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Filing Form BD is a critical step for any US-based fintech entering the securities space. Whether you are building a trading app, launching a marketplace for private placements, or embedding equities into consumer-facing products, you will need to understand how broker-dealer registration works and Form BD as its central component.
This article explains what Form BD is, who needs to file it, its role in the broader regulatory process, and the information it requires. It also covers common pitfalls and misconceptions that fintechs face, as well as what happens after registration.
InnReg is a global regulatory compliance and operations consulting team serving financial services companies since 2013. If you need assistance with compliance or fintech regulations, click here.
What Is Form BD?
Form BD is the uniform application for broker-dealer registration. It is required by the US Securities and Exchange Commission (SEC) and used to apply for membership with self-regulatory organizations (SROs) such as FINRA, as well as for registration in individual states.
Form BD is a disclosure document. It gives regulators detailed information about a firm’s business activities, ownership structure, control persons, disciplinary history, and affiliations. It is the first filing that triggers a registration request. An approved Form BD lets a firm begin operating as a registered broker-dealer in the US.
At first glance, the form itself seems simple, but completing it properly means knowing how your business model aligns with regulatory expectations. For fintechs developing novel or hybrid offerings, this alignment often requires careful positioning and supporting documentation.
Who Needs to File Form BD?
Any company that intends to engage in securities transactions as a business, either for clients or for its own account, likely needs to register as a broker-dealer. Filing Form BD is the first step in that process.
Fintech startups often inadvertently trigger broker-dealer requirements. For example, an app offering fractional shares, an embedded investing feature in a non-financial product, or a platform connecting issuers and investors may all fall under SEC jurisdiction. If the business involves effecting securities transactions, even in a tech-forward or automated way, Form BD may be required.
There are some limited exemptions, such as for firms operating entirely within a single state or certain banks under specific conditions. But these are narrow. Most fintechs with national or digital distribution should assume federal, FINRA, and multi-state registration will apply unless qualified legal or compliance professionals advise otherwise.
Firms must file Form BD. After the firm is approved, individuals working for broker-dealers register through a separate form (Form U4).
How Form BD Fits Into Broker-Dealer Registration
Filing Form BD is not a standalone process. It is one part of a broader registration workflow that includes federal, self-regulatory, and state-level oversight. To operate legally, broker-dealers must satisfy requirements across all three layers of regulation.
SEC, FINRA, and State Roles
Each regulator has a distinct role in the broker-dealer registration process. Form BD is submitted through FINRA’s Central Registration Depository (CRD), but all three levels of oversight use it:
1. SEC: The US Securities and Exchange Commission receives and reviews Form BD to grant federal registration under the Securities Exchange Act of 1934. The agency focuses on whether the firm and its control persons meet statutory requirements, including fitness to operate in the securities industry.
2. FINRA: Most broker-dealers must also become FINRA members. While Form BD initiates that process, FINRA’s New Member Application (NMA) is far more extensive. It requires a business plan, written supervisory procedures, financials, and qualified personnel. Approval timelines depend heavily on the quality and completeness of this supporting documentation.
3. State Regulators: States use Form BD to process their own registrations. Firms must indicate which states they plan to do business in, and in many cases, they must also satisfy additional state-specific requirements or fees. State approvals typically happened at the same time as SEC and FINRA reviews.
Together, these agencies form the regulatory structure that governs broker-dealers nationwide.
Filing Form BD signals your intent to register, but full approval depends on meeting multiple overlapping standards.
The Relationship Between Form BD and Other Forms (U4, NMA, CMA)
Filing Form BD is only one step in the process of becoming a registered broker-dealer. Several other forms are part of the registration process and help keep the firm compliant over time:
Form U4
While Form BD registers the firm, Form U4 is used to register the individuals who will represent it. This includes principals, registered representatives, and other associated persons.
Every individual listed on Form BD as a control person or officer may need to file Form U4, depending on their role.
Form U4 is submitted electronically via FINRA’s system after the firm receives approval. It includes employment history, exam qualifications, and disclosure of disciplinary history. Click here to learn more about Form U4 in our guide.
New Member Application (NMA)
The NMA is FINRA’s in-depth review of a firm’s operations.
It must be submitted alongside or shortly after filing Form BD.
The NMA includes:
Business plan
Written Supervisory Procedures (WSPs)
Organizational structure
Financial projections
Proof of adequate capital
Identification of qualified principals
The NMA is often the most time-consuming part of the process. Regulators will assess whether the firm is capable of complying with FINRA’s rules and operating responsibly within its chosen business model.
See also:
Continuing Membership Application (CMA)
Once registered, broker-dealers must file a Continuing Membership Application (CMA) before making certain material changes.
These might include:
Adding new lines of business
Changing control or ownership
Opening new branches
Introducing clearing or custody functions
The CMA process can resemble a mini-new member application. FINRA uses it to re-evaluate whether a firm’s new structure or operations still meet membership standards.
Each of these filings interacts with Form BD, either at the time of registration or during the firm’s lifecycle. Preparing them in parallel, especially Form U4 and the NMA, can reduce bottlenecks and regulatory back-and-forth.
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How Form BD Connects to Your Long-Term Compliance Obligations
After registration, Form BD remains an active part of your regulatory profile and must be updated whenever material information changes, such as ownership, business activities, or control relationships.
The form is structured into several key areas:
Business Activities and Operations
This section of Form BD requests identification of the business activities a company will engage in, along with the types of securities involved. It is where regulators begin to assess whether a business model fits within the scope of broker-dealer regulation.
You will be required to check off specific business lines, such as:
Retail brokerage
Private placements
Investment banking
Proprietary trading
Mutual fund sales
Clearing or carrying accounts
It is also required to identify the securities you plan to handle, such as equities, debt, options, variable contracts, or other instruments. For fintechs with atypical offerings, such as digital assets or fractionalized products, it is essential to describe the activity using terms that align with regulatory expectations.
For example, if a firm uses third-party service providers for clearing, custody, or record-keeping, that must also be disclosed. Regulators use this section to understand operational risk and determine whether additional approvals or oversight may be necessary.
Ownership and Control Disclosures
Form BD requires detailed information about who owns and controls the firm. This includes both direct owners, such as founders or corporate entities, and indirect owners, like parent companies or controlling affiliates.
You will need to report:
Names and titles of individuals or entities with ownership
Percentage of ownership and voting power
Affiliations with other financial institutions
Any person or entity with the ability to influence management or policies
Ownership information appears on Schedules A and B of the form. It is essential to accurately identify all control persons. For startups with layered ownership or investor groups, this often involves tracing through holding companies or funds to determine the ultimate owners.
If these individuals work with outside capital, the fintech will be required to disclose key details about those investors. Inaccurate or incomplete ownership reporting is one of the most common red flags in the review process.
Disciplinary History and Legal Disclosures
Read more in Form BD pp 18-22
Form BD includes a section dedicated to legal and regulatory disclosures. This applies to both the firm and its control persons, including founders, executives, and significant owners.
You will be asked to disclose:
Criminal charges or convictions
Regulatory actions by the SEC, FINRA, or state agencies
Civil litigation related to securities or fraud
Denials, suspensions, or revocations of licenses
Each affirmative answer requires supporting details on the Disclosure Reporting Page (DRP), including dates, outcomes, and involved parties. Omissions, whether intentional or accidental, can delay approval or trigger inquiries.
Fintech teams must review not only the company's history but also the backgrounds of investors and early executives.
How to File Form BD: Step-by-Step
Filing Form BD is a structured process that takes place through FINRA’s Central Registration Depository (CRD) system.
While the filing itself is digital, several moving parts (technical, procedural, and regulatory) need to be addressed in the proper order.
The following steps outline what to expect and how to prepare:
1. Setting Up Access with FINRA CRD
Before filing Form BD, a firm must be set up in FINRA’s CRD system. This process begins by designating a Super Account Administrator (SAA), who is responsible for managing user access to FINRA systems on behalf of the firm.
To initiate setup:
Submit the New Organization SAA Form to FINRA.
Choose electronic (DocuSign) or PDF submission, depending on preference.
FINRA will verify the request and issue credentials once approved.
Once the CRD account is active, SAA can assign access to internal staff or external consultants. This is a prerequisite for all broker-dealer filings, including Form BD, Form U4, and the FINRA New Member Application.
See also:
2. Completing Form BD in FINRA Gateway
With system access in place, the next step is to complete and submit Form BD through the FINRA Gateway. This is the online interface where all broker-dealer filings are managed.
The form is divided into sections covering:
Basic firm details (legal name, structure, fiscal year)
Business activities and types of securities handled
Ownership and control information
Affiliations and regulatory disclosures
Schedules A and B are used to report direct and indirect owners. Disclosure Reporting Pages (DRPs) must be completed if any control persons have a legal or disciplinary history.
3. Submitting the Hard Copy Form BD
Even after submitting Form BD electronically, FINRA requires a signed and notarized hard copy for its records. This step is mandatory and applies to all applicants.
To complete this step:
Print the final version of Form BD from FINRA Gateway.
Have it signed by an authorized individual (typically an officer or control person).
Notarize the signature and include the date.
Mail the signed and notarized form to FINRA’s designated address, using a reliable delivery method with tracking. FINRA recommends certified mail, FedEx, or a similar service for secure delivery.
The hard copy must match the electronic version exactly.
4. Paying Fees and State Registrations
To activate your application, you will need to fund your firm’s FINRA Flex-Funding Account. This account is used to pay the required fees for registration at the federal, state, and SRO levels.
Key fees may include:
FINRA New Member Application fee (from $7,500 to $55,000)
Registration fees for each selected state
Processing fees for Form U4 filings, exams, and fingerprints
You can pre-fund the account by ACH or wire transfer. FINRA does not accept checks for initial deposits.
Your account must have a sufficient balance before you submit Form BD and related filings. Underfunded accounts can stall the registration process and delay review.
5. Maintaining and Amending After Registration
Once a firm is registered, Form BD becomes an ongoing obligation. You are required to amend the form promptly whenever key information changes.
Common triggers for updates include:
New executives, owners, or control persons
Changes to business activities or operational scope
Disciplinary events or regulatory actions
Updates to legal structure or contact information
Amendments must be submitted through FINRA Gateway. In most cases, they are due within 30 days of the triggering event. Inaccurate or outdated information can raise issues during examinations or state-level reviews.
Alongside amendments, firms also need to manage annual renewals. These include paying renewal fees for SEC, FINRA, and state registrations, as well as confirming that all data on file remains accurate. Missing a renewal deadline may result in registration lapses, requiring a reapplication.
Common Compliance Challenges with Form BD
Even well-prepared fintech teams run into friction when completing or maintaining Form BD. The form may appear administrative, but it is deeply tied to how regulators evaluate a firm’s structure and operations.
Common challenges that can slow down approval or raise red flags include:
Ownership Structures and Control Affiliates: Startups with layered cap tables, holding companies, or convertible instruments often struggle to identify and disclose all control persons. Indirect ownership through funds or entities must still be reported. Failing to trace control relationships clearly can trigger follow-up questions or delay processing.
Business Descriptions for Innovative Models: If a platform combines elements of brokerage, cryptocurrency, rewards, or other non-traditional features, describing it in regulatory terms can be challenging. Vague or misaligned descriptions often result in examiners requesting clarification or supplemental detail.
Disclosure Missteps and Omissions: Background disclosures, particularly those related to prior litigation, regulatory actions, or criminal matters, can be complex. Even resolved or decades-old issues may require reporting. Leaving out required disclosures, even unintentionally, is a fast path to delays or additional scrutiny.
Fintech Misconceptions About Form BD
Many fintechs enter the broker-dealer registration process with assumptions that do not hold up under regulatory scrutiny. These misunderstandings often lead to delays, rework, or unintentional noncompliance.
1. It’s a quick approval
Some firms assume that once Form BD is filed, registration is a matter of just a few days. In reality, the SEC review period can take up to 45 days, and FINRA’s approval process often takes longer, especially if the New Member Application needs revisions.
Launching operations before final approval is not permitted, even in beta or invite-only mode.
2. Form BD doesn’t apply to us
It is common to believe that tech platforms are not subject to registration because they do not call themselves broker-dealers.
However, regulators are more concerned with function than labels. If a platform facilitates securities transactions or earns transaction-based compensation, Form BD is likely required.
Relying on outdated or oversimplified exemptions can lead to enforcement risk.
3. We’re not live yet
Testing, marketing, or onboarding users before registration is complete can be a problem.
Even “pre-launch” activity may be seen as holding out as a broker-dealer, depending on how it is presented.
Regulators expect a clean break between development and active business operations. Filing Form BD is just the starting point, not a green light to begin trading or promoting services.
Recent Trends and Regulatory Focus Impacting Form BD Filings
Regulators continue to refine their approach to emerging business models, and these changes are starting to be reflected in how Form BD filings are reviewed.
Fintech firms operating in evolving areas, such as digital assets or dual registration scenarios, should pay close attention to recent enforcement patterns and disclosure expectations:
See also:
Digital Assets and Hybrid Models
Firms that touch digital assets, even indirectly, face heightened scrutiny during the Form BD review process. The SEC has made it clear that certain tokens may qualify as securities, particularly when they are packaged with yield, custody, or trading functionality.
If your fintech business blends traditional securities with crypto, stablecoins, or tokenized assets, be prepared for additional questions. You may need to explain how these elements fit within the broker-dealer framework and describe the safeguards in place.
Clarity and conservative structuring are key. Ambiguity or overreliance on novel interpretations often leads to delays.
Title Usage Under Regulation Best Interest
Under Regulation Best Interest, the SEC restricts the use of the term “advisor” or “adviser” by broker-dealers unless they are also registered investment advisors. This affects firm names, marketing materials, and how roles are labeled on Form BD.
If your proposed name includes “advisor” and you are not dual-registered, expect questions and possibly a request to change it. The same applies to how individuals are described in the firm’s supervisory structure.
This is a common stumbling block during FINRA’s name review and should be addressed early in the process.
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Form BD is more than a registration form. It is a structured disclosure that introduces a firm to multiple regulators simultaneously and influences the interactions with the SEC, FINRA, and state agencies.
For fintechs navigating complex or unconventional business models, the way Form BD is prepared and supported can affect timelines, reviews, and the questions regulators ask.
How Can InnReg Help?
InnReg is a global regulatory compliance and operations consulting team serving financial services companies since 2013.
We are especially effective at launching and scaling fintechs with innovative compliance strategies and delivering cost-effective managed services, assisted by proprietary regtech solutions.
If you need help with broker-dealer compliance, reach out to our regulatory experts today:
Published on Aug 21, 2025
Last updated on Aug 21, 2025
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