Study guide
1.1 Key Terms Overview
Series 63 Uniform Securities Agent State Law
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1 Introduction
About the Series 63 Exam How to Use This Guide
2 Chapter 1: USA Definitions
1.1 Key Terms Overview 1.2 Definition of Person 1.3 Definition of Security 1.4 Offer and Sale 1.5 Exclusions from Definitions
3 Chapter 2: Registration of Persons
2.1 Broker-Dealer Registration 2.2 Broker-Dealer Exemptions and Exclusions 2.3 Agent Registration 2.4 Agent Exemptions and Exclusions 2.5 Investment Adviser and IAR Registration 2.6 IA and IAR Exemptions
4 Chapter 3: Registration of Securities
3.1 Registration Methods Overview 3.2 Registration by Coordination 3.3 Registration by Qualification 3.4 Registration by Filing (Notice Filing) 3.5 Exempt Securities and Transactions
5 Chapter 4: Fraudulent and Unethical Practices
4.1 Anti-Fraud Provisions 4.2 Prohibited Business Practices 4.3 Churning and Unauthorized Trading 4.4 Misrepresentation and Omissions 4.5 Market Manipulation 4.6 Insider Trading and Front-Running
6 Chapter 5: Administrative Provisions
5.1 State Administrator Powers 5.2 Investigations and Subpoenas 5.3 Administrative Orders 5.4 Cease and Desist and Injunctions 5.5 Criminal and Civil Penalties
1.1 Key Terms Overview
Key Takeaways Explain This Topic AI
The USA is a model law adopted by most states.
Definitions drive who and what is regulated.
Exclusions remove a person/security from a definition.
Exemptions waive registration but not anti-fraud rules.
The Administrator enforces Blue Sky laws and licensing.
Last updated: October 2026
The Uniform Securities Act (USA) is the foundation of state securities regulation in the United States. Understanding its key definitions is essential for the Series 63: five of the eight sections in NASAA's outline begin with a definition (investment adviser, investment adviser representative, broker-dealer, agent, and securities and issuers).
What Is the Uniform Securities Act?
The Uniform Securities Act is a model statute created by the National Conference of Commissioners on Uniform State Laws (NCCUSL) to guide states in drafting their securities laws. First introduced in 1956 and significantly revised in 2002, the USA provides a framework that most states have adopted—either wholly or with modifications.
Purpose of the USA
- Purpose Description
- Investor Protection Protect investors from fraudulent securities practices
- Supplement Federal Law Fill gaps where SEC jurisdiction doesn't reach
- Uniformity Create consistency across state securities regulations
- Registration Framework Establish requirements for persons and securities
Key Point: State securities laws are commonly called "Blue Sky Laws" —a term originating from early efforts to protect investors from schemes that had "no more basis than so many feet of blue sky."
Why Definitions Matter on the Series 63
The Series 63 exam tests your understanding of who and what falls under state securities regulation. The exam frequently asks you to:
- Identify whether someone meets the definition of a broker-dealer, agent, or investment adviser
- Determine if an instrument qualifies as a security
- Distinguish between exclusions and exemptions
- Exclusions vs. Exemptions
This distinction is critical for the exam:
Concept Meaning Registration Required?
- Exclusion Does NOT meet the definition No—not subject to the rule
- Exemption Meets the definition but is released from requirements No—but still subject to anti-fraud provisions
Exam Tip: Both exclusions and exemptions result in no registration requirement, but for different reasons. Exclusions mean you're "outside" the definition entirely. Exemptions mean you qualify but are given a pass.
Key Defined Terms Overview
The USA defines several critical terms that form the basis of state securities regulation:
- Term Brief Definition
- Person Any individual or legal entity
- Broker-Dealer Entity in the business of effecting securities transactions
- Agent Individual representing a broker-dealer or issuer
- Investment Adviser Person providing securities advice for compensation
- Investment Adviser Representative (IAR) Individual representing an investment adviser
- Issuer Entity that issues or proposes to issue securities
- Security Investment instrument (stocks, bonds, investment contracts, etc.)
- Offer Attempt to dispose of or solicit an offer to buy a security
- Sale Contract to transfer ownership of a security for value
- The Administrator
The Administrator is the state official or agency responsible for administering and enforcing state securities laws. Different states may use different titles:
- Securities Commissioner
- Director of Securities
- Attorney General (in some states)
- Secretary of State (in some states)
- Administrator Powers
- Power Description
- Rulemaking Issue rules and orders
- Licensing Grant, deny, suspend, or revoke registrations
- Investigation Conduct investigations and issue subpoenas
- Enforcement Bring administrative, civil, or criminal actions
- Key Takeaways
- The Uniform Securities Act is model legislation adopted by most states
- State securities laws are called "Blue Sky Laws"
- Understanding definitions is essential—they determine who/what is regulated
- Exclusions mean something doesn't meet the definition; exemptions release from requirements
- The Administrator is the state official who enforces securities laws