NASAA Series 63Regulation of Broker-Dealers and AgentsEasy
A receptionist at a broker-dealer's branch office answers phones, schedules appointments for agents, and forwards client mail. She never discusses specific securities or takes orders. Under the Uniform Securities Act, is she required to register as an agent?
- ANo, but only if the broker-dealer is registered in fewer than five states
- BYes, but only if she is compensated on a commission basis
- CYes, because she works at a broker-dealer that effects securities transactions
- DNo, because clerical and ministerial personnel are excluded from the definition of agent
Show answer & explanationAnswer & explanation
Correct answer: D. No, because clerical and ministerial personnel are excluded from the definition of agent
The USA's definition of 'agent' specifically excludes individuals who perform only clerical or ministerial functions and do not effect or attempt to effect securities transactions with the public.
Why the other options are wrong
- A. Number of states registered in has no bearing on this exclusion.
- B. Compensation method is irrelevant since she performs no sales activity.
- C. Working at a BD alone does not make someone an agent; the function performed matters.
Clerical Exclusion from Agent Definition
Employees of a broker-dealer or issuer who perform only clerical, ministerial, or administrative duties are excluded from the definition of 'agent' and need not register.
- Applies to secretaries, receptionists, back-office staff
- Exclusion is lost if the person begins selling or soliciting securities
- Based on function performed, not job title or compensation
Memory trick: Clerks click keyboards, not sell stocks.