MSRB Municipal Advisor Registration Deadline and SEC Guidance on Definition of Municipal Advisor
Municipal advisors that have engaged in any municipal advisory activities on or after October 1, 2010 are reminded that they must register with the MSRB by no later than December 31, 2010 in order to avoid violating applicable MSRB rules adopted pursuant to the MSRB’s expanded regulatory authority under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).[1] Any municipal advisor that engages in municipal advisory activities after December 31, 2010 without having first registered with the MSRB also will be in violation of MSRB rules. Any broker, dealer or municipal securities dealer (“dealer”) that acts as a municipal advisor is required to register with the MSRB as a municipal advisor even if the dealer has previously registered with the MSRB as a dealer. Municipal advisor registration instructions are available on the registration page of the MSRB’s website, at www.msrb.org.
Prior to registering with the MSRB, all municipal advisors must first register with the Securities and Exchange Commission (“SEC”) under its temporary registration process through the SEC’s website on SEC Form MA-T.[2] Municipal advisors are required to register with both the SEC and the MSRB – registration with one regulatory organization will NOT satisfy the registration requirement of the other regulatory organization.
On December 20, 2010, the SEC published a proposal to establish a permanent SEC registration regime under the Dodd-Frank Act that would, upon approval and implementation, replace the SEC’s temporary registration process, currently expected to occur on or about December 31, 2011 (the “SEC Proposal”).[3] In the SEC Proposal, the SEC discusses a number of interpretative issues relevant in determining whether a market participant is considered a municipal advisor for purposes of the Dodd-Frank Act and therefore is subject to the registration and regulatory requirements of the SEC and the MSRB. Any market participant that is uncertain about whether it is engaging in municipal advisory activities requiring registration with the SEC and the MSRB should review the SEC Proposal.
Questions about the registration process may be directed to the MSRB Market Information Department at 703-797-6668.
December 29, 2010
[1] For more details about the MSRB registration process for municipal advisors, see “Reminder to Municipal Advisors About January 1, 2011 Registration Deadline,” MSRB Notice 2010-55 (December 13, 2010); “MSRB Amends Registration Rules for Dealers and Municipal Advisors,” MSRB Notice 2010-49 (November 15, 2010); “MSRB Opens Municipal Advisor Registration System,” MSRB Notice 2010-50 (November 15, 2010).
[2] Municipal advisors may register with the SEC through the SEC’s municipal advisor registration page on its website, www.sec.gov.
[3] See “Registration of Municipal Advisors,” Exchange Act Release No. 63576 (December 20, 2010).
