NDBF COVID-19 Consumer and Industry Guidance

Please find the Department's Consumer and Industry guidance here or access them under the "About" section.

Issuer-Dealers and Agents

Registration Requirements for Issuer-Dealers and Issuer-Dealer Agents

An issuer-dealer is (a) any issuer located in the State of Nebraska or (b) any issuer which registered its securities by qualification who proposes to sell to the public of the State of Nebraska the securities that it issues without the benefit of another registered broker-dealer. Issuer-dealers and agents must be registered under the Securities Act of Nebraska, except in certain exempt transactions. The issuer-dealer's offering runs concurrently with the registration of the issuer-dealer's securities in the state.

An issuer-dealer or agent may apply for registration by filing an application with the Department and paying an initial registration fee. This registration must be renewed annually. In addition, correcting amendments must be filed whenever a document previously filed with the Department becomes materially inaccurate or incomplete.

Withdrawal of a registration becomes effective 30 days after receipt of an application to withdraw. Fees will be retained by the Department if an application is rejected or withdrawn.

Fees

Issuer-Dealer Registration or Renewal: $100

Issuer-Dealer Agent Registration or Renewal: $40

Issuer-Dealer Required Materials

  • NE Issuer-Dealer Application Form

  • Copy of the issuer’s most recent financial statements (either audited or signed, under penalty of perjury, by an officer, director, trustee, general partner, or limited liability company managing member attesting that the statements are true and accurate to the best of the signer’s knowledge and belief)

  • Materials related to the securities offering

  • Copies of any advertising material the issuer-dealer intends to use

  • Copy of the prospectus the issuer-dealer intends to use

  • If the issuer’s net capital is less than $25,000, the issuer must also file a corporate surety bond in the amount of $25,000.

Once registered, an issuer-dealer must file quarterly reports indicating the amount of securities sold during the period.

Agent Required Materials

Issuer-dealer agents are required to pass the Department-administered Nebraska Securities Law Exam. The examination fee is $5. Those applying for issuer-dealer agent registration must also submit the results of a Nebraska Criminal History Report. This report may be requested through the Nebraska State Patrol.