Series 82 study guide
Series 82 · Work through your exam, one topic at a time.
The Series 82 – Private Securities Offerings Representative Exam is a FINRA qualification exam that assesses the competency of an entry-level registered representative to perform the job of a private securities offerings representative. A candidate who passes it is qualified for the solicitation and sale of private placement securities products as part of a primary offering. Eligibility is tied to employment: candidates must be associated with and sponsored by a FINRA member firm or other applicable self-regulatory organization member firm. The Securities Industry Essentials (SIE) exam is a corequisite, and candidates must pass both the SIE and the Series 82 to obtain the Private Securities Offerings Representative registration. The Series 82 study guide has 4 sections and about 1,335 words.
01Seeking Business: Marketing Private Placements Within the Exemption
Every conversation a Series 82 representative has with a prospect about an unregistered offering sits inside a narrow lane carved out by the Securities Act. Section 4(a)(2) exempts transactions not involving a public offering; Rule 506 of Regulation D supplies a safe harbor.
341 words, about 2 min02Opening Accounts: Financial Profile and Investment Objectives
Before a subscription is accepted, the representative must build and document a financial profile: income, net worth, liquid net worth, tax status, other holdings, time horizon, liquidity needs, risk tolerance, and investment objectives. FINRA Rule 2090 (Know Your Customer) and Regulation Best Interest require reasonable inquiry and a reasonable basis for any recommendation.
343 words, about 2 min03Information, Recommendations, Transfers, and Recordkeeping
The private placement memorandum is the primary disclosure document, but it is not a shield. The representative must understand the structure, use of proceeds, fees and conflicts, dilution, illiquidity, and risk factors well enough to explain them.
320 words, about 2 min04Purchase Instructions, Processing, and Confirmation
The subscription agreement is the customer's offer to buy; the issuer accepts it at closing. Alongside it sits the accredited investor questionnaire and, in a 506(c) offering, verification documentation - tax returns, bank or brokerage statements, a written confirmation from a CPA or attorney, or a third-party verification service.
331 words, about 2 min