The term person, as it is used in the USA, refers to any entity that may enter into a legally binding contract. Any entity that can enter into a legally binding contract may transact business in the securities markets. Agreeing to buy or sell a security represents a legally binding contract. For the Series 66, a person is any of the following:
• Natural person
• Government organization
• Joint stock company
• Sole proprietor
• Unincorporated organization
A nonperson is an individual or entity that may not enter into a legally binding contract and therefore may not transact business in the securities market. A nonperson is:
• A minor
• Someone deemed to be legally incompetent
• A deceased individual
A broker dealer is a person or a firm that maintains a place of business and affects transactions in the securities markets for its own account or for the account of others. A broker dealer must be registered in its home state as well as in the states of its individual clients. A broker dealer is not:
• An agent.
• A bank.
• A savings and loan.
• A person with no place of business in the state, who deals exclusively with financial institutions or issuers.
A person who conducts business with existing clients who do not reside in the state and are in state for less than 30 days.
An agent or registered representative may only be an individual (natural person) who represents the issuer or a broker dealer in the purchase and sale or the attempted purchase and sale of securities with the public. Agents are required to register in their home state, their state of employment, and the state of residence of their customers.
Agents are not required to register if:
• They represent the issuer or a broker dealer in an underwriting transaction.
• They represent a bank or a savings and loan in the issuance of securities.
Agents who represent exempt issuers are not required to register. Examples of exempt issuers are:
• U.S. government.
• State and municipal governments.
• Canadian federal and municipal governments.
• Commercial paper with maturities of less than 270 days, sold in denominations exceeding $50,000.
• Investment contracts associated with employee pension plans, profit sharing, stock purchases, or savings plans.
• Foreign national governments recognized by the United States.