# 15 U.S.C. § 78o(a) — Broker/Dealer Registration Requirement (Exchange Act § 15(a))

- **Source URL:** https://www.law.cornell.edu/uscode/text/15/78o
- **Pinpoint cite:** 15 U.S.C. § 78o(a)(1)–(2) (Securities Exchange Act of 1934 § 15(a))
- **Retrieved:** UNKNOWN
- **Status:** primary-archived (Cornell LII, clean statutory text; verified not a nav shell or bot-challenge)
- **Related locators (not archived here):** "broker" definition § 3(a)(4), 15 U.S.C. § 78c(a)(4); issuer/associated-person safe harbor Rule 3a4-1, 17 CFR 240.3a4-1

## Why this matters for the creator platform

§ 15(a) is the core prohibition: absent an exemption, a person who is a "broker or dealer"
must register with the SEC before using interstate means to "effect any transactions in, or
to induce or attempt to induce the purchase or sale of, any security." Paying a creator who
solicits investors / induces securities transactions — especially with transaction-based or
AUM-linked compensation — risks pulling the creator (and potentially the platform paying them)
into "broker" status, triggering this registration requirement. The definitional line ("broker"
= § 3(a)(4)) and the issuer safe harbor (Rule 3a4-1) are the companion sources that determine
whether a given creator arrangement falls inside § 15(a)'s bar.

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## Key sections flagged

### § 78o(a)(1) — the core registration prohibition (the "induce or attempt to induce" hook)

> (a) Registration of all persons utilizing exchange facilities to effect transactions; exemptions
>
> (1) It shall be unlawful for any broker or dealer which is either a person other than a natural person or a natural person not associated with a broker or dealer which is a person other than a natural person (other than such a broker or dealer whose business is exclusively intrastate and who does not make use of any facility of a national securities exchange) to make use of the mails or any means or instrumentality of interstate commerce **to effect any transactions in, or to induce or attempt to induce the purchase or sale of, any security** (other than an exempted security or commercial paper, bankers' acceptances, or commercial bills) **unless such broker or dealer is registered in accordance with subsection (b)** of this section.

Load-bearing phrase for creator comp: **"to induce or attempt to induce the purchase or sale of, any security."** A creator whose promotional activity crosses into inducing/soliciting securities transactions (and who is compensated for it, particularly per-transaction or on volume) can be acting as an unregistered "broker" in violation of this paragraph.

### § 78o(a)(2) — SEC exemptive authority

> (2) The Commission, by rule or order, as it deems consistent with the public interest and the protection of investors, may conditionally or unconditionally exempt from paragraph (1) of this subsection any broker or dealer or class of brokers or dealers specified in such rule or order.

This is the authority under which conditional exemptions/safe harbors (e.g., Rule 3a4-1 for associated persons of an issuer) are issued — the pathway by which a creator arrangement might be structured to avoid registration.

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## Full subsection (a) — verbatim

(a) Registration of all persons utilizing exchange facilities to effect transactions; exemptions

(1) It shall be unlawful for any broker or dealer which is either a person other than a natural person or a natural person not associated with a broker or dealer which is a person other than a natural person (other than such a broker or dealer whose business is exclusively intrastate and who does not make use of any facility of a national securities exchange) to make use of the mails or any means or instrumentality of interstate commerce to effect any transactions in, or to induce or attempt to induce the purchase or sale of, any security (other than an exempted security or commercial paper, bankers' acceptances, or commercial bills) unless such broker or dealer is registered in accordance with subsection (b) of this section.

(2) The Commission, by rule or order, as it deems consistent with the public interest and the protection of investors, may conditionally or unconditionally exempt from paragraph (1) of this subsection any broker or dealer or class of brokers or dealers specified in such rule or order.