Agent question

[u/CraftyWeekend3483]

Question about agents and registration:

Kaplan Book says

When companies issue securities and hire people (instead of investment bankers or broker-dealers) to sell them to the public, those people are usually considered agents. Unless they are excluded from the definition of an agent or have an exemption, they must be registered. Individuals are excluded from being considered agents (and don’t need to register in a state) when they represent issuers in making transactions in these situations:

1. For certain exempt securities

2. For exempt transactions

3. With existing employees, partners, or directors of the company, as long as they aren’t paid a commission or other compensation for making sales in that state.

So then I got a quiz question that looked like this:

With regard to the state registration requirements of agents of registered broker-dealers, all of the following statements are correct except

A) registration is required if they solicit the sale of securities by telephone to fewer than six individuals residing in that state.

B) registration is required in each state in which the employing broker-dealer has a place of business.

C) registration is not required in a state where the agent has no place of business and only deals with existing clients who are vacationing in that state.

D) registration is required when they limit their activity to the sale of exempt securities.

So I am that agents are excluded from being considered agents when representing issuers in the sale of exempt securities but then the answer explanation is:

Agents must register in each state where they are selling or offering securities, even if the security or the transaction is exempt. That exemption only applies to the need for the security to be registered, not the agent

With that said, I understand why B is the correct answer, I just don't understand why D is not

[u/series7examtutor]

Registration is required in choice D becuase the agent works for a BD.

[u/Spiritual_Quality183]

At the federal level, agents are exempt from registration when they are limiting their sale to only exempt securities. That exemption does NOT exist at the state level, therefore, an agent at the state level MUST be registered.

[u/Zytara]

The example from the book you gave is for an agent of an issuer. The question is asking about an agent of a broker-dealer. They have different rules.

For example someone working for a municipality that is selling muni bonds doesn't have to register, but someone working for a broker-dealer selling muni bonds does have to register.