exam review 2026
A broker-dealer is participating in an initial public offering of a security that will be
listed on Nasdaq. Which of the following documents is the broker-dealer required
to deliver to a client who purchases the securities in the aftermarket immediately
after the completion of the offering?
A. A final prospectus.
B. A research report.
✅
C. A list of all of the broker-dealers involved in the offering.
D. There's no requirement for additional documentation. - correct answer A
A client who purchases securities as part of an offering must receive either a final
prospectus or a preliminary prospectus along with an additional document from
the broker-dealer that executes the transaction. The final prospectus must be
provided for a certain period after the completion of the offering (i.e., in the
aftermarket). For an IPO, if the securities will be immediately listed on the NYSE or
Nasdaq, the aftermarket prospectus requirement lasts for 25 days. For an IPO of a
security that will be quoted in an over-the-counter market (e.g., on the Pink Open
Market), the prospectus delivery requirement lasts for 90 days; however, it only
lasts for 40 days for a subsequent (follow-on) offering of these securities.
An agent opens a new account for a client and enters a market order to buy 200
shares of XYZ. At the end of the day, the agent turns in a new account form and a
copy of the order ticket for approval by the supervisor. Under the Uniform
Securities Act, which of the following statements is TRUE?
A. Account approval is required prior to executing an order
B. This is normal business practice since trades do not need to be approved until
the close of business
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C. The agent must obtain prior approval for every order
answer ✅
D. New clients must pay for their first transaction by the close of business - correct
A
Prior approval from a supervisor is not required for every order. However, a
supervisor must approve every new account before the first trade in that account
is executed
Under the USA, which of the following transactions would NOT be considered
exempt?
A. A transaction by an executor of an estate
B. A transaction by a trustee that is involved in a bankruptcy proceeding
✅
C. An unsolicited issuer transaction effected through a registered broker-dealer
D. An offer to an investment company - correct answer C
Under the Uniform Securities Act, any offer to an investment company or other
institutional investor, a transaction by an executor of an estate, or a trustee
involved in a bankruptcy, would be defined as an exempt transaction. An
unsolicited nonissuer transaction may qualify as an exempted transaction.
The members of NASAA include Administrators from:
I. All 50 states
II. The District of Columbia
III. Puerto Rico
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IV. The U.S. Virgin Islands
A. I, II, III, and IV
B. I only
✅
C. I and II only
D. I, II, and III only - correct answer A
The members of the North American Securities Administrators Association
(NASAA) include Administrators from all 50 states, the District of Columbia, Puerto
Rico, Canada, Mexico, and the U.S. Virgin Islands.
An individual is dually registered with her broker-dealer as both an agent and IAR.
Recently, she moved and updated her legal name. Regarding the updating of the
individual's uniform forms, which of the following statements is TRUE?
A. Form U4 and Form ADV must be re-filed with the CRD and IARD within 30 days.
B. Form ADV Part II must be updated in the IARD at the fiscal year-end of the
individual's employer.
C. Form U5 must be updated in the CRD within 60 days.
answer D ✅
D. Form U4 must be updated in the CRD and IARD within 30 days. - correct
Material changes to a registration (e.g., name change) must be updated promptly
(i.e., within 30 days). Both agents and IARs register using Form U4; however,
agents file with the Central Registration Depository (CRD) and IARs file with the
Investment Adviser Registration Depository (IARD). Form ADV is used for the
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registration of an advisory firm, not its employees. Form U5 is filed when a person
leaves the industry and is no longer registered.
A Canadian broker-dealer has many clients who vacation frequently in the United
States. In order to continue doing business with these customers while they are in
the United States, the broker-dealer must file all the following material with the
Administrator, EXCEPT:
A. Consent to Service of Process
B. Proof of membership in a self-regulatory organization
✅
C. A Form B/D
D. A copy of current registration filed in Canada - correct answer C
A Canadian broker-dealer may continue to do business with any clients in the
United States with whom it has a bona fide preexisting relationship and who are
here temporarily—not permanent residents of the United States. According to the
Uniform Securities Act, the broker-dealer must be registered properly in Canada
and must file the following documents with the Administrator: a Consent to
Service of Process, a copy of the registration document filed with its Canadian
regulator at the provincial level, and proof that it is regulated by a self-regulatory
entity, such as an exchange.
The Canadian broker-dealer may act only in a limited capacity in the states.
Generally, it must restrict its activities to existing clients temporarily in the state
and to certain institutions.
According to the Uniform Securities Act, when does a broker-dealer's registration
expire?