Utah Securities License Requirements: A Complete Guide

Quick Answer: Obtaining a Securities License in Utah

The Utah Division of Securities regulates securities professionals in the state. It enforces Utah's "blue sky" laws, found in the Utah Uniform Securities Act (Utah Code Title 61, Chapter 1). The Division works with FINRA and the SEC to oversee four main types of registrants:

• Broker-dealers: Firms that buy and sell securities.
• Agents: Registered representatives working for broker-dealers.
• Investment advisers: Firms that offer investment advice for a fee.
• Investment adviser representatives: Individuals employed by registered investment advisers.

Getting licensed typically involves three steps: passing required exams (usually FINRA's SIE, a Series exam, and a state-specific exam like the Series 63 or 65), submitting your application via FINRA's Central Registration Depository (CRD) for broker-dealers/agents or the Investment Adviser Registration Depository (IARD) for investment advisers/representatives, and paying the necessary state fees. Annual renewal and continuing education are required to maintain your license.

Understanding Utah's Securities Regulatory Landscape

What Counts as a "Security" in Utah

Utah Code §61-1-13 broadly defines "security." This definition includes stocks, bonds, notes, debentures, investment contracts, and certificates of interest in profit-sharing agreements. The definition follows the language of the Uniform Securities Act. Financial products involving an investment of money in a common enterprise, with an expectation of profit derived from others' efforts, generally qualify as securities.

Role of the Utah Division of Securities

The Division operates under the Utah Department of Commerce. Its responsibilities include registering securities professionals and offerings, investigating fraud, enforcing the Utah Uniform Securities Act (Utah Code Title 61, Chapter 1), and issuing administrative rules through Utah Administrative Code R164. The Division collaborates with FINRA for broker-dealer and agent oversight and with the SEC for federally covered advisers.

State vs. Federal Registration for Investment Advisers

The threshold for an investment adviser (IA) to register with Utah or the SEC is based on assets under management (AUM). Advisers with AUM generally above a specific amount (often $100 million) typically register with the SEC. Advisers managing less than this amount register with the Utah Division of Securities. There may be a buffer range where an adviser can choose SEC registration. Consult the Utah Division of Securities or the SEC's Form ADV instructions for current AUM thresholds, as these figures can change.

Scope of the Utah Uniform Securities Act

Utah Code Title 61, Chapter 1 governs securities offerings and sales, registration of securities professionals, anti-fraud provisions, and civil and criminal liability. Utah Administrative Code R164 contains the Division's rules, detailing application procedures and record-keeping standards. Both the Act and the rules apply to anyone conducting securities business in Utah, including those dealing with Utah residents, regardless of the person's physical location.

Types of Securities Licenses and Registrations in Utah

Broker-Dealer Registration

A firm must register as a broker-dealer in Utah before conducting securities business in the state (Utah Code §61-1-3). The application process uses Form BD, filed through FINRA's CRD system. Supporting requirements may include:

• Proof of minimum net capital (check Utah Administrative Code R164 and FINRA rules for current figures).
• A surety bond or equivalent (amount varies; consult the Division).
• Written supervisory procedures.
• Designation of a principal responsible for compliance.

Fees: Consult the Utah Division of Securities fee schedule, as these are updated periodically.

Agent (Registered Representative) Registration

An agent must be affiliated with a registered broker-dealer and file Form U4 through CRD (Utah Code §61-1-3). Exam requirements typically include:

An agent who only sells specific product types, such as mutual funds, may qualify with a more limited set of exams. Confirm current Utah-specific exam requirements with the Division or NASAA.

Investment Adviser Registration

State-registered IAs file Form ADV (Parts 1 and 2) through IARD (Utah Code §61-1-4). Requirements include:

• Minimum net worth or surety bond (check Utah Administrative Code R164 for current figures, as these depend on whether the IA has custody of client funds).
• A written compliance program.
• Delivery of Form ADV Part 2 (the "brochure") to clients.
• Disclosure of conflicts of interest and disciplinary history.

Federally covered advisers (SEC-registered) must still file a notice with Utah and pay a state notice filing fee (Utah Code §61-1-4(2)).

Investment Adviser Representative Registration

IARs affiliated with a state-registered IA file Form U4 through IARD (Utah Code §61-1-4). Standard exam requirements:

NASAA administers both the Series 65 and Series 66. Schedule exams through FINRA's testing system.

Common Exemptions

Utah Code Title 61, Chapter 1 and Utah Administrative Code R164 provide exemptions from registration for certain individuals and transactions. These include:

• De minimis exemption: An agent or IA representative with no place of business in Utah who deals with a limited number of Utah clients. (Consult Utah Code §61-1-15 for the specific client count threshold, as it differs by registrant type).
• Institutional investor transactions: Certain transactions with banks, insurance companies, and other institutional buyers.
• Isolated non-issuer transactions: One-time secondary market sales that do not constitute a regular course of business.

Exemptions are specific to the facts of a situation. Do not rely on an exemption without reviewing the exact statutory language or obtaining a legal opinion.

The Application Process: Steps, Exams, and Fees in Utah

Step 1: Determine Your Registration Category

Before filing, confirm which category applies to your business activities. A person who both executes trades and provides investment advice may need dual registration as an agent and an IAR.

Step 2: Pass Required Exams

Schedule FINRA-administered exams (SIE, Series 7, Series 63, Series 66) at a Prometric testing center or through FINRA's online portal. Schedule NASAA-administered exams (Series 65) similarly. Exam fees are set by FINRA and NASAA; check FINRA.org and NASAA.org for current amounts.

Step 3: Complete Fingerprinting and Background Check

Agents and IARs must submit fingerprints through FINRA's process as part of the Form U4 filing. Broker-dealer firms must ensure all associated persons complete this step. Background checks are processed through the FBI and may extend processing times.

Step 4: File the Application

All state-specific fees are paid through these systems during filing. The Utah Division of Securities automatically receives its portion.

Step 5: Fees

The Division publishes a fee schedule on its official website. Because fees are subject to legislative and administrative changes, verify current amounts on the Utah Division of Securities website or by calling the Division before filing.

FINRA and NASAA also charge separate processing and exam fees; check FINRA.org and NASAA.org.

Step 6: Processing Timeline

The Utah Division of Securities does not provide a fixed processing timeline for all application types. Broker-dealer applications involving complex supervisory structures or disciplinary disclosures may take longer. Straightforward agent or IAR applications affiliated with already-registered firms are typically faster. For current processing estimates, contact the Division directly.

Ongoing Compliance, Renewal, and Post-Licensing Requirements

Annual Renewal

All registrations expire on December 31 each year. Renewal filings and fees are submitted through CRD or IARD during FINRA's annual renewal window, which usually opens in November. Failing to meet the renewal deadline can result in a lapse of registration. Renewal fees are similar to initial registration fees; consult the Division's current fee schedule.

Continuing Education

For agents and broker-dealer personnel, FINRA's Continuing Education program has two parts (FINRA Rule 1240):

• Regulatory Element: Computer-based training required on registration anniversaries, updated by FINRA based on regulatory priorities.
• Firm Element: Annual training developed and delivered by the broker-dealer, based on a needs assessment.

For IARs, NASAA's IAR CE program requires 12 credits annually: 6 credits for Products and Practice content and 6 credits for Ethics and Professional Responsibility content. Utah has adopted the NASAA IAR CE model rule. Consult Utah Administrative Code R164 for the specific adoption language and any state-specific modifications.

Record-Keeping

Broker-dealers must maintain records according to SEC Rules 17a-3 and 17a-4, plus any additional requirements under Utah Administrative Code R164. Investment advisers must follow SEC Rule 204-2 (for federally covered advisers) or the state equivalent under R164. Records must generally be kept for at least five years, with the first two years in an easily accessible location.

Supervisory Requirements

Broker-dealers must maintain and enforce written supervisory procedures (WSPs) covering all business aspects (FINRA Rule 3110). Investment advisers must have a written compliance program with a designated Chief Compliance Officer (CCO) under SEC Rule 206(4)-7, or the state equivalent for state-registered advisers under Utah Administrative Code R164.

Reporting Changes and Amendments

Material changes to Form U4, Form BD, or Form ADV must be reported promptly. For Form U4, certain events, such as criminal charges or customer complaints exceeding a specific dollar amount, must be reported within set timeframes, usually 30 days or, for some events, within 10 days. Consult the Form U4 instructions and FINRA Rule 1122 for details. Form ADV must be updated annually and amended promptly when information becomes materially inaccurate.

Fiduciary Duties and Ethical Conduct

Investment advisers owe a fiduciary duty to clients under Utah Code §61-1-4 and applicable federal law. Broker-dealers and agents are subject to Regulation Best Interest (Reg BI) federally and the anti-fraud provisions of Utah Code §61-1-1. The Division can pursue administrative, civil, or criminal actions for violations.

Recent Changes to Utah Securities Regulations (2026)

Utah HB 195 (2026): Precious Metals Amendments

HB 195 was passed by the 2026 Utah legislature and became law without the Governor's signature. The bill covers a broad range of subjects: Appropriations, Business, Constitutional Officers, Electronic Databases, Electronic Information, Electronic Transactions, Energy, Financial Institutions, Government Operations, Legislative Committees and Task Forces, Mining, Natural Resources, Public Budgeting, Public Funds and Accounts, Securities, and State Treasurer.

The inclusion of "Securities" and "Financial Institutions" in the subject list indicates that HB 195 affects areas relevant to securities practitioners, likely concerning how precious metals are classified or treated under Utah's financial regulatory framework. Precious metals have historically existed in a gray area between commodities and securities. State-level amendments in this area can impact whether certain precious metals transactions or investment vehicles require securities registration.

The available source material for this page does not include the full text of HB 195. Reporting specific definitional changes, registration impacts, or oversight modifications introduced by the bill without that text risks inaccuracy. Practitioners should:

• Review the full enrolled bill text at le.utah.gov (search HB 195, 2026 General Session).
• Check if any amendments to Utah Code Title 61, Chapter 1 or Utah Administrative Code R164 resulted from the bill.
• Consult the Utah Division of Securities directly if your business involves precious metals investment products, precious metals IRAs, or related instruments.

The bill's status as "became law without Governor's signature" means it is now in effect. Do not assume your existing registration or exemption analysis covers any new requirements introduced by HB 195 without reviewing the bill's text.

Next Steps: Who to Contact for Assistance

Utah Division of Securities

The Division is your primary resource for registration questions, fee verification, and compliance guidance.

• Website: securities.utah.gov
• Phone: (801) 530-6600
• Address: 160 East 300 South, 2nd Floor, Salt Lake City, UT 84111
• Email: securities@utah.gov

Call or email before filing if you are unsure about which registration category applies to your activities. Division staff can often clarify procedural questions at no charge.

When to Hire a Securities Attorney or Compliance Consultant

Seek professional help when:

• Your application involves disciplinary disclosures or a complex ownership structure.
• You are evaluating whether an exemption from registration applies to your business model.
• You are establishing a new broker-dealer or investment adviser firm from the ground up.
• HB 195 or other recent legislation might affect your product offerings.

A qualified securities attorney familiar with Utah law can review your Form ADV or Form BD before filing and help you avoid deficiency letters that could extend your processing timeline.

FINRA and NASAA Resources

• FINRA: finra.org — Exam registration, CRD/IARD access, CE requirements, Form U4 instructions.
• NASAA: nasaa.org — Series 65/66 exam information, IAR CE program details, model rules adopted by Utah.

Review Official Forms Directly

Form instructions change. Always download the current version of Form U4, Form BD, and Form ADV from FINRA.org or the SEC's IARD portal before filing. Cross-check against the Division's current fee schedule, which is posted on securities.utah.gov.