New Hampshire Stands Alone!

By Anne Farris

In 2005 the SEC approved changes to NASD Rule 3010 to create a Uniform Definition for Branch Office.  Each state then determined whether to adopt the uniform definition, and New Hampshire has not to date adopted the change.  New Hampshire’s definition of branch office is similar but firms should still determine whether they need to register locations in New Hampshire beyond those required by the Uniform Definition. 

The uniform definition basically states that a “branch office” is any location where one or more associated persons of a member regularly conducts business, inducing or attempting to induce the purchase or sale of any security, or is held out as such.  There are some exceptions to this and I would refer you to Rule 3010 for specific exceptions.

The New Hampshire definition of “branch office” includes ANY location, other than the main office, identified by any means to issuers, other broker-dealers or investment advisers or to the public, customers, or clients as a location where the broker-dealer or investment adviser conducts a securities or investment advisory business.  There is one exclusion for a location that is identified solely in a telephone directory or on a business card or letterhead if the listing also discloses the address and phone number of the NH office from which the representative or advisor is directly supervised and no more than one agent or investment adviser transacts business on behalf of the broker dealer or investment adviser from that location.  There is no primary residence exclusion in New Hampshire.  New Hampshire state law also does not include a definition for “office of convenience” nor does the state have a de minimis exception.  The NH Act also has a proviso that registration as a branch is not required if the Secretary of State determines that the office is not a branch within the intent of the definition.

The other unique thing about NH branch registration is that each office must be supervised by a manager who is located in NH and who is qualified as a principal. If the Principal is not the onsite manager, then the telephone listing, business cards and letterhead of the branch must include the address and telephone number of the NH office of the broker/dealer from which the branch is supervised.

So, if you have reps conducting securities business in New Hampshire outside of your main office, you may want to review whether that site should be registered under New Hampshire’s unique definition. For more information or assistance in registering a branch location, please contact our Compliance Partners staff at 603-434-3594.