What Is a Broker Dealer and How Does It Work

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A broker-dealer is a firm that acts as an intermediary between buyers and sellers of securities, such as stocks, bonds, and mutual funds. They facilitate trades and earn a commission on each transaction.

Broker-dealers can be registered with either the Securities and Exchange Commission (SEC) or the Financial Industry Regulatory Authority (FINRA), depending on their size and type of business.

They must also register with the SEC, which requires them to comply with strict regulations and rules.

Broker-dealers can be either independent or affiliated with a bank or other financial institution.

Types of Broker Dealers

There are two main types of broker-dealers.

A wirehouse broker-dealer works in accordance with their organisational objective and benefits, offering tradable securities that their company owns or products that can sell at a higher price than the original purchase price.

Broker-dealers can be both brokers and dealers, which means they work for customers as brokers and compete with customers as dealers.

The Securities Exchange Act of 1934 defines a broker as being engaged in effecting transactions in securities for others, and a dealer as a buyer and seller of securities for its own account.

Broker Dealer Fees

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Broker Dealer Fees are a crucial aspect of working with a broker-dealer. They vary widely depending on the type of broker-dealer and the type and size of company they work with and represent.

Most brokers follow several pricing policies, but the specifics can differ greatly. A discount broker, for instance, offers a limited service at a fixed cost, which can be as low as $5 per trade.

You can expect to pay less with a discount broker, and some even charge less than 1% annual account retainment fee. This can be a good choice if you're looking for a budget-friendly brokerage service.

The spread is another common brokerage fee, which is the difference between the asking and bidding prices. This is how brokers make a profit, by buying and selling securities at higher prices.

Types of Fees

Broker-dealers charge various fees, and it's essential to understand what you're paying for.

Full-service brokers typically offer a wide range of services, including consultancy, trade execution, and financial planning, which can come with higher fees.

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You can expect to pay more for the convenience of having a full-service broker, but it may be worth the investment for those who value personalized advice.

Discount brokers, on the other hand, offer a limited service, focusing on executing market orders and some advisory services, often at a lower cost.

Expect to pay as low as $5 per trade with a discount broker, but be aware of the annual account retainment fee, which can be less than 1%.

Brokerage fees vary widely depending on the type of broker-dealer and the type and size of the company they work with.

Filing Fees

When you're dealing with filing fees, it's essential to know what to expect. Filing fees vary depending on the total offerings. For total offerings $500,000 or less, the fee is $300.

You'll need to make the check payable to the New York State Department of Law and reference the filer's name and file number, if assigned. Some filers may be able to pay through FINRA or other systems, but this isn't an option for everyone.

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If you're paying through the Investor Protection Bureau's ePayment portal, you'll need to include the receipt with your submission. Payments due to the Department of State can't be made through this portal.

Here's a breakdown of the filing fees:

  • $300 for total offerings $500,000 or less
  • $1,200 for total offerings over $500,000

Spread

The spread is a common brokerage fee that's essentially the difference between the asking and bidding prices. This means brokers buy and sell securities at higher prices, pocketing the difference as profit.

A broker can purchase shares from a company, say ABC, for $100 each and resell them for $101 per share, making a profit of $1 per share. This example illustrates how the spread works in practice.

The profit made from the spread can be significant, but in reality, it's often a small amount, like $0.15 per share.

Regulations and Compliance

Broker-dealers are subject to stringent laws and regulations by US authorities like the Securities and Exchange Commission (SEC), the Securities Investor Protection Corporation (SIPC), and the Financial Industry Regulatory Authority (FINRA). These regulations ensure market integrity and fairness.

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Broker-dealers must fully comply with applicable laws while executing market orders and offering consultancy to their clients to avoid illegal insider trading. They must follow specific procedures in providing investment advice, like informing clients if a trade may result in a conflict of interest and using logical reasoning while planning and advising.

Broker-dealers are required by law to inquire about their client's financial information, investment patterns, objectives, and tax status to avoid unintentional participation in illegal activities.

The two cornerstone laws of broker-dealer regulation are the Securities Act of 1933 and the Securities Exchange Act of 1934. Other significant laws include the Trust Indenture Act of 1939, the Investment Company Act of 1940, the Investment Advisors Act of 1940, the Securities Investor Protection Act of 1970, the Sarbanes-Oxley Act of 2002, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Depending on the services offered, different broker-dealer regulations may apply. For example, if a market includes customers in Europe, compliance with the General Data Protection Regulation (GDPR) may be necessary.

Brokerage firms in the US are regulated by federal, state, and self-regulatory organizations (SROs). The SEC is a federal government agency that regulates broker-dealers, IPOs, and securities exchanges, working with SROs to ensure compliance.

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To become a registered broker-dealer in the US, a company must file Form BD and be granted registration by the SEC, become a member of an SRO, become a member of SIPC, meet all relevant requirements for the state(s) in which they want to be a broker-dealer, and ensure their staff/associated persons have met the requirements.

Here are some of the exams that associated persons of broker-dealer companies may need to pass:

  • Series 7: Must pass this to become a general securities registered representative.
  • Series 63: Relates to state 'blue-sky laws' and is the next step after the Series 7 exam to be able to do business.
  • Series 65: Pass this to become a Registered Investment Advisor (RIA), authorized to use professional money management service platforms.
  • Series 66: Combines the Series 63 and 65 exams.
  • Series 3: Must pass this to sell commodities futures contracts.
  • Series 31: Must pass this to sell managed futures funds.

Technology can help reduce workloads, accelerate reporting, and eliminate human error in broker-dealer regulation activities. Automation and artificial intelligence can offer recommendations on new situations, spot gaps and inconsistencies in Know Your Customer (KYC) records and processes, and help identify high-risk clients or cases needing special screening for Anti-Money Laundering (AML).

Here are some examples of technologies that can help with compliance and security:

  • Automation: Use software to automatically run checklists on customer suitability, generate reports for SARs and other cases, and monitor basic regulatory compliance and system security.
  • Artificial intelligence: Smart systems using machine learning can offer recommendations on new situations by learning about patterns and outcomes from past data.

Registration and Licensing

To become a registered broker-dealer in the US, you'll need to follow these steps. You'll need to file Form BD and be granted registration by the SEC. This is the first step in the process.

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You'll also need to become a member of a self-regulatory organization (SRO), such as FINRA. FINRA is one of the main SROs in the US, but you should check which SRO will meet your needs better. This is a critical step, as SROs help enforce regulations and ensure compliance.

In addition to becoming a member of an SRO, you'll need to become a member of the Securities Investor Protection Corporation (SIPC). SIPC provides protection for investors in case a broker-dealer fails.

You'll also need to meet all relevant requirements for the state(s) in which you want to be a broker-dealer. This may involve registering with the state's securities regulator and meeting specific requirements for the state.

To become a registered representative, you'll need to pass one or more exams, such as the Series 7 exam. This exam is required to become a general securities registered representative. Other exams, such as the Series 63 and Series 65 exams, may also be required depending on your specific role and activities.

Here is a list of some of the exams you may need to pass:

Note that to uphold your license to operate, you may need to complete education classes periodically to stay up to date in regulatory matters and new securities offerings and client services.

Broker Dealer Operations

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Broker-dealers play multiple roles, including effecting transactions in securities for others as a broker and buying and selling securities for their own account as a dealer.

They can serve many clients while also trading for their own accounts, but they must clearly distinguish between these roles to avoid conflicts of interest.

Broker-dealers have ongoing duties of financial responsibility, customer protection, and good conduct, which include segregating customer funds and securities from their proprietary business operations.

Here are some key responsibilities of broker-dealers:

  • Customer protection rule: Customer funds and securities must be segregated from the broker-dealer’s proprietary business operations.
  • Record-keeping: Basic bookkeeping requirements include records of trades, receipts, positions held in different securities, trial balances, complaints, and compliance, together with reports to be filed periodically.
  • Fair dealing: Execute client orders promptly, disclose information relevant to investors, charge prices in line with market conditions, and disclose conflicts of interest.
  • Suitability of clients: Only recommend investments or strategies that are suitable for the clients concerned.
  • Communication: Be fair, balanced, and not misleading in communications with clients, seeking approval before communication as needed.
  • Gifts and contributions: Observe rules concerning maximum value of gifts made to clients and political contributions.
  • Suspicious Activity Reports (SARs): File reports of any suspicious activities noted by the broker-dealer, including investments over predefined monetary limits.

How They Work

Broker-dealers are a bit like a jack-of-all-trades in the financial world, handling multiple roles to serve their clients and make a profit. They can underwrite financial securities, conduct market research, and even manage customer accounts for buying and selling.

Broker-dealers are registered with the Securities Exchange Act of 1934, which defines a broker as someone who effects transactions in securities for others, and a dealer as a buyer and seller of securities for their own account. Many firms are both brokers and dealers, making them 'broker-dealers'.

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Broker-dealers serve clients by executing trades, but they also trade for their own accounts, which can create conflicts of interest. To avoid this, they clearly distinguish their roles and follow a set of rules.

Here are some of the key responsibilities of broker-dealers:

  • Customer protection rule: Customer funds and securities must be segregated from the broker-dealer's proprietary business operations.
  • Record-keeping: Broker-dealers must keep records of trades, receipts, positions held in different securities, trial balances, complaints, and compliance, together with reports to be filed periodically.
  • Fair dealing: Broker-dealers must execute client orders promptly, disclose information relevant to investors, charge prices in line with market conditions, and disclose conflicts of interest.
  • Suitability of clients: Broker-dealers must only recommend investments or strategies that are suitable for the clients concerned.
  • Communication: Broker-dealers must be fair, balanced, and not misleading in communications with clients, seeking approval before communication as needed.
  • Gifts and contributions: Broker-dealers must observe rules concerning maximum value of gifts made to clients and political contributions.
  • Suspicious Activity Reports (SARs): Broker-dealers must file reports of any suspicious activities noted by the broker-dealer, including investments over predefined monetary limits.

Full-Service

Full-service brokers are a type of broker-dealer that offers a wide range of financial services beyond just trading and executing orders.

Brokerage fees for full-service brokers can be quite high, typically ranging from 1% to 3% of the total investment.

These firms often provide account management, financial research, strategy creation and implementation, risk assessment, and other services to help clients achieve their financial goals.

In addition to any yearly or monthly fees, clients can expect to pay a commission on their investments.

Some common services offered by full-service brokers include:

Full-service brokers can be a good option for clients who want a more comprehensive approach to their financial planning and investment management.

M&A Diligence and Approvals

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M&A transactions involving brokers, exchanges, and ATSs require regulatory approvals, such as FINRA "continuing membership applications".

Our team reviews deal documents to ensure compliance with regulatory requirements. This involves reviewing the target company's operational setup, including its systems, people, and contractual relationships.

Required approvals for M&A transactions include filings and notices with regulatory bodies. This ensures that all parties involved in the transaction are aware of the changes that will occur.

We advise on operational considerations, such as splitting or integrating systems, people, and contractual relationships. This helps to minimize disruptions and ensure a smooth transition.

Our experience has shown that careful review of deal documents is crucial to avoid costly delays or even deal collapse.

Broker Dealer vs Other

Choosing a broker-dealer or an independent investment adviser depends on your objective, the size of your organisation, your budget, and the type of services you expect to receive.

Broker-dealers may underwrite financial securities, including initial public offerings (IPOs), do financial market research, make markets by buying and selling financial instruments, and manage customer accounts for buying and selling.

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To be considered a broker-dealer, a firm must be engaged in effecting transactions in securities for others, and a dealer as a buyer and seller of securities for its own account.

Many firms are both brokers (working for customers) and dealers (competing with customers), which makes them 'broker-dealers'.

The Securities Exchange Act of 1934 defines what a broker and a dealer are, and it's essential to understand these definitions to determine if you qualify as a broker-dealer.

Business Development

As a broker dealer, business development is crucial for growth and expansion. We help clients navigate new business initiatives like expansions into new asset classes, such as crypto or options.

Expanding into new asset classes requires careful planning and execution. This includes advice on required regulatory permits, personnel licensing, product deployment, and commercial relationships.

For example, if a client wants to expand into crypto, we'll advise them on the necessary permits and licenses required to operate in this space. This includes obtaining the required permits from regulatory bodies.

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Expanding into new asset classes also requires hiring the right personnel, such as licensed traders and compliance officers. We help clients navigate the process of hiring and training the necessary staff.

In addition to hiring personnel, we also advise clients on the necessary product deployment and commercial relationships required for success in new asset classes. This includes setting up trading platforms and establishing relationships with counterparties.

Ultimately, business development is about creating opportunities for growth and expansion. By navigating new business initiatives and expanding into new asset classes, broker dealers can increase revenue and stay competitive in the market.

Frequently Asked Questions

How does a broker make his money?

A broker typically earns money through commissions charged on trades, which can be a flat rate, per-share, or a percentage of the trade value. This is how they make a living from facilitating buy and sell transactions for clients.

Who is considered a broker-dealer?

A broker-dealer is a person or firm that buys and sells securities for its own account or on behalf of its customers. This can include individuals, companies, or organizations that facilitate securities transactions.

What is the difference between a dealer and a broker?

A dealer buys and sells securities for their own account, while a broker acts as an intermediary between buyers and sellers, often charging a commission

What is the difference between RIA and broker-dealer?

RIAs are bound by a fiduciary oath, prioritizing clients' interests, while broker-dealers may have access to exclusive products, but their loyalty can be influenced by commissions

What does a dealer broker do?

A broker-dealer buys and sells securities for its own account or on behalf of its customers, acting as both an agent and a principal. They facilitate transactions in stocks, bonds, and other securities, serving both their own interests and those of their clients.

Harold Raynor

Writer

Harold Raynor is a seasoned writer with a keen eye for detail and a passion for sharing knowledge with others. With a background in business and finance, he brings a unique perspective to his writing, tackling complex topics with clarity and ease. Harold's writing portfolio spans a range of article categories, including angel investing, angel investors, and the Los Angeles venture capital scene.

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