New Hampshire
Secretary of State

Canadian Broker-Dealer Application

Application Checklist

CANADIAN BROKER-DEALER LIMITED LICENSE PURSUANT TO
NEW HAMPSHIRE RSA 421-B:4-401(e)
 

A broker-dealer that is resident in Canada and has no office or other physical presence in New Hampshire, after obtaining a license in New Hampshire by following the procedures below, may offer and sell securities to: 

  1. A person from Canada who is temporarily resident in New Hampshire with whom the Canadian broker-dealer had a bona fide broker-dealer client relationship before the person entered the United States; or
     
  2. A person from Canada who is resident in New Hampshire whose transactions are in a self-directed tax advantaged retirement plan in Canada of which the person is the holder or contributor.
     

CANADIAN BROKER-DEALER INITIAL APPLICATION FILING PROCEDURES 

A Canadian broker-dealer may become licensed under this section, provided that the broker-dealer files: 

  1. An originally signed application in the form required by the jurisdiction in which it has its head office; and
     
  2. An originally signed and notarized consent to service of process (Form U-2) and
     
  3. Evidence that it is registered as a broker or dealer in good standing in the jurisdiction from which it is effecting transactions into this state; and
     
  4. Evidence that it is a member of a self-regulatory organization or stock exchange in Canada; and
     
  5. An initial license fee of $300. Checks should be made payable to the State of New Hampshire.
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Canadian Broker-Dealer Application

Renewals

RENEWAL PROCEDURES: 

All licenses expire on December 31st of each year unless renewed.  Renewal applications for Canadian broker-dealers and agents under this section shall be filed with the Bureau before December 1st each year and shall include: 

Broker-Dealers: 

  1. A copy of the most recent renewal application, if any, filed in the jurisdiction in which the broker-dealer has its head office, or if no such renewal application is required,
     
  2. A letter stating that none is required and that the broker-dealer intends to renew in New Hampshire, signed by an officer of the broker-dealer and
     
  3. The renewal fee of $250.  Checks should be made payable to the State of New Hampshire.
     

Agents: 

  1. A copy of the most recent renewal application, if any, filed in the jurisdiction in which the broker-dealer has its head office, or if no such renewal application is required,
     
  2. A letter stating that none is required and that the agent intends to renew in New Hampshire, signed by an officer of the broker-dealer and
     
  3. The renewal fee of $100.  Checks should be made payable to the State of New Hampshire.
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Canadian Broker-Dealer Application

Withdrawal Applications

WITHDRAWAL PROCEDURES 

Broker-Dealers: 

Submit a written request for withdrawal of the broker-dealer's license to the Bureau.  In the alternative, a withdrawal form used by the jurisdiction in which the broker-dealer has its head office may be used.
 

Agents: 

Submit a written request for withdrawal of the agent's license to the Bureau.  In the alternative, a withdrawal form used by the jurisdiction in which the broker-dealer has its head office may be used. 

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      Canadian Broker-Dealer Application

      Agent Licensure and Filings

      An agent who will be representing a Canadian broker-dealer licensed under this section, may obtain a New Hampshire license to effect transactions in securities in this state only as permitted for the broker-dealer in RSA 421-B:4-401(e) 

      An agent who will be representing a Canadian broker-dealer licensed under this section in effecting transactions in securities in this state may become licensed under this section, provided that the agent files: 

      1. An originally signed application in the form required by the jurisdiction in which the broker-dealer has its head office;
         
      2. An originally signed and notarized consent to service of process unless the form in No. (1) above contains an applicable consent form; and
         
      3. Evidence that the agent is registered in good standing in the jurisdiction from which he or she is effecting transactions into this state; and
         
      4. An initial license fee of $130.  Checks should be made payable to the State of New Hampshire.
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      Canadian Broker-Dealer Application

      Ongoing Requirements for Licensure

      On-going requirements pursuant to New Hampshire RSA 421-B:4-401(e) 

      I.  A broker-dealer that is a resident in Canada and has no office or other physical presence in New Hampshire, after obtaining a license in New Hampshire by following the outlined procedures, may offer and sell securities to: 

          1.  A person from Canada who is temporarily resident in New Hampshire with whom the Canadian broker-dealer had a bona fide broker-dealer client relationship before the person entered the United States; or 

          2.  A person from Canada who is resident in New Hampshire whose transactions are in a self-directed tax advantaged retirement plan in Canada of which the person is the holder or contributor. 

      II.  An agent who will be representing a Canadian broker-dealer licensed under this section, may, after obtaining an agent's license in New Hampshire, effect transactions in securities in this state as permitted for the broker-dealer above. 

      III.  A Canadian broker-dealer licensed under this section shall: 

          1.  Maintain its provincial or territorial registration and its membership in a self-regulatory organization or stock exchange in good standing; 

          2.  Provide the Secretary of State, upon request, with its books and records relating to its business in this state as a broker-dealer; 

          3.  Inform the Secretary of State forthwith of any criminal action taken against the broker-dealer or its agent or of any finding or sanction imposed on the broker-dealer as a result of any self-regulatory action involving fraud, theft, deceit, misrepresentation, or similar conduct; and 

          4.  Disclose to its clients in the state that the broker-dealer and its agent are not subject to the full regulatory requirement in this chapter. 

      IV.  An agent of a Canadian broker-dealer licensed under this section shall: 

          1.  Maintain his or her provincial or territorial registration in good standing; 

          2.  Inform the Secretary of State forthwith of any criminal action taken against him or her, or of any finding or sanction imposed on the agent as a result of any self-regulatory or regulatory action involving fraud, theft, deceit, misrepresentation, or similar conduct. 

      V.  A Canadian broker-dealer or agent licensed under this section shall only effect transactions in this state: 

          1.  As permitted in subparagraph I (1) or (2) above; 

          2.  With or through 

                i.  the issuers of the securities involved in the transactions, 

               ii.  other broker-dealers, and 

              iii.  banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940, pension or profit-sharing trusts or other financial institutions or institutional buyers, whether acting for themselves or as trustees; and 

          3.  As otherwise permitted by this chapter. 

      VI.  A Canadian broker-dealer or agent licensed under this section and acting in accordance with the limitations set out in subparagraph (j) is exempt from all the requirements of this chapter, except the anti-fraud provisions and the requirements set out in this section.  Such Canadian broker-dealer or agent may only have its license under this section denied, suspended or revoked for a breach of the anti-fraud provisions of this chapter or the requirements in this section. 

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