SERIES 63 EXAM QUESTIONS WITH
CORRECT ANSWERS
All of the following are EXCLUDED from the definition of a broker-dealer under the Uniform
Securities Act EXCEPT a firm with no place of business in the State that: - ✔✔Correct
Answer (A)
A. has a few clients in the State with a de minimis exemption
B. deals exclusively with issuers of securities
C. deals exclusively with other broker-dealers
D. deals exclusively with insurance companies
If a representative that transacts business in a State terminates employment with a federal
covered adviser: - ✔✔Notice must be given to the Administrator by the representative only
Administrators can require minimum Net Capital and Net Worth for - ✔✔Broker-Dealers
An employee of a company is being paid to assist in the sale of stock options to the company's
employees and will receive a bonus based on sales results. This company employee: -
✔✔must register as an Agent in the State
Under the Uniform Securities Act, the financial records of a broker-dealer must be retained for: -
✔✔the time period specified by the Securities Exchange Act of 1934 and if the record is not
specified in the 1934 Act, then the time period specified by the Administrator
Under NASAA rules, which of the following records must be retained for 5 years by a Federal
Covered Adviser? - ✔✔A. Communications to 2 or more persons
B. Order memoranda
C. Canceled checks
D. None of the above (Correct Answer)
,offer to sell" is: - ✔✔-The gift of an assessable security (which obligates the recipient to make
future payments)
-A security that is "given" in consideration for the purchase of another security, since by tying
the "gift" to the purchase of the other security, that person is really buying both, and both must
be registered in that State
-A rights or warrants offering on an underlying security, since the rights give the holder the right
to buy the underlying stock from the issuer at a pre-determined price.
Securities sold through a private placement are: - ✔✔-Unregistered;
-Exempt transaction
-An offer to no more than 10 persons in a 12 month period.
Which of the following securities is NOT exempt from the registration requirements of the
Uniform Securities Act? - ✔✔A. U.S. Government Bonds
B. Debentures of a New York Stock Exchange listed company
C. Stock issued by a charitable corporation
D. Limited Partnership Interests (Correct Answer)
Which of the following securities qualify for a Blue Chip exemption under the Uniform
Securities Act? - ✔✔I. Common stock listed on the American Stock Exchange (NYSE
American)
II. Common stock listed on the NASDAQ
III. Limited partnership offering where the general partner is a company listed on the American
Stock Exchange (NYSE American)
IV. Unlisted mortgage bonds of a company whose common stock is listed on the American Stock
Exchange (NYSE American)
I, II, IV
, Which of the following does NOT qualify as an exempt transaction under the Uniform Securities
Act? - ✔✔A. A sale of common stock to an insurance company
B. A sale of preferred stock by an executor of an estate
C. A sale of an outstanding security that is listed on the New York Stock Exchange
D. An isolated sale of corporate bonds on behalf of an issuer (Correct Answer)
Registration by qualification: - ✔✔- Is used by issuers for their first time registration in that
State when no SEC registration is required (that is, they must "qualify" their issue for registration
in the State).
-Registration becomes effective when the Administrator so determines (which is normally 30
days after filing, if there are no "problems" with the filing).
Filing of advertising with the Administrator is required for which one of the following? -
✔✔A. U.S. Government securities
B. Municipal securities
C. Investment company securities
D. Options Clearing Corporation securities (Correct)
Registration by Filing - ✔✔If the issuer previously registered securities in the State, then the
State knows this issuer. Then, the issuer can register by the simpler method of
Registration by Coordination - ✔✔If the issuer is registering the issue with the SEC, it can use
the SEC documents as the registration application in the State under
In order for a promissory note to be an exempt security under the Uniform Securities Act: -
✔✔A. it must mature within 9 months
B. it must be issued in minimum denominations of $50,000
C. it must be rated in one of the 3 highest categories by Moody's
D. all of the above (Correct)
CORRECT ANSWERS
All of the following are EXCLUDED from the definition of a broker-dealer under the Uniform
Securities Act EXCEPT a firm with no place of business in the State that: - ✔✔Correct
Answer (A)
A. has a few clients in the State with a de minimis exemption
B. deals exclusively with issuers of securities
C. deals exclusively with other broker-dealers
D. deals exclusively with insurance companies
If a representative that transacts business in a State terminates employment with a federal
covered adviser: - ✔✔Notice must be given to the Administrator by the representative only
Administrators can require minimum Net Capital and Net Worth for - ✔✔Broker-Dealers
An employee of a company is being paid to assist in the sale of stock options to the company's
employees and will receive a bonus based on sales results. This company employee: -
✔✔must register as an Agent in the State
Under the Uniform Securities Act, the financial records of a broker-dealer must be retained for: -
✔✔the time period specified by the Securities Exchange Act of 1934 and if the record is not
specified in the 1934 Act, then the time period specified by the Administrator
Under NASAA rules, which of the following records must be retained for 5 years by a Federal
Covered Adviser? - ✔✔A. Communications to 2 or more persons
B. Order memoranda
C. Canceled checks
D. None of the above (Correct Answer)
,offer to sell" is: - ✔✔-The gift of an assessable security (which obligates the recipient to make
future payments)
-A security that is "given" in consideration for the purchase of another security, since by tying
the "gift" to the purchase of the other security, that person is really buying both, and both must
be registered in that State
-A rights or warrants offering on an underlying security, since the rights give the holder the right
to buy the underlying stock from the issuer at a pre-determined price.
Securities sold through a private placement are: - ✔✔-Unregistered;
-Exempt transaction
-An offer to no more than 10 persons in a 12 month period.
Which of the following securities is NOT exempt from the registration requirements of the
Uniform Securities Act? - ✔✔A. U.S. Government Bonds
B. Debentures of a New York Stock Exchange listed company
C. Stock issued by a charitable corporation
D. Limited Partnership Interests (Correct Answer)
Which of the following securities qualify for a Blue Chip exemption under the Uniform
Securities Act? - ✔✔I. Common stock listed on the American Stock Exchange (NYSE
American)
II. Common stock listed on the NASDAQ
III. Limited partnership offering where the general partner is a company listed on the American
Stock Exchange (NYSE American)
IV. Unlisted mortgage bonds of a company whose common stock is listed on the American Stock
Exchange (NYSE American)
I, II, IV
, Which of the following does NOT qualify as an exempt transaction under the Uniform Securities
Act? - ✔✔A. A sale of common stock to an insurance company
B. A sale of preferred stock by an executor of an estate
C. A sale of an outstanding security that is listed on the New York Stock Exchange
D. An isolated sale of corporate bonds on behalf of an issuer (Correct Answer)
Registration by qualification: - ✔✔- Is used by issuers for their first time registration in that
State when no SEC registration is required (that is, they must "qualify" their issue for registration
in the State).
-Registration becomes effective when the Administrator so determines (which is normally 30
days after filing, if there are no "problems" with the filing).
Filing of advertising with the Administrator is required for which one of the following? -
✔✔A. U.S. Government securities
B. Municipal securities
C. Investment company securities
D. Options Clearing Corporation securities (Correct)
Registration by Filing - ✔✔If the issuer previously registered securities in the State, then the
State knows this issuer. Then, the issuer can register by the simpler method of
Registration by Coordination - ✔✔If the issuer is registering the issue with the SEC, it can use
the SEC documents as the registration application in the State under
In order for a promissory note to be an exempt security under the Uniform Securities Act: -
✔✔A. it must mature within 9 months
B. it must be issued in minimum denominations of $50,000
C. it must be rated in one of the 3 highest categories by Moody's
D. all of the above (Correct)
