-dealer or issuer when buying or selling securities. Partners, officers, and directors of a broker-dealer are not considered agents simply due to their title unless they also effect transactions.

New Hampshire state law establishes the registration requirements for broker-dealers and agents. Consult the BSR for specific definitions and requirements.

Investment Advisers and IARs

An investment adviser is generally defined as a person who, for compensation, advises others about securities, issues securities analyses, or manages securities portfolios. Common exclusions include broker-dealers whose advice is incidental to their business, lawyers and accountants whose advice is incidental to their profession, and publishers of bona fide general-circulation publications.

An investment adviser representative (IAR) is an individual employed by or associated with an investment adviser. This includes individuals who make securities recommendations, manage client accounts, decide what advice to give, solicit clients, or supervise employees performing these tasks.

New Hampshire state law establishes the registration requirements for investment advisers and IARs. Consult the BSR for specific definitions and requirements.

Federal Covered Investment Advisers

Investment advisers registered with the SEC, typically those managing $110 million or more in assets, are federal covered investment advisers. They are not subject to state registration. However, they must submit a notice filing to the BSR and pay the applicable state fee before doing business in New Hampshire. This notice filing is made through IARD using Form ADV.

Key Exemptions

New Hampshire law offers exemptions from securities registration for certain transactions and securities. Potential exemptions from broker-dealer and investment adviser registration include:

• De minimis exemption for investment advisers: An investment adviser with no place of business in New Hampshire and fewer than six New Hampshire resident clients in the past 12 months may be exempt from state registration.
• Institutional investor transactions: Transactions with institutional investors, such as banks, insurance companies, and registered investment companies, may qualify for exemptions.
• Isolated non-issuer transactions: Certain isolated transactions not involving a public offering may be exempt.

Consult the New Hampshire Bureau of Securities Regulation to confirm if a specific exemption applies to your situation before relying on it.

New Hampshire Broker-Dealer and Agent Registration Requirements

Application Process

Broker-dealers apply through FINRA's CRD system using Form BD. Agents apply using Form U4, also submitted via CRD. The BSR receives these filings electronically; there is no separate state paper application.

The BSR reviews the filing and may request additional information. Registration becomes effective upon BSR approval or, if the BSR takes no action, within the period defined by state regulations.

Examination Requirements

Agents generally must pass qualifying examinations before registering. Standard requirements include:

The BSR may waive examination requirements based on prior experience, designations like CFA or CFP, or other qualifying credentials. Consult the BSR directly for current waiver criteria, as these are decided case-by-case.

Fees

Specific current fee amounts are not provided in the source material. Consult the New Hampshire Bureau of Securities Regulation fee schedule at sos.nh.gov/securities or contact the BSR directly. Fees are paid through the CRD system when filing.

Net Capital Requirements

Specific net capital figures for NH-registered broker-dealers are not provided. The BSR applies net capital standards under state administrative rules. Consult the BSR or review those rules directly for current figures. Broker-dealers registered with FINRA are also subject to SEC Rule 15c3-1 net capital requirements, which the BSR may incorporate by reference.

Surety Bond Requirements

Whether surety bonds are required and in what amounts is governed by New Hampshire administrative rules. The provided source material does not confirm specific bond amounts. Consult the BSR for current requirements.

Background Checks and Disclosure

Form U4 requires full disclosure of criminal history, regulatory actions, civil judicial actions, customer complaints, terminations, and financial disclosures. The BSR reviews this information as part of the registration process under state law. Material changes must be reported promptly via Form U4 amendments.

Investment Adviser and IAR Registration in New Hampshire

Application Process

Investment advisers register through the IARD system using Form ADV (Parts 1 and 2). IARs register using Form U4, also submitted via IARD. Federal covered advisers submit a notice filing through IARD instead of a full registration.

New Hampshire state law governs the registration procedure for investment advisers and IARs.

Examination Requirements

IARs generally must meet examination requirements before registering:

The BSR may waive examination requirements for holders of certain professional designations, including CFA, CFP, CPA, ChFC, and others recognized by NASAA. Consult the BSR for the current list of qualifying designations.

Fees

Specific current fee amounts for investment adviser and IAR registration are not provided. Consult the New Hampshire Bureau of Securities Regulation fee schedule at sos.nh.gov/securities. Fees are paid through IARD.

Net Worth Requirements

Specific net worth thresholds for NH-registered investment advisers are not provided. Requirements differ based on whether the adviser has custody of client funds or exercises discretionary authority. Consult New Hampshire administrative rules and the BSR directly for current figures.

Custody Requirements

Investment advisers with custody of client assets face stricter requirements under New Hampshire state law. These include maintaining client assets with a qualified custodian, providing account statements, and potentially undergoing surprise audits. Advisers should carefully review the BSR's custody rules before accepting custody arrangements.

Disclosure Obligations

Form ADV Part 2 (the "brochure") must be delivered to clients and filed with IARD. It must be updated annually and whenever material changes occur. The BSR may also require additional state-specific disclosures under New Hampshire administrative rules.

Notice Filing for Federal Covered Advisers

Federal covered investment advisers must file Form ADV through IARD and pay the NH notice filing fee before providing advisory services to New Hampshire clients. The notice filing must be renewed annually. Fee amounts vary; consult the BSR fee schedule.

Maintaining Your New Hampshire Securities License

Annual Renewal

All registrations, including those for broker-dealers, agents, investment advisers, and IARs, expire on December 31 each year. Renewal is processed through CRD (for broker-dealers and agents) or IARD (for investment advisers and IARs) during the annual renewal period, which typically starts in November. Renewal fees are paid through the respective system.

Failing to renew by the deadline causes the registration to lapse. Reinstatement may require a new application. Post-registration requirements are governed by New Hampshire state law.

Continuing Education

Agents must comply with FINRA's Continuing Education Program, which includes:

• Regulatory Element: Computer-based training required within 120 days of the second anniversary of initial registration and every three years thereafter.
• Firm Element: Annual training developed and delivered by the broker-dealer.

IARs must follow NASAA's IAR Continuing Education requirements, effective since 2022. IARs must complete 12 credits annually: six credits in Products and Practice and six credits in Ethics and Professional Responsibility. New Hampshire has adopted these requirements. Consult the BSR or NASAA.org for the current list of approved CE providers and courses.

Record-Keeping Obligations

Broker-dealers must maintain books and records as required by New Hampshire administrative rules and consistent with SEC Rules 17a-3 and 17a-4. Investment advisers must maintain records consistent with SEC Rule 204-2, as adopted or referenced by the BSR. Records must generally be kept for at least five years, with the first two years in an easily accessible location.

Amendments and Updates

Material changes to registration information must be reported promptly:

• Form U4 amendments: Must be filed within 30 days of a reportable event (or within 10 days for certain criminal matters, per FINRA rules).
• Form ADV amendments: Annual amendments are due within 90 days of the investment adviser's fiscal year end. Other material changes require prompt amendment.

Annual Financial Reporting

Broker-dealers must file annual audited financial statements with FINRA and the BSR. Investment advisers with custody may also be required to file audited financial statements. Specific filing deadlines and formats are determined by New Hampshire state law and applicable administrative rules. Consult the BSR for current requirements.

Next Steps and Who to Contact for NH Securities Licensing

New Hampshire Bureau of Securities Regulation

The BSR is your main point of contact for all state-level securities licensing inquiries.

• Website: sos.nh.gov/securities (New Hampshire Secretary of State, Bureau of Securities Regulation)
• Phone: (603) 271-1463
• Mailing Address: New Hampshire Bureau of Securities Regulation, State House, Room 204, 107 North Main Street, Concord, NH 03301

The BSR website offers access to the current fee schedule, administrative rules, complaint forms, and licensing guidance documents. Always verify contact details directly at sos.nh.gov/securities, as they may change.

FINRA and CRD

For broker-dealer and agent registration through CRD, and for examination scheduling and continuing education:

• Website: finra.org
• FINRA's BrokerCheck tool (brokercheck.finra.org) allows you to verify the registration status of firms and individuals.

NASAA

The North American Securities Administrators Association provides model rules, IAR CE resources, and a directory of state securities regulators:

• Website: nasaa.org
• NASAA's IAPD (Investment Adviser Public Disclosure) tool links to SEC and state IA registration records.

Legal Counsel

The registration process involves legal and compliance judgments, especially concerning exemptions, custody arrangements, and disclosure obligations. Consult an attorney experienced in securities law before filing, particularly if your business model is complex or you are unsure whether an exemption applies. The BSR does not provide legal advice.