A broker-dealer with no office in a state and exclusively dealing with issuers would be excluded from the definition of broker-dealer.

• A. True
• B. False
• C. Only if assets exceed 1 million
• D. Only if they are licensed in another state

Answer: (A)

This question tests how state securities laws treat exclusions from the broker-dealer definition. There is a specific exemption for a firm that has no office in a state and deals exclusively with issuers. In that scenario, the firm is not considered to be doing business with residents of the state and does not fall under the state’s broker-dealer registration requirements. Therefore, a broker-dealer with no office in a state and that only deals with issuers would be excluded from being defined as a broker-dealer in that state.

If the firm had an office in the state or began dealing with non-issuer customers (such as investors), it would no longer qualify for that exemption and would typically need to register as a broker-dealer in the state. The other choices about asset thresholds or being licensed elsewhere don’t affect this specific issuer-only, no-office exclusion.