Municipal Advisor Registration: Complying with SEC and MSRB Rules Hosted by the Municipal Securities Rulemaking Board and Staff of the SEC s Office of Municipal Securities August 19, 2014
SEC Presenters Jessica Kane Deputy Director, Office of Municipal Securities Ed Fierro Attorney-Advisor, Office of Municipal Securities Municipal Securities Rulemaking Board 2
MSRB Presenters Ritta McLaughlin Chief Education Officer Benjamin Tecmire Counsel Municipal Securities Rulemaking Board 3
Today s Webinar Topics I. Overview of SEC Registration Process II. Completing SEC Form MA and Form MA-I III. Frequently Asked Questions and Issues Related to the SEC Registration Process IV. Overview of MSRB Registration Process and Completing MSRB Form A-12 V. Audience Questions Municipal Securities Rulemaking Board 4
Webcast Resources Q & A Chat Box Submit a question at any time Resources Menu SEC Edgar Filers manual MSRB Registration Manual Checklist for Updating Registration Information in Form A-12 Webinar Presentation Slides Widgets with additional information Speaker bios Feedback questionnaire Webcast help Municipal Securities Rulemaking Board 5
Overview of SEC Registration Process
SEC Municipal Advisor Registration Background and Introduction: Statute and Purpose. Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act amended Section 15B of the Securities Exchange Act of 1934 to add a new requirement that municipal advisors register with the Securities and Exchange Commission, effective October 1, 2010. Temporary Rules. The Commission adopted, and subsequently extended until December 31, 2014, a temporary rule to establish a temporary means for municipal advisors to satisfy the registration requirement. The Commission extended the temporary rule until December 31, 2014 to fill the gap until municipal advisors are required to register using the final registration forms under the final rules. Final Rules. On September 20, 2013, the Commission adopted final municipal advisor registration rules. Municipal advisors are required to comply with the final rules as of July 1, 2014, and to register with the SEC using the final registration forms over a four-month phased-in compliance period, which began on July 1, 2014. SEC Staff Interpretive Guidance. SEC staff issued interpretive guidance on the final municipal advisor registration rules ( Frequently Asked Questions or FAQs ) on January 10, 2014 and on May 19, 2014. Municipal Securities Rulemaking Board 7
SEC Municipal Advisor Registration Compliance Periods for Registration: Municipal advisors that register with the SEC under the temporary registration rule before October 1, 2014 receive a temporary registration number. As set forth in the table below, a municipal advisor s temporary registration number determines the applicable compliance period during which the municipal advisor is required to file a complete application for registration as a municipal advisor on the final registration forms under the final rules. File all MA Forms through the SEC s Electronic Data Gathering, Analysis, and Retrieval ( EDGAR ) System. File Form MA to register as a municipal advisor. File Form MA-I for each individual associated with the municipal advisor firm who engages in municipal advisory activities on the firm s behalf. Municipal Securities Rulemaking Board 8
SEC Municipal Advisor Registration FORM ID: New EDGAR filers must apply for EDGAR access at the EDGAR Filer Management Website by electronically submitting a Form ID. (https://www.filermanagement.edgarfiling.sec.gov/welcome/edgar FilerMgmtMain.htm) Contact EDGAR filer support staff at (202) 551-8900 for additional Form ID information. Municipal Securities Rulemaking Board 9
SEC Municipal Advisor Registration EDGAR Filer Website: https://www.edgarfiling.sec.gov/welcome/edgarlogin.htm Municipal Securities Rulemaking Board 10
SEC Municipal Advisor Registration Municipal Securities Rulemaking Board 11
SEC Municipal Advisor Registration Municipal Securities Rulemaking Board 12
SEC Municipal Advisor Registration Municipal Securities Rulemaking Board 13
SEC Municipal Advisor Registration Municipal Securities Rulemaking Board 14
Frequently Asked Questions and Issues Related to the SEC Registration Process
SEC Municipal Advisor Registration Office of Municipal Securities Contact Information http://www.sec.gov/municipal (202) 551-5680 Municipal Securities Rulemaking Board 16
Overview of MSRB Registration Process and Completing MSRB Form A-12
Registration Requirements 90-day window for currently registered brokerdealers, municipal securities dealers and municipal advisors Compliance deadline to transition to the new form A-12 ended August 10, 2014 Additional information available in MSRB Registration Manual on msrb.org Municipal Securities Rulemaking Board 18
Registration Requirements (continued) Register with the MSRB before engaging in municipal securities or municipal advisory activities Register first with the Securities and Exchange Commission Notification to a registered securities association or appropriate regulatory agency, if applicable Municipal Securities Rulemaking Board 19
Registration Fees Payment of initial and first annual fee required before registration becomes effective No change to fee amounts $100 initial fee $500 annual No fee for submitting Form A-12 Newly imposed late fees $25/month plus interest for any fee not paid within 30 days of invoice date Municipal Securities Rulemaking Board 20
Designated Contacts Facilitate regulatory communications between the MSRB and registered firms Designated contacts include: Primary Regulatory Contact Master Account Administrator Billing Contact Compliance Contact Data Quality Contact Optional Contacts Municipal Securities Rulemaking Board 21
Updates, Withdrawal and Annual Affirmation Ensure registration information is accurate and complete on an ongoing basis Use Form A-12 to submit updates, withdraw a registration and complete Annual Affirmation Form A-12 must be updated within 30 days of changes to information contained in the form Municipal Securities Rulemaking Board 22
Registration Designation Registered firms limited to using the designation MSRB-registered Advertising Websites Firm ABC MSRB-registered Not false or misleading Municipal Securities Rulemaking Board 23
Form A-12 FAQ s To Register or Not Firm s must make this determination based on applicable rules and regulations MSRB will not provide counsel on this matter Firm s Must Register with MSRB, not Individuals i.e. partnerships, LLC s, sole proprietorships Selecting Business Activities Activities a firm currently, or imminently, engages in Activities can be amended at any time by logging into Form A-12 Municipal Securities Rulemaking Board 24
Form A-12 FAQ s (contin.) Temporary and Permanent SEC Registration Numbers Firm s must update their Form A-12 with their Permanent SEC Registration Number Permanent SEC Registration Numbers start with 867 rather than 866 Payment of $300 Professional Fee (MSRB Rule A-11) $300 to MSRB for each Form MA-I (4 MA s x $300 = $1200) Due 10 Days after SEC acceptance of Form MA Payment instructions are located in MSRB Registration Manual Municipal Securities Rulemaking Board 25
Form Help See the Related Links menu on the right-hand side of all pages of the form Brief guidelines for new registrants Manuals for Registration and MSRB Gateway Full text of MSRB Rule A-12 Municipal Securities Rulemaking Board 26
Confirmation If no substantive changes to firm registration information, form will be accepted without review MSRB may place a form in pending status to review substantive changes to registration information Municipal Securities Rulemaking Board 27
MSRB Form A-12 Registration Support MSRB Support (703) 797-6668 Hours of Operation: 7:30 a.m. - 6:30 p.m. ET MSRBsupport@msrb.org Municipal Securities Rulemaking Board 28
Audience Questions Submit Questions in Q&A Box
Contact Information MSRB Online msrb.org emma.msrb.org MSRB Support (703)797-6668 Hours of Operation: 7:30 a.m. - 6:30 p.m. ET MSRBsupport@msrb.org SEC Office of Municipal Securities http://www.sec.gov/municipal (202) 551-5680 MSRB Email Updates Subscribe at msrb.org Follow the MSRB on Twitter @MSRB_News Municipal Securities Rulemaking Board 30
Municipal Advisor Registration: Complying with SEC and MSRB Rules Hosted by the Municipal Securities Rulemaking Board and Staff of the SEC s Office of Municipal Securities August 19, 2014