Virginia Securities License Requirements: A Complete Guide

Broker-dealers, agents, investment advisers, and investment adviser representatives operating in Virginia must register with the Virginia State Corporation Commission (SCC) through FINRA's CRD or IARD systems.

Quick Answer: Virginia Securities Licensing Overview

Virginia regulates securities professionals under the Virginia Securities Act (Code of Virginia, Title 13.1, Chapter 5). The primary regulator is the Virginia State Corporation Commission (SCC), Division of Securities and Retail Franchising. Registration with the SCC is generally required for firms and individuals soliciting, selling, or advising on securities in Virginia.

Four categories of registrants exist:

• Broker-dealers (firms that buy and sell securities for customers)
• Agents (individuals who represent broker-dealers or issuers)
• Investment advisers (firms that provide securities advice for compensation)
• Investment adviser representatives (IARs) (individuals who act on behalf of investment advisers)

The general path for all four involves passing required FINRA or NASAA examinations, submitting applications through FINRA's Central Registration Depository (CRD) for broker-dealers and agents or the Investment Adviser Registration Depository (IARD) for investment advisers and IARs, paying applicable Virginia state fees, and awaiting SCC approval. Federal registration with the SEC applies to larger investment advisers, but Virginia still requires notice filings even for those firms.

Who Needs a Securities License in Virginia? Defining 'Securities Professional'

Broker-Dealers

Under Code of Virginia §13.1-501, a broker-dealer is any person engaged in the business of effecting transactions in securities for the account of others or for their own account. If your firm buys or sells securities, you are a broker-dealer unless an exemption applies.

Key exemptions include agents acting on behalf of a registered broker-dealer, issuers transacting in their own securities in limited circumstances, and certain banks and financial institutions as specified in Code of Virginia §13.1-501. Consult the SCC for specific definitions and exemptions.

Agents

An agent under Code of Virginia §13.1-501 is any individual, other than a broker-dealer, who represents a broker-dealer or issuer in effecting or attempting to effect purchases or sales of securities. Partners, officers, and directors of a broker-dealer are not automatically agents unless they perform agent functions.

Exemptions exist for individuals who represent issuers in transactions with financial institutions, transactions in certain exempt securities, and isolated non-issuer transactions. Consult the SCC for specific definitions and exemptions.

Investment Advisers

An investment adviser under Code of Virginia §13.1-501 is any person who, for compensation, engages in the business of advising others on the value of securities or the advisability of investing in, purchasing, or selling securities. This includes firms that publish investment analyses for a fee.

A key exemption applies to federal covered investment advisers (those registered with the SEC). These firms do not need to register with Virginia but must file a notice with the SCC and pay the applicable fee (Code of Virginia §13.1-504.1). Investment advisers with fewer than six clients in Virginia during the preceding 12 months may also qualify for a de minimis exemption. Confirm current thresholds directly with the SCC before relying on this.

Investment Adviser Representatives (IARs)

An IAR under Code of Virginia §13.1-501 is any individual employed by or associated with an investment adviser who makes securities recommendations, manages client accounts, determines which advice to give, solicits clients, or supervises employees performing those functions.

IARs of federal covered advisers who have a place of business in Virginia must register with the SCC (Code of Virginia §13.1-504.1).

State vs. Federal Registration for Investment Advisers

The dividing line for registration depends on assets under management (AUM). Investment advisers generally register with the SEC if they manage a certain threshold of AUM, or with Virginia if they fall below that threshold. Advisers registered with the SEC must still file a notice with Virginia and pay the applicable state notice filing fee. Consult the SCC for current AUM thresholds and specific registration requirements.

Types of Securities Licenses and Registrations in Virginia

Broker-Dealer Registration

Firms register using Form BD, filed through FINRA's CRD system. Virginia requires broker-dealers to maintain minimum net capital as specified under Virginia Administrative Code (VAC) rules and consistent with SEC Rule 15c3-1. A surety bond may be required depending on the firm's net capital position. Consult the SCC Division of Securities for current bond amounts, as these vary by firm type and financial condition.

Firms must also submit written supervisory procedures demonstrating how they will supervise agents and comply with Virginia law (Code of Virginia §13.1-505).

Agent Registration

Individuals register using Form U4, filed through CRD. Examination requirements under Virginia Administrative Code (21 VAC 5-20-130) generally include:

The Series 63 (Uniform Securities Agent State Law Examination) or Series 66 (Uniform Combined State Law Examination) satisfies Virginia's state law examination requirement. The Series 66 substitutes for both the Series 65 and Series 63 when combined with a Series 7. Consult the SCC for current examination requirements and waiver criteria.

Investment Adviser Registration

Firms register using Form ADV (Parts 1 and 2), filed through IARD. Virginia requires investment advisers to maintain minimum financial standards. Depending on whether the adviser has custody of client funds, a surety bond or net worth requirement applies. Consult the SCC Division of Securities for current net worth and bonding thresholds, as these are set by Virginia Administrative Code and subject to change.

Form ADV Part 2 (the brochure) must be delivered to clients and updated annually.

Investment Adviser Representative (IAR) Registration

IARs register using Form U4 through IARD. Examination requirements under 21 VAC 5-20-130 include:

The Series 65 is the standalone NASAA examination for IARs. Holders of certain professional designations (CFA, CFP, CPA, ChFC, CLU, PFS) may qualify for a Series 65 waiver. Confirm current approved designations with the SCC or consult 21 VAC 5-20-130.

The Virginia Securities Licensing Application Process and Fees

Step-by-Step Application Process

Step 1: Pass required examinations. Schedule through FINRA's testing portal (for Series 7, 63, 66) or Prometric (for Series 65). NASAA's website provides candidate handbooks for the Series 63, 65, and 66.

Step 2: Complete your form. Broker-dealers and agents use Form BD or Form U4 via CRD. Investment advisers use Form ADV via IARD. IARs use Form U4 via IARD.

Step 3: Submit fingerprints. Fingerprinting is required for individuals (agents and IARs) and is processed through the CRD system. Broker-dealer firms must ensure their associated persons are fingerprinted.

Step 4: Disclose disciplinary history. All disciplinary events, criminal history, and regulatory actions must be disclosed on Form U4 or Form BD. Incomplete or inaccurate disclosure is grounds for denial.

Step 5: Pay Virginia state fees. Fees are submitted through CRD or IARD as part of the application. The SCC processes the Virginia-specific portion.

Step 6: Await SCC review and approval. The SCC reviews applications for completeness and compliance. Processing times vary. Do not conduct business in Virginia until registration is confirmed.

Fee Schedule

The SCC publishes its official fee schedule. Fees are submitted through CRD or IARD as part of the application. For current initial application and annual renewal fees for broker-dealers, agents, investment advisers, investment adviser representatives, and federal covered investment adviser notice filings, consult the SCC directly at scc.virginia.gov or by contacting the SCC Division of Securities. Fees are subject to legislative change.

FINRA and NASAA charge separate examination fees. The Series 65 exam fee is set by NASAA and administered through FINRA. Consult FINRA's website for current exam fees, as these are not set by Virginia.

Ongoing Compliance, Renewal, and Post-Licensure Obligations in Virginia

Annual Renewal

All Virginia registrations expire December 31 each year. Renewal is processed through CRD (for broker-dealers and agents) and IARD (for investment advisers and IARs). The renewal window typically opens in November. Missing the December 31 deadline means your registration lapses, and you cannot conduct business until it is reinstated. The SCC generally does not grant grace periods.

Continuing Education

For agents: FINRA's Continuing Education program applies. This includes the Regulatory Element (required within 120 days of the second anniversary of initial registration, and every three years after) and the Firm Element (annual, firm-administered). Virginia does not impose separate CE requirements for agents beyond FINRA's program.

For IARs: NASAA's IAR Continuing Education program requires IARs to complete 12 credits annually, including 6 credits of Products and Practice content and 6 credits of Ethics and Professional Responsibility content. Virginia has adopted the NASAA IAR CE model rule. Consult 21 VAC 5-20 for the current Virginia-specific implementation and any phase-in provisions.

Record-Keeping Requirements

Broker-dealers and investment advisers must maintain books and records as required under Code of Virginia §13.1-505 and applicable Virginia Administrative Code provisions. For broker-dealers, this generally mirrors SEC Rule 17a-3 and 17a-4 requirements. Investment advisers must retain client contracts, Form ADV, financial records, and correspondence related to advice rendered. Retention periods vary by record type. Consult the SCC or 21 VAC 5-20 for the current schedule.

Supervisory Obligations

Broker-dealers must maintain and enforce written supervisory procedures (WSPs) covering all aspects of their business (Code of Virginia §13.1-505). Investment advisers must supervise IARs and other associated persons. Supervisory failures are among the most common grounds for SCC enforcement actions.

Reporting Changes

Material changes must be reported promptly, including:

• Form U4 amendments: Address changes, new disciplinary events, criminal charges, or customer complaints meeting reporting thresholds must be filed within 30 days (or sooner for certain events, per FINRA rules incorporated by reference).
• Form BD amendments: Ownership changes, new branch offices, and disciplinary events require prompt amendment.
• Form ADV amendments: Annual updating amendments are due within 90 days of the investment adviser's fiscal year end. Material changes require prompt interim amendments.

SCC Examinations and Audits

The SCC Division of Securities conducts periodic examinations of registered broker-dealers and investment advisers. These are typically unannounced. Examiners review books and records, client files, supervisory procedures, and advertising materials. Cooperation is required under Code of Virginia §13.1-507. Deficiencies identified in an examination can result in a deficiency letter, a requirement to remediate, or formal enforcement action.

Recent Changes to Virginia Securities Regulations (2024-2026)

HB 479 (2026): Investment Adviser Advertising

The most significant recent development for Virginia securities professionals is HB 479 (2026), enacted as Acts of Assembly Chapter 622 (CHAP0622). This legislation amends the Virginia Securities Act (Code of Virginia, Title 13.1, Chapter 5) to address investment adviser advertising standards.

The source material confirms HB 479 passed and was enacted as Chapter 622 of the 2026 Acts of Assembly. The bill's subject is "Securities Act; investment advisor advertising." However, the full regulatory text of CHAP0622 was not included in the source material provided. The specific provisions, including any new disclosure requirements, prohibited practices, or standards for testimonials and endorsements, should be reviewed directly in the enrolled bill text available through the Virginia Legislative Information System (lis.virginia.gov) or the Acts of Assembly published by the Virginia Division of Legislative Automated Systems.

What practitioners should do now:

• Pull the full text of CHAP0622 from lis.virginia.gov.
• Identify the effective date stated in the enrolled bill. Virginia legislation typically takes effect July 1 of the year enacted unless the bill specifies otherwise or includes an emergency clause.
• Review your current advertising materials, including website content, social media, client testimonials, and performance presentations, against the new standards.
• If your firm adopted the SEC's Marketing Rule (Rule 206(4)-1) framework for federal compliance, compare those standards against whatever Virginia now requires, as state standards may differ.
• Consult a securities attorney if your advertising program is complex or if you use testimonials and endorsements.

The SCC Division of Securities may issue guidance or a regulatory notice explaining how it will implement HB 479. Monitor the SCC's website for any such guidance.

Next Steps: Who to Contact for Virginia Securities Licensing Assistance

Virginia State Corporation Commission, Division of Securities and Retail Franchising

The SCC Division of Securities and Retail Franchising is the primary contact for Virginia registration, fee verification, and compliance inquiries.

• Website: scc.virginia.gov (navigate to "Securities")
• Mailing address: Tyler Building, 1300 East Main Street, Richmond, VA 23219
• Phone: (804) 371-9051 or toll-free (800) 552-7945
• Email inquiries: Use the contact form on the SCC website

The SCC's website publishes the current fee schedule, registration forms, enforcement actions, and investor alerts.

FINRA and NASAA Resources

• FINRA (finra.org): Manages CRD, administers Series 7, 63, and 66 exams, and publishes BrokerCheck for public disclosure lookups.
• NASAA (nasaa.org): Administers the Series 65 exam, publishes the IAR CE program requirements, and maintains model rules that Virginia often adopts.
• IARD (iard.com): The filing system for investment adviser and IAR registrations.

When to Consult a Securities Attorney

Hire a securities lawyer if you are:

• Starting a new broker-dealer or investment adviser firm and need to build compliance infrastructure from scratch.
• Dealing with a disciplinary history that requires disclosure and explanation on Form U4 or BD.
• Uncertain whether your business model triggers registration requirements.
• Reviewing your advertising practices in light of HB 479 (2026).
• Responding to an SCC examination deficiency letter or enforcement inquiry.

Professional Associations

• Investment Adviser Association (investmentadviser.org): Focused on registered investment advisers, publishes compliance resources and tracks regulatory developments.
• Securities Industry and Financial Markets Association (SIFMA, sifma.org): Relevant for broker-dealers, covers federal and state regulatory issues.
• North American Securities Administrators Association (NASAA, nasaa.org): Represents state regulators including the SCC, publishes model rules and investor protection resources.