Beware of False Claims About Registration Statements
Securities Lawyer 101
The SEC issued a recent investor alert to warn the public about potentially fraudulent investment schemes that involve individuals or firms misrepresenting that they have filed registration statements with the SEC. Investors should be careful to check the background, including license and registration statement status, of any person who tries to sell them an investment product or service, and should avoid investing with anyone who falsely represents that they are registered with the SEC.
Fraudsters may try to lure you into investing with them by falsely claiming to have filed a registration statement with the SEC. In a recent fraud case brought by the SEC, SEC v Fleet Mutual Wealth, the defendants allegedly promised investors guaranteed returns of 2-3% per week through the use of a high frequency trading strategy, but instead operated a pyramid scheme.
The defendants allegedly recruited investors by misrepresenting that their firm was “registered” or “duly registered” with the SEC and pointing to the firm’s Form D filings to support this misrepresentation.
A Form D filing has nothing to do with whether an individual or firm is registered with the SEC.
Registration of Individuals and Firms
Many sellers of investment products or services are either brokers, investment advisers, or both. Most brokers must register with the SEC and join the Financial Industry Regulatory Authority (FINRA). Investment advisers that provide investment advice to retail investors generally must register with the SEC or the state securities regulator where they have their principal place of business.
The fact that an individual or firm has made a filing with the SEC does not mean that the individual or firm is registered with the SEC. If an individual or firm offering you an investment product or service claims to be registered with the SEC, verify that this is true:
- Determine whether a firm is registered with the SEC as a broker and whether key individuals are duly licensed, and check whether there is a history of investor complaints or problems with regulators, by using FINRA’s Broker Check or by calling the FINRA Broker Check Hotline at (800) 289-9999.
- Determine whether a firm’s registration with the SEC as an investment adviser is active and whether any required licenses of individuals are current, and review disciplinary history by searching the SEC’s Investment Adviser Public Disclosure (IAPD) database:
- To check a firm, select the SEC Registration Status hyperlink.
- To check an individual, review the Qualifications section of an Investment Adviser Representative Report Summary.
In addition, always contact your state securities regulator to determine whether an individual or firm is licensed or registered with your state securities regulator to do business with you, and ask about any complaints. Find contact information for your state securities regulator by visiting the North American Securities Administrators Association (NASAA)’s website or by calling NASAA at (202) 737-0900.
Registration of Securities Offerings and Form D
Under the federal securities laws, a company or private fund may not offer or sell securities unless the transaction has been registered with the SEC or an exemption from registration applies. Companies and private funds that offer and sell securities in reliance on certain exemptions from registration are required to file a brief notice known as Form D. Form D filings are publicly available in the EDGAR database.
Form D requires basic information about the issuer of the securities and the unregistered securities offering, such as information about the issuer’s executive officers, the size of the offering, and the date of first sale. The SEC does not verify the accuracy of the information in a Form D filing, and a Form D filing cannot be used to accomplish registration of individuals or firms with the SEC, or registration of securities offerings with the SEC.
You should not trust any individual or firm that points to a Form D filing as evidence of registration – in any capacity – with the SEC. If individuals or firms falsely claim that they are registered with the SEC, do not trade with them, do not give them any money, and do not share your personal information with them. Submit a complaint and report their misrepresentations to the SEC.
Additional Resources Available on SEC.gov
To recognize the hallmarks of a pyramid scheme, such as promises of high returns in a short time period, read our Investor Alert, Beware of Pyramid Schemes Posing as Multi-Level Marketing Programs.
For a list of entities that the SEC has determined are not U.S. registered securities firms, see Public Alert: Unregistered Soliciting Entities
For guidance on choosing a financial professional, review our Investor Bulletin, Top Tips for Selecting a Financial Professional.
To learn more about unregistered securities offerings, read:
- Investor Alert: Advertising for Unregistered Securities Offerings
- Regulation D Offerings
- Investor Bulletin: Accredited Investors
- Investor Alert: Private Oil and Gas Offerings
Contact the SEC
If you have questions about checking the license or registration status of an individual or firm, submit a question to the SEC or call the SEC’s toll-free investor assistance line at (800) 732-0330 (dial 1-202-551-6551 if calling from outside of the United States).
- Visit Investor.gov, the SEC’s website for individual investors
- Receive SEC Investor Alerts and Bulletins by email or RSS feed
- Follow the Office of Investor Education and Advocacy on Twitter @SEC_Investor_Ed
For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit www.securitieslawyer101.com. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855