Georgia securities dealer registration is the process of filing the Uniform Application for Broker-Dealer Registration (Form BD) with the Georgia Secretary of State’s Securities Division so a firm can legally sell securities inside the state. Any firm that wants to transact securities business in Georgia must register as a broker-dealer first, unless it qualifies for a narrow exemption under the Georgia Uniform Securities Act of 2008.
This guide walks you through every part of the filing at a 9th-grade reading level, even though the rules behind it are dense. Georgia processes most broker-dealer filings through FINRA’s Central Registration Depository, and a single missing balance sheet or a wrong answer on a disclosure question can stall an application for weeks. In fiscal year terms, FINRA’s CRD system handles registrations for more than 3,000 broker-dealer firms and over 600,000 registered individuals nationwide, so the smallest error can sit in a long queue before anyone catches it.
Here is what you will learn in this guide:
- 📋 What Form BD is, who must file it, and the exact Georgia statute that requires it.
- 🗂️ Every document and number you must gather before you open the application.
- 🖊️ A line-by-line walkthrough of each major Form BD item and Georgia supplement.
- 💵 The real fees, deadlines, and penalties tied to each step of the filing.
- ⚠️ The field-level mistakes that get applications delayed or denied, and how to dodge them.
What the Form Is and Who Must File It
The core form is the Uniform Application for Broker-Dealer Registration, known as Form BD. It is a single application used by every U.S. state and the SEC to register a securities firm. In Georgia, the form is received by the Office of the Secretary of State, Securities Division, which acts as the state’s securities Commissioner. The law that requires it is O.C.G.A. § 10-5-30, which makes it unlawful to transact business in Georgia as a broker-dealer unless the person is registered.
The plain-English meaning of that statute is simple. If your firm buys or sells securities for customers, or for its own account as part of a business, you must be registered before you take your first order. The consequence of ignoring this rule is steep: the Commissioner can issue a cease and desist order, impose fines, and even refer the matter for criminal prosecution. As a real example, a small advisory shop in Atlanta that began placing client trades before its Form BD was approved would be transacting unlawfully from day one, even if the paperwork was “almost done.”
A common misconception is that SEC registration alone covers you in Georgia. It does not. Federal registration and FINRA membership are prerequisites for the electronic path, but Georgia still requires its own state filing through the CRD system before you can solicit Georgia residents. The agencies that interact here are the Georgia Securities Division (the receiver), the SEC (federal registration), and FINRA (which operates CRD and reviews firm membership), and each plays a distinct gatekeeping role.
The rule that spells out exactly what a complete Georgia application looks like is Ga. Comp. R. & Regs. 590-4-5-.01. It lists the Form BD, a Form U-4 for the designated officer, the firm’s organizing documents, a recent balance sheet, and the fee. Read that rule once before you start so you know the finish line, because a filing that is missing any single item is treated as incomplete and will not be approved.
Before You Start: Documents and Information You Need
Gather everything below before you open Form BD. Each missing item can stall or void the filing, so treat this as a hard checklist.
- CRD number and FINRA entitlement. Your firm needs a CRD account and Super Account Administrator access, because without entitlement you cannot submit Form BD electronically at all.
- Form BD data. Have the firm’s full legal name, every “doing business as” name, and the principal office address ready, since a name mismatch with your charter triggers a hold.
- SEC registration status. Know whether your firm is SEC-registered, because Item 2 forces you to declare it and the wrong answer creates a jurisdictional conflict.
- Articles of incorporation or organization. You must attach a certified copy of your charter, and Georgia rejects applications that lack proof of the firm’s legal form.
- Recent balance sheet. Rule 590-4-5-.01 requires a balance sheet dated no more than 90 days before filing, so an old statement is automatically rejected.
- Designated officer details. Pick the control person who will hold the firm’s Form U-4, because Georgia will not register a firm with no qualified principal attached.
- Direct owner and executive list. You need names, ownership percentages, and Social Security or tax IDs for every direct owner, since these populate the firm’s Schedule A.
- Disclosure records. Pull every regulatory action, criminal record, and financial event for the firm and its control people, because Item 11 disclosures must be exact and complete.
- Fee payment method. Have funds in your CRD Flex-Funding account or a check ready, since the $250 initial fee must accompany the filing.
- Branch office addresses. List any Georgia branch locations now, because each branch needs a Form BR and a $25 fee at registration.
If any item is missing when you file, the application does not start the clock. The Commissioner treats an incomplete package as never filed, which means weeks of delay while you scramble to supply the missing balance sheet or charter.
Where to Get the Form and How to Access It
Form BD lives in two places, and the path you use depends on whether your firm is a FINRA member. FINRA members and applicants for membership file electronically through the Web CRD system, where Form BD is built into the online interface. Non-FINRA-member firms file the form in paper directly with the Georgia Commissioner, using the official Form BD PDF published by the SEC.
To reach the electronic version, your firm must first obtain FINRA entitlement. A Super Account Administrator sets up the account, and only then can you open and complete Form BD inside CRD. This step trips up new firms, because they assume they can log in and file the same day, when entitlement approval itself can take several business days.
The current Form BD is the version maintained by the SEC and used across all states; confirm you are on the latest revision printed at the bottom of the official PDF before you enter data, since states reject outdated form versions. Under Rule 590-4-5-.01(4), any uniform form submitted through CRD that designates Georgia as a jurisdiction is “deemed to be filed with the Commissioner.” That language matters: your electronic submission counts as an official Georgia filing the moment you select Georgia, so do not select the state until your package is complete.
A common misconception is that the paper and electronic forms are different documents. They are the same Form BD; only the delivery channel changes. The consequence of confusing the two is real, because a FINRA member who mails a paper Form BD has filed through the wrong channel, and Georgia will direct the firm to refile through CRD.
Step-by-Step: How to Fill Out Form BD Line by Line
Form BD is organized into numbered Items at the top, followed by Schedules A through E and the Disclosure Reporting Pages. Work through them in order. Below, each major Item and Georgia supplement gets its own walkthrough.
Item 1 — Exact Name of Applicant
This field asks for the firm’s full legal name exactly as it appears on its charter. To answer it, type the name in the format shown on your articles of incorporation, including “Inc.,” “LLC,” or “LP,” with no abbreviations the charter does not use. For example, Peachtree Capital Partners, LLC enters its name precisely as the Georgia Secretary of State recorded it.
A nuance arises when a firm uses a trade name. If you do business under a different brand, you list the legal name here and report the “doing business as” name in the appropriate later field, not in Item 1. The most common mistake is entering a shortened or marketing version of the name, which causes a mismatch against your charter and the SEC’s records, and that mismatch triggers a processing hold while the Division asks you to confirm the legal name.
A misconception people hold is that small punctuation differences do not matter. They do, because the Division and FINRA cross-check the name character by character against state corporate records, and even a missing comma can flag the filing for manual review.
Item 2 — SEC Registration Status
This field asks whether your firm is registered, or is applying to register, with the SEC as a broker-dealer. To answer it, check the box that matches your true status and enter your SEC file number if you have one. For example, Marcus Bell, filing for his new firm Bell Securities Inc., checks “applying for SEC registration” and leaves the file number blank until the SEC assigns it.
A nuance appears for firms that intend to be state-registered only. Most Georgia broker-dealers are also SEC-registered, but a firm that handles only intrastate business may not be, and the answer must reflect that exact plan. The common mistake is checking “registered” before the SEC has actually approved the firm, which creates a conflict that the reviewer must resolve before moving forward.
The misconception here is that SEC and Georgia registration happen as one combined step. They do not, because the SEC, FINRA, and Georgia each review the same Form BD separately, and you must track each approval on its own.
Item 3 — Other Regulators and SRO Membership
This field asks you to identify the self-regulatory organization (SRO) you belong to and the states where you are or will be registered. To answer it, check FINRA if you are a member and mark Georgia among your requested jurisdictions. For example, Bell Securities Inc. checks FINRA as its SRO and selects Georgia, New York, and Florida as the states it will enter.
A nuance is that selecting Georgia here is the act that sends the filing to the Georgia Commissioner under Rule 590-4-5-.01(4)(b). The common mistake is forgetting to check Georgia at all, which means the firm never actually files with the state even though it completed the form. The direct consequence is that the firm believes it is registered in Georgia when it is not, and any Georgia business it does is unlawful.
The misconception is that listing a state “reserves” registration for later. It does not, because checking the box is the filing itself, and the fee and review begin the moment Georgia is selected.
Item 7 — Control Affiliates and Other Businesses
This field asks whether the applicant controls, is controlled by, or is under common control with any other investment-related business. To answer it, check yes or no, and if yes, identify each affiliate on the appropriate schedule. For example, Peachtree Capital Partners, LLC, owned by a parent holding company, checks yes and lists the parent on Schedule C.
A nuance involves passive owners. A person who owns a large stake but takes no active role may still be a “control affiliate” under federal definitions, so review the threshold carefully. The common mistake is omitting an affiliate to keep the form short, which is a material misstatement that can lead to denial and, in serious cases, an enforcement referral.
The misconception is that only majority owners count. Control can exist at 25 percent ownership or through management power, so the test is broader than a simple majority.
Item 11 — Disclosure Questions
This is the field most filers fear. It asks a long series of yes/no questions about the firm’s and its control persons’ criminal, regulatory, civil, financial, and customer-complaint history. To answer it, read each sub-question slowly and answer truthfully, and for every “yes,” complete the matching Disclosure Reporting Page (DRP). For example, Marcus Bell, who once settled a customer dispute at a prior firm, answers “yes” to the relevant sub-question and attaches a DRP that explains the settlement in full.
A nuance is that the look-back is not limited to recent events; many sub-questions cover the firm’s and the individuals’ entire history. The common mistake is answering “no” to a question that a background check later contradicts, and the consequence is severe, because a false Item 11 answer is treated as a misrepresentation that can sink the application and the individual’s career.
The misconception is that expunged, dismissed, or old matters never need disclosure. Many still do, so when in doubt, disclose and explain rather than guess, because the cost of over-disclosing is small and the cost of hiding an event is enormous.
Execution and Signature Page
This field requires an authorized officer to sign and certify that the information is true and complete. To answer it, the firm’s authorized principal types or signs their name, title, and the date in MM/DD/YYYY format. For example, Marcus Bell signs as “President” and dates the execution 06/01/2026.
A nuance is that the signer must have authority to bind the firm; a junior employee cannot sign. The common mistake is leaving the date blank or signing with an unauthorized title, which voids the certification and forces a refiling. The misconception is that an electronic submission needs no signature, when in fact the CRD execution screen is the legal equivalent of signing, and submitting it carries the same penalties for false statements.
Georgia Supplement 1 — Form U-4 for the Designated Officer
Georgia requires a Form U-4 for a designated officer who is a control person of the firm, under Rule 590-4-5-.01(2). To answer it, complete the U-4 for that officer with their personal, employment, and disclosure history, and confirm they have passed the required qualification exams. For example, Marcus Bell files his own U-4 as the firm’s designated principal.
A nuance is timing: if that officer later resigns, the firm must register a replacement within 30 days. The common mistake is naming an officer who has not passed the needed exams, which blocks the firm’s registration entirely. The misconception is that any owner can serve, when the rule requires a control person who meets the federal definition and the exam standards.
Georgia Supplement 2 — Articles of Incorporation or Organization
This requirement asks for a certified copy of the document that shows the firm’s legal form, under Rule 590-4-5-.01(1)(c). To answer it, attach articles of incorporation, articles of organization, a partnership agreement, or a trust agreement, certified by the jurisdiction or by an officer of the firm. For example, Peachtree Capital Partners, LLC attaches its certified articles of organization stamped by the Georgia Secretary of State.
A nuance is that out-of-state firms attach the charter from their home state, not a Georgia one. The common mistake is sending an uncertified draft, which does not satisfy the rule and stalls the filing. The misconception is that the firm’s name on the website is enough proof of structure, when only the certified organizing document counts.
Georgia Supplement 3 — Balance Sheet
This requirement asks for a balance sheet dated within 90 days of filing, prepared under generally accepted accounting practices, per Rule 590-4-5-.01(1)(d). To answer it, attach a CPA-prepared balance sheet, or one attested by the firm’s principal financial officer using the exact sworn statement the rule provides. For example, Bell Securities Inc. attaches a balance sheet dated 05/15/2026 with its CFO’s notarized attestation.
A nuance is the precise wording of the attestation, which the rule quotes verbatim, so copy it exactly. The common mistake is submitting a balance sheet older than 90 days, which is automatically rejected and forces a fresh statement. The misconception is that any internal spreadsheet works, when the rule demands GAAP-based figures and either CPA preparation or a sworn officer attestation.
Georgia Supplement 4 — Form BR for Branch Offices
If the firm has Georgia branch locations, it files a Uniform Branch Office Registration Form (Form BR) for each, under Rule 590-4-5-.01(3). To answer it, submit Form BR through CRD for each branch and pay the $25 fee, then designate a supervisor for that location. For example, Peachtree Capital Partners, LLC files a Form BR for its Savannah office and names a registered agent as supervisor.
A nuance is that no sales activity may occur at a branch until the Commissioner approves it. The common mistake is opening a branch and selling before approval, which is unlawful activity at an unregistered location. The misconception is that the head office registration covers all branches, when each location needs its own Form BR, fee, and supervisor.
The Registration Fee
The final required element is the fee. Under O.C.G.A. § 10-5-39, the firm pays $250 to file the initial broker-dealer application and $100 to renew. To answer it, fund the fee through your CRD Flex-Funding account for electronic filings, or include a check with a paper filing. For example, Bell Securities Inc. authorizes a $250 draw from its CRD account when it submits.
A nuance is that each agent costs an extra $50 to register and each branch $25, so budget the full package, not just the firm fee. The common mistake is underfunding the CRD account, which causes the submission to fail silently and delays the start of review. The misconception is that the fee is refundable if you change your mind, when the statute says the Commissioner keeps the fee even if the filing is denied or withdrawn.
Three Filled-Out Examples Using Real Scenarios
Below are three common Georgia broker-dealer filers, each followed through the form from start to finish.
Scenario 1: Marcus Bell, founder of a brand-new Georgia broker-dealer (FINRA/CRD path)
| Form Section | What Marcus Enters |
|---|---|
| Item 1 — Exact Name | Bell Securities Inc. |
| Item 2 — SEC Registration | Checks “applying for SEC registration” |
| Item 3 — SRO and States | FINRA member; selects Georgia |
| Item 7 — Control Affiliates | No |
| Item 11 — Disclosure | Yes; attaches DRP for a prior settled complaint |
| Designated Officer U-4 | Files his own U-4 as President and principal |
| Articles | Certified Georgia articles of incorporation |
| Balance Sheet | Dated 05/15/2026, CFO notarized attestation |
| Fee | $250 drawn from CRD Flex-Funding |
| Execution | Signs as “President,” dated 06/01/2026 |
Scenario 2: Janet Cho, compliance officer at an out-of-state FINRA member expanding into Georgia
| Form Section | What Janet Enters |
|---|---|
| Form BD Action | Amends existing Form BD in CRD |
| Item 3 — States | Adds Georgia to current jurisdiction list |
| Item 1 — Name | Lakeshore Brokerage, LLC (unchanged) |
| Existing Disclosure | Confirms current Item 11 answers remain accurate |
| Articles | Files certified home-state articles of organization with the Commissioner |
| Balance Sheet | Submits balance sheet dated within 90 days |
| Designated Officer | Confirms a control person already registered via CRD |
| Branch (Form BR) | Files Form BR for the new Atlanta office, $25 |
| Fee | $250 initial Georgia fee from CRD account |
| Result | Georgia added as an active jurisdiction |
Scenario 3: Aisha Rahman, owner of a non-FINRA-member firm filing on paper
| Form Section | What Aisha Enters |
|---|---|
| Filing Channel | Mails paper Form BD to the Commissioner |
| Item 1 — Name | Rahman Intrastate Securities, LLC |
| Item 3 — SRO | Marks “no SRO membership” |
| Item 11 — Disclosure | No; answers each sub-question truthfully |
| Articles | Encloses certified Georgia articles of organization |
| Balance Sheet | Encloses CPA-prepared balance sheet under 90 days old |
| Designated Officer U-4 | Encloses paper U-4 for herself as control person |
| Branch (Form BR) | Encloses paper Form BR for one office, $25 |
| Fee | Encloses a $250 check |
| Proof | Keeps certified-mail receipt as proof of filing |
How to File the Completed Form
Georgia offers two filing channels, and your firm’s FINRA status decides which one you must use.
Electronic (CRD) — for FINRA members and applicants. Submit Form BD and the designated officer’s Form U-4 through the Web CRD system and select Georgia as a jurisdiction. You still mail the paper supplements, namely the certified charter, the balance sheet, any additional information, and the fee confirmation, directly to the Commissioner under Rule 590-4-5-.01(4)(a). Pay the $250 firm fee through your CRD Flex-Funding account, which accepts ACH transfers. Processing typically runs a few weeks once the package is complete, and your proof of filing is the CRD submission confirmation plus your mailing receipt for the supplements.
Paper — for non-FINRA-member firms. Mail the complete package, the Form BD, the officer’s Form U-4, the certified organizing documents, the balance sheet, any branch Form BR filings, and a check, to the Office of the Secretary of State, Securities Division, in Atlanta. Confirm the current mailing address on the Securities Division page before sending, because agency addresses change. Pay by check made out to the agency, and keep a copy of the entire package plus a certified-mail receipt as your proof of filing.
In both channels, keep dated copies of everything you submit. If the Division later asks why a fee was paid or when a balance sheet was sent, your receipts and copies are the only proof that protects you.
What Happens After You File
After you submit, the Georgia Securities Division reviews the package for completeness and reviews the disclosure history of the firm and its control people. If anything is missing, such as an outdated balance sheet or an unsigned attestation, the Division sends a deficiency notice, and the clock does not truly start until you cure it. A clean, complete filing usually moves faster than a rushed one, so front-loading accuracy saves time.
If the firm and its people clear review, the Commissioner approves the registration and the firm may begin transacting securities business in Georgia. Until that approval, the firm may not solicit or trade for Georgia customers, even if FINRA and the SEC have already cleared it. The misconception that “approved by FINRA means approved in Georgia” causes real harm, because acting early is unlawful under O.C.G.A. § 10-5-30.
Once registered, the firm must keep its Form BD current by filing amendments when any answer changes, such as a new disclosure event, an address change, or a new control person. Registration is not permanent; it must be renewed each year. Failing to amend promptly can be treated as a reporting violation, which exposes the firm to fines and heightened scrutiny.
Mistakes to Avoid When Filling Out the Form
- Entering a marketing name in Item 1 instead of the legal name, which triggers a name-mismatch hold.
- Forgetting to select Georgia in Item 3, which means the firm never actually files with the state.
- Answering “no” on an Item 11 disclosure that a background check later contradicts, which is treated as a misrepresentation.
- Submitting a balance sheet older than 90 days, which the Division rejects automatically.
- Using an uncertified copy of the articles, which fails the proof-of-structure requirement.
- Naming a designated officer who has not passed the required exams, which blocks the whole registration.
- Underfunding the CRD Flex-Funding account, which causes the submission to fail without an obvious error.
- Opening a Georgia branch and selling before the Commissioner approves the Form BR, which is unlawful activity.
- Mailing a paper Form BD as a FINRA member, which is the wrong channel and forces a refiling.
- Leaving the execution date blank or signing without authority, which voids the certification.
- Assuming SEC or FINRA approval covers Georgia, which leads to unlawful early transactions.
- Skipping a control affiliate in Item 7 to keep the form short, which is a material omission that can cause denial.
Do’s and Don’ts
Do’s
- Do read Rule 590-4-5-.01 first, because it lists every item that makes a filing complete.
- Do match your firm name to the charter exactly, because the Division cross-checks it character by character.
- Do disclose every Item 11 event in full, because honesty protects both the firm and the individual.
- Do date your balance sheet within 90 days of filing, because anything older is rejected.
- Do fund your CRD account before submitting, because an underfunded account stalls the filing.
- Do keep dated copies and mailing receipts, because they are your only proof of timely filing.
Don’ts
- Don’t transact business before approval, because O.C.G.A. § 10-5-30 makes that unlawful.
- Don’t guess on disclosure questions, because a false answer can end a career.
- Don’t omit affiliates or owners, because material omissions can lead to denial.
- Don’t reuse an old balance sheet, because the 90-day rule is strict.
- Don’t open a branch before its Form BR is approved, because pre-approval sales are unlawful.
- Don’t assume the fee is refundable, because the Commissioner keeps it even on denial or withdrawal.
Pros and Cons of Filing on Your Own vs. With Help
| Filing on Your Own | Filing With a Compliance Professional |
|---|---|
| Pro: You save the cost of outside fees, which matters for a small startup. | Pro: An expert spots Item 11 disclosure traps before they cause a denial. |
| Pro: You learn the system firsthand, which helps with future amendments. | Pro: They know the exact balance-sheet attestation wording the rule demands. |
| Pro: You control the timeline directly without waiting on a third party. | Pro: They manage CRD entitlement and Flex-Funding so submissions do not fail. |
| Pro: Simple, clean-history firms can often file without much trouble. | Pro: They coordinate the SEC, FINRA, and Georgia steps so nothing slips. |
| Pro: No risk of miscommunication between you and an outside filer. | Pro: They reduce the odds of a deficiency notice that delays approval. |
| Con: One wrong disclosure answer can sink the application. | Con: Professional help adds cost that a tiny firm may feel. |
| Con: New filers often miss CRD entitlement timing. | Con: You depend on their schedule and responsiveness. |
| Con: The 90-day balance-sheet rule catches many first-timers. | Con: You may learn less about your own filing. |
| Con: Mistakes can mean a denial and a kept fee. | Con: Sharing sensitive records with a third party. |
| Con: You carry the full burden of accuracy. | Con: Not every advisor knows Georgia’s specific paper supplements. |
FAQs
Do I have to register in Georgia if my firm is already SEC-registered?
Yes. SEC registration and FINRA membership are not enough. You must still file Form BD through CRD and select Georgia before you transact business with Georgia residents.
Do I file Form BD on paper if my firm is a FINRA member?
No. FINRA members file Form BD electronically through CRD. Only non-FINRA-member firms file Form BD in paper directly with the Georgia Commissioner.
Do I write my firm’s trade name in Item 1?
No. Item 1 takes the exact legal name on your charter. Report any “doing business as” trade name in the separate field built for it, not in Item 1.
Do I need to check Georgia in Item 3 to register in the state?
Yes. Selecting Georgia is the act of filing with the Commissioner. If you skip that box, your firm never actually files in Georgia even after completing the form.
Do old or dismissed events still need disclosure in Item 11?
Yes. Many sub-questions cover events regardless of age or outcome. When unsure, disclose and explain, because a hidden event is far more damaging than over-disclosure.
Do I need a balance sheet, and how recent must it be?
Yes. Georgia requires a GAAP balance sheet dated within 90 days of filing, prepared by a CPA or attested by your principal financial officer using the exact sworn wording.
Do I pay a separate fee for each branch office?
Yes. Each branch office costs $25 and needs its own Form BR plus a designated supervisor. No sales may happen there until the Commissioner approves it.
Do I get my $250 fee back if my application is denied?
No. Under O.C.G.A. § 10-5-39, the Commissioner keeps the fee even if the filing is denied or withdrawn, so file carefully the first time.
Do I need to register an officer along with the firm?
Yes. Georgia requires a Form U-4 for a designated control-person officer who has passed the needed exams. The firm cannot register without that qualified principal attached.
Do I have to mail anything if I file electronically through CRD?
Yes. Even electronic filers must mail the paper supplements, the certified charter, the balance sheet, and any extra information, directly to the Commissioner.
Do I need to renew my Georgia broker-dealer registration?
Yes. Registration is annual. The renewal fee is $100 for the firm, and you renew through the CRD year-end renewal cycle to stay in good standing.
Do I update Form BD after I am registered?
Yes. You must amend Form BD whenever an answer changes, such as a new disclosure event, address, or control person. Late amendments can be treated as reporting violations.
Do I sign Form BD if I submit it through CRD?
Yes. The CRD execution screen is the legal equivalent of signing. Submitting it carries the same penalties for false statements as a wet signature on paper.
Do I list a 30 percent passive owner as a control affiliate in Item 7?
Yes. Control can exist at a 25 percent stake or through management power, so a 30 percent owner generally must be reported even if they take no active role.
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