Quick Answer
An agent is an individual representing a broker-dealer or issuer in effecting or attempting securities transactions. Clerical work alone does not qualify. Issuer representatives have specific exclusions. Solicitation-based remuneration defeats the current-employee, partner, or director route, rather than every issuer-side exclusion.
The whole unit on one sheet: the three elements, who is excluded, and the activities that force registration anyway.
What Are the Three Elements?
All three must be present:
- An individual (a natural person), never the broker-dealer itself.
- Who represents a broker-dealer or an issuer.
- In effecting or attempting to effect securities transactions.
A partner, officer, or director is an agent only if they actually effect or attempt transactions. Title alone never creates agent status.
Who Falls Outside the Definition?
- Clerical and back-office work: purely administrative support does not trigger agent status, because it does not effect or attempt transactions. There is no separate clerical exclusion. Marketing that solicits securities transactions can qualify.
- Broker-dealer representatives ordinarily register when effecting public transactions. Specified federal relief for qualifying established-customer transactions is a separate exception.
Which Issuer Representatives Escape the Definition?
Representing an issuer is not agent activity in only these situations:
| Category | Detail |
|---|---|
| Five exempt-security types | U.S., state, or municipal government; Canadian or foreign government; bank, savings institution, or trust company; commercial paper meeting the 9-month, $50,000, and top-three-rating tests; employee benefit plan investment contracts noticed to the Administrator as the Act requires |
| Exempt transactions | Any transaction on the exempt-transaction list |
| Certain federal covered securities | SEC-defined qualified-purchaser sales (including Regulation A Tier 2) and qualifying federal-covered Regulation D private placements; not merely exchange-listed stock or fund shares |
| No-commission employee sales | Sales to existing employees, partners, or directors with no commission or remuneration paid for soliciting |
The list is the trap. Credit union, insurance, nonprofit, and public utility securities are exempt from registration but are NOT on this list, so the exempt-security route does not cover their representatives, who must register unless another route applies.
Which Gotchas Are Tested Most?
- An agent is always an individual. A broker-dealer is a firm and is never itself "an agent."
- Commission kills the employee-sale exclusion. The moment any commission or extra pay is tied to soliciting purchases, the exclusion dies.
- Exempt from registration is not the same as excluded from the agent definition. A security can be exempt while its issuer's representative still must register.
- Federal covered does not mean excluded. This issuer-representative route covers qualified-purchaser sales and qualifying federal-covered Regulation D private placements, not every federal-covered category.
One-Breath Recap
An agent is an individual who represents a broker-dealer or issuer in effecting or attempting securities transactions; title alone is insufficient. Purely clerical staff fall outside the definition because they do not effect transactions. Issuer representatives have specific exclusions for five exempt-security classes, qualifying exempt transactions, SEC-defined qualified-purchaser sales, and qualifying federal-covered Regulation D private placements. Another route covers transactions with the issuer's existing employees, partners, or directors without solicitation remuneration. A broker-dealer representative handling ordinary public business generally must register.
Need more than the recap? Read the full Definition of an Agent of a Broker-Dealer unit.