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Preeti Sinha

I’ve heard about foreign brokers. How is this different from foreign finders?

Answers

Philip Cohen
January 27, 2016 10:03 AM  Philip Cohen

A Foreign Finder is registered in the US and works under/with a broker-dealer. A Foreign Broker, on the other hand is a foreign person or entity who acts outside of the United States and who does not need to be registered in the United States, as long as they adhere to certain guidelines of operations in practice, particularly with respect to people who are in the United States and citizens of the United States. Foreign Brokers provide certain advantages because of the fact that they do not need to act in quite the same way as anyone acting in a broker capacity who is based in the US. If you use a Foreign Broker it is important to note that they must abide by the securities laws of their own countries.

Please note that I am not a securities attorney, but I have discussed this particular issue with several who are. This answer is not intended to provide legal advice and should be verified with legal counsel.

Russell C. Weigel, III
April 10, 2016 04:58 AM  Russell C. Weigel, III

From the definitional perspective of the U.S. securities laws, there is no difference under current law between a broker and a finder, whether domestic or foreign. A finder is a broker.

Marko Issever
December 30, 2018 12:05 AM  Marko Issever

According to Rule 15a-6 defines permissible activities which foreign broker-dealers may undertake in the United States
without becoming subject to the broker-dealer
registration requirements of the Securities Exchange Act
of 1934 (the “Exchange Act”) fall into four basic areas: (i) effecting unsolicited transactions, (ii) distributing research reports to certain institutional investors, (iii) soliciting transactions with certain institutional investors which are then effected in coordination with U.S. broker-dealers, and (iv) conducting unlimited business with certain categories of excluded customers, including U.S. brokerdealers and banks acting in a broker-dealer capacity and expatriates temporarily present in the United States. On the other hand, FINRA Rule 2040(c) permits payment of transaction-related compensation to a non-registered foreign finder where the finder's sole involvement is the initial referral to the member of non-US customers, and the firm complies with all of the following conditions:

The firm has assured itself that the finder is not required to register as a US broker-dealer, is not subject to a statutory disqualification and the compensation arrangement does not violate applicable foreign law;

The finder and the customer are foreign nationals or foreign entities domiciled abroad;

Customers receive a descriptive document, similar to what’s required under the Advisers Act's Brochure Rule, disclosing what compensation is being paid to finders, and customers provide a written acknowledgment of the compensation arrangement, which the firm must maintain;

Terms of payments to finders are recorded on the firm's books; and

The transaction confirmation indicates that a finder’s fee is being paid pursuant to an agreement.

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