The Registration Section of the Tennessee Securities Division is responsible for administering T.C.A. 48-1-109 of the Tennessee Securities Act of 1980, which requires that broker-dealers, agents, investment advisers, and investment adviser representatives register before they can lawfully conduct business in the state of Tennessee. In addition to maintaining certain hard copy filings, the Section utilizes two electronic filing systems. The Central Registration Depository (CRD) is a national system through which registration applications of broker-dealers, agents, and investment adviser representatives are filed and updated. The Investment Adviser Registration Depository (IARD) is the national system through which notice filings and registration applications of investment advisers are filed and updated.
The general public can contact the Section to determine whether a broker-dealer, agent, or an investment adviser is registered in the state. Records concerning the disciplinary history, registration history, and filing history of notice filers and registrants are available for public inspection and copying during the Division's office hours (between 8:00 A.M. and 4:30 P.M., Central Time). By calling the Division and asking for the Registration Section, investors can obtain a copy of a broker-dealer's or an agent's CRD record or an investment adviser's IARD record (certain hard copy documents are also on file with the Division).
The Securities Division encourages the public to investigate the background of broker-dealers, agents, investment advisers, and investment adviser representatives before they invest. Investors who have been approached by or conducted business with persons who are acting as unregistered broker-dealers, agents, investment advisers, or investment adviser representatives and who are not eligible for exclusions from the definitions or exemptions from the registration requirements under the Act can file complaints with the Securities Division's Enforcement Section.
The Registration Section also regulates the sale of all public and private securities offerings under the Tennessee Securities Act of 1980. The Act states that "It is unlawful for any person to sell any security in this state unless: (1) It is registered under this part; (2) The security or transaction is exempted under T.C.A. 48-1-103; or (3) The security is a covered security."
The Section reviews securities offerings applications that include the prospectus, description of the security, financial statements, and other pertinent information. If an offering is found to be in compliance with provisions of the Securities Act, it is registered.
We encourage investors to call and find out whether a particular security is registered, is exempt from registration, or whether a notice to sell a particular security has been filed. If it appears the security is not being sold lawfully, you may file a complaint with the Securities Division's Enforcement Section, so that an investigator can determine whether the investment is in compliance with state law.
The Section registers about fifteen percent of all securities sold in this state. Most securities are exempt from state registration, either because they are sold on a recognized exchange (such as the New York Stock Exchange, American Stock Exchange, NASDAQ/NMS, Chicago Board Options Exchange, or Philadelphia Stock Exchange), or are of a type of security or transaction that does not require registration (such as securities issued by banks or governments).
Agent Filing Instructions and Forms
Broker-Dealer Filing Instructions and Forms
Investment Adviser Filing Instructions and Forms
Investment Adviser Representative Filing Instructions and Forms
Oil & Gas Issuer-Dealer Filing Instructions and Forms
Securities Offering Filing Instructions and Forms
TN Investor Education
TN Professional Privilege Tax
TN Securities Act of 1980
TN Securities Rules
Requesting Public Information from the Division
NASD Public Disclosure Program
SEC Investment Adviser Public Disclosure
United States SEC Electronic Data Gathering, Analysis, and Retrieval System (EDGAR)
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