Private Securities Offerings Representative Exam
The Series 82 exam qualifies individuals to sell private placement securities, including those offered under Regulation D, Regulation S, and Regulation A+. It covers the knowledge required to prospect clients, verify accredited investor status, assess suitability, communicate offering details, and process subscriptions. This exam is required for representatives at FINRA member firms who participate in private securities offerings and requires both the SIE exam and firm sponsorship.
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Practice Questions
Test your knowledge with these Series 82-style questions. Click an answer to check if you are correct.
1. Under Rule 506(c) of Regulation D, which of the following is true?
Correct: C. Rule 506(c) permits general solicitation but requires that all purchasers be accredited investors and that the issuer take reasonable steps to verify their status. There is no dollar limit on 506 offerings. Non-accredited investors are permitted under 506(b) but not 506(c).
2. An individual investor qualifies as an accredited investor if they have a net worth exceeding:
Correct: B. An individual qualifies as an accredited investor with a net worth exceeding $1 million, excluding the value of their primary residence. This exclusion was added by the Dodd-Frank Act to prevent homeowners from qualifying solely based on home equity.
3. Under Rule 144, the minimum holding period for restricted securities of an SEC reporting company is:
Correct: B. For SEC reporting companies, the Rule 144 holding period is six months. For non-reporting companies, the holding period is one year. After the holding period, non-affiliates of reporting companies may sell freely, while affiliates remain subject to volume and filing requirements.
4. Which of the following is the most important suitability concern unique to private placements?
Correct: B. Illiquidity is the primary suitability concern for private placements because there is no public market for the securities. Investors may be unable to sell their position for years, making it critical that they have sufficient liquidity from other sources and can afford a potential total loss.
5. A Regulation A+ Tier 2 offering allows an issuer to raise up to:
Correct: C. Regulation A+ Tier 2 permits offerings up to $75 million in a 12-month period. Tier 2 issuers are subject to ongoing SEC reporting requirements but benefit from preemption of state registration. Tier 1 allows up to $20 million but does not preempt state blue sky laws.
Related Exams
These exams are commonly pursued alongside or after the Series 82.
Securities Industry Essentials
The prerequisite for the Series 82. Covers fundamental concepts of securities products, markets, regulatory agencies, and prohibited practices.
Investment Banking Representative
Covers investment banking activities including underwriting, M&A advisory, and financial restructuring. Broader in scope than the Series 82.