New York Securities License Requirements: A Complete Guide

New York requires broker-dealers, investment advisers, and their agents to register under the Martin Act (NY GBL Article 23-A) before conducting business in the state. The New York Attorney General enforces these rules, FINRA handles exam and CRD/IARD administration, and the SEC adds federal requirements. Begin with your exam, then register through CRD or IARD, and finally file with the AG's office.

Quick Answer: New York Securities Licensing Overview

New York requires broker-dealers, investment advisers, and their agents to register under the Martin Act (NY GBL Article 23-A). This process includes passing FINRA exams (e.g., SIE, Series 7/63 or 65/66), submitting applications via CRD/IARD, undergoing background checks, and paying state and FINRA fees. The NY Attorney General enforces these rules, which are among the broadest in the nation.

New York's securities licensing framework rests on three pillars: state law under the Martin Act, federal oversight from the SEC, and self-regulatory requirements from FINRA. If you sell securities, advise clients on investments, or operate a firm that does either of these in New York, you almost certainly need to register.

The primary state authority is the New York Attorney General's office, which enforces the Martin Act (NY General Business Law Article 23-A). The NYS Department of Financial Services (DFS) also plays a role, particularly for entities it charters or supervises. However, the AG's office holds the main enforcement power regarding securities fraud and registration violations. FINRA administers the licensing exams and the Central Registration Depository (CRD) system, through which most broker-dealer registrations are processed.

The general process involves passing required FINRA exams, submitting your application through CRD or IARD, clearing a background check and fingerprinting, and paying applicable fees to both FINRA and the state. Firms register separately from the individuals who work for them, and both registrations must remain current.

New York's "blue sky" law, the Martin Act, is one of the most expansive and aggressively enforced state securities statutes in the country.

Who Needs a Securities License in New York?

The Martin Act defines key terms that determine whether registration is required. These definitions are broader than typically expected.

Definitions Under NY GBL Article 23-A

Securities (GBL § 352): The definition is intentionally expansive. It covers stocks, bonds, notes, debentures, investment contracts, certificates of interest in profit-sharing agreements, and any other instrument commonly known as a security. Courts have interpreted this broadly, and the AG's office has applied it to novel instruments, including certain cryptocurrency offerings.

Broker-dealer: Under GBL § 359-e, a broker-dealer is any person or firm in the business of buying or selling securities for others or for its own account. This includes both full-service and discount brokers, as well as certain dealers who make markets in securities.

Investment adviser: Also addressed under GBL § 359-e, an investment adviser is any person who, for compensation, engages in the business of advising others on the value of securities or on the advisability of investing in, purchasing, or selling securities. The compensation element is key. If you charge a fee, take a commission, or receive any economic benefit tied to your advice, you likely qualify.

Agent: An agent is an individual who represents a broker-dealer or issuer in effecting or attempting to effect purchases or sales of securities (GBL § 359-e). Partners, officers, and directors of a broker-dealer are generally excluded from this definition unless they actually perform agent functions.

Issuer: Any person who issues or proposes to issue a security (GBL § 352).

Activities That Trigger Registration

Registration is required if you are offering, selling, or soliciting the purchase of securities in New York, advising New York clients for compensation on securities transactions, or operating a firm that does any of the above. The Martin Act applies to activities directed at New York residents, even if your office is located outside the state.

Common Exemptions

Not everyone needs to register. Key exemptions include:

• Transactions with institutional investors (banks, insurance companies, registered investment companies, and certain pension funds) where the investor is purchasing for its own account.
• Certain limited offerings that qualify under GBL § 359-ff, which provides an exemption similar to Regulation D under federal law for private placements to sophisticated investors.
• Issuers selling their own securities in certain exempt transactions.
• Broker-dealers registered with the SEC who have no place of business in New York and whose only New York clients are institutional investors.

Exemptions are fact-specific. Consult the New York Attorney General's Investor Protection Bureau or a securities attorney before relying on one.

Types of Securities Licenses and Registrations in NY

Broker-Dealer Registration

Firms must register as broker-dealers by filing Form BD through FINRA's CRD system (GBL § 359-e). The firm registration is separate from the registration of its individual agents. Broker-dealers must also become members of FINRA unless a specific exemption applies.

Key exams for broker-dealer principals and registered representatives:

New York requires the Series 63 for agents in addition to the Series 7. The Series 63 is administered by FINRA and covers the Uniform Securities Act as adopted by individual states, including New York's specific provisions.

Investment Adviser Registration

Investment advisers register through IARD using Form ADV. Whether you register with the SEC or the state depends on your assets under management.