Quick Answer
Agent and IAR registration share the same mechanics: Form U4, tied registration, an irrevocable consent to service of process, December 31 expiration, and the same denial and revocation grounds. The tested differences are the qualifying exams, the professional-designation waiver (IARs only), the de minimis exemption (IARs only), and the place-of-business rule for federal covered advisers.
This final section pulls together everything you've learned about investment adviser representative (IAR) registration and compares it side-by-side with agent registration. Many rules are identical, but the differences are what the exam tests.
How Do Agent and IAR Registration Compare Side by Side?
| Feature | Agent (of Broker-Dealer) | IAR (of Investment Adviser) |
|---|---|---|
| Statutory definition | USA agent definition | USA IAR definition |
| Registration form | Form U4 | Form U4 |
| Must be employed by | Registered broker-dealer (BD) or issuer | Registered investment adviser (IA) or federal covered adviser |
| Tied registration | Yes; inactive without a BD | Yes; ineffective without a state-registered IA. For a federal covered adviser, the adviser instead may not employ an unregistered, non-exempt in-state IAR |
| Federal covered adviser IARs | N/A | Must be registered or exempt in states where IAR has a place of business |
| Exam requirement | Series 63 | Series 65, or Series 66 + Series 7 + SIE |
| Professional designation waiver | None for Series 63 | A qualifying designation (current and in good standing) waives the whole exam requirement |
| De minimis exemption | None. Agents get no client-count allowance and no no-office exception | 5 or fewer non-institutional clients, no in-state office (the no-office condition governs both this and the institutional-only route) |
| Consent to service of process | Yes; irrevocable | Yes; irrevocable |
| Annual expiration | December 31 | December 31 |
| Denial/revocation grounds | USA statutory grounds | Same statutory grounds |
| Who must give termination notice | Both the agent and the BD or issuer (on a move between firms, all three parties notify) | Exactly one party, and which one flips on adviser type: the firm notifies for an IAR of a state-registered IA; the IAR notifies for an IAR of a federal covered adviser |
| Withdrawal effective | 30 days, or sooner if the Administrator determines | 30 days, or sooner if the Administrator determines |
Exam Tip: Gotchas
A row-by-row match on this table is the fastest way to answer a "which of the following is a similarity/difference" question. If a row is identical for both columns, it is a similarity; if it names a rule that exists in only one column (de minimis, professional designation waiver, place-of-business), it is a tested difference.
What Do Agents and IARs Share?
Several elements are identical for agents and IARs:
- Both use Form U4 for registration, and both require prompt notice to the Administrator on termination. Note that only the fact of prompt notice is shared: who must give it differs, which is a tested distinction covered in the differences above
- Both have tied registration that becomes inactive when they leave their sponsoring firm
- Both require consent to service of process that is irrevocable and survives termination
- Both expire on December 31 and require annual renewal
- Both face the same statutory grounds for denial, revocation, suspension, and cancellation under the USA
- Both have 30-day withdrawal periods with the same exception for pending proceedings
What Are the Key Differences?
The exam focuses on four key differences:
1. Qualifying Exams
- Agents: Series 63 is the state law exam
- IARs: Series 65 alone, or the Series 66 + Series 7 + SIE combination
2. Professional Designation Waivers
- Agents: No professional designation can waive the Series 63 requirement
- IARs: A qualifying professional designation, current and in good standing, waives the entire exam requirement, not just one exam in it
3. De Minimis Exemption
- Agents: no de minimis at all. A single transaction in a state requires registration there. The five-client allowance belongs to advisers and their representatives, never to agents
- IARs: Clear de minimis exemption for IAs with no place of business in the state and 5 or fewer non-institutional clients (or only institutional clients) in the past 12 months
4. Place-of-Business Rule for Federal Covered Advisers
- Agents: Not applicable (there is no "federal covered broker-dealer" equivalent in this context)
- IARs: IARs of federal covered advisers must register only in states where they have a place of business, not wherever they have clients
Exam Tip: Gotchas
- The grounds for denial, revocation, and suspension are the SAME for both agents and IARs under the USA. There is no need to memorize separate lists.
- The biggest testable differences are: (1) the qualifying exams, (2) the professional designation waiver available only to IARs, (3) the de minimis exemption for IARs, and (4) the place-of-business rule for IARs of federal covered advisers.
What Should You Check on Exam Day?
- Form U4, tied registration, an irrevocable consent to service of process, December 31 expiration, and 30-day withdrawal are identical for agents and IARs
- The denial and revocation grounds are the same statutory list for both
- Only IARs get a professional-designation exam waiver and a de minimis exemption; agents get neither
- The place-of-business rule for federal covered adviser IARs has no agent equivalent
- Termination notice differs in who must give it: both the agent and the BD/issuer notify on an agent's move, while for an IAR it is exactly one party, determined by whether the IA is state-registered or federal covered