Kim Lisa TaylorSecurities Attorney, Founder, Syndication Attorneys, PLLC · Corporate Securities Attorney, 2x Best-Selling Author, Nationwide Speaker | Private Placement

Section 15(a) Plain English

7 Aug 2026 · 1 min

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1:16

In this brief explainer, the presenter clarifies a common misconception about securities licensing by distinguishing between a "broker" under federal law and a "legal broker" that holds a FINRA license. Citing Section 15 of the Securities Exchange Act, the speaker explains that anyone who is in the business of affecting securities transactions for others for compensation must be registered as a broker‑dealer, regardless of whether they have a Wall Street‑style FINRA license. The statute focuses on the functional role—finding investors, facilitating transactions, and getting paid—rather than titles or firm affiliations. A FINRA license merely makes a broker a "legal broker" and is the only factor that matters for compliance. The speaker notes that most capital raisers and syndicators lack such a license because they have not considered this functional definition, and the arrangement they use to raise capital is precisely what Section 15 was designed to regulate. The video points viewers to a longer write‑up that details the three‑part test and practical compliance structures.

Chapters

You don't need a securities license to be a broker. You need one to be a legal broker. Section 15 of the Securities Exchange Act says this: any person who's in the business of affecting transactions in securities for the account of others must be registered as a broker-dealer. That's the statute. Most syndicators picture a broker as someone on Wall Street, a FINRA license, registered firm, the whole setup. That's not what the statute describes. The statute describes function, not title. If someone is finding investors, facilitating the transaction, and getting paid for it, they're a broker under federal law. A FINRA license is what makes them a legal broker. That's the only question that matters. Your capital raiser probably doesn't have one. Most of them don't because neither of you thought of it that way. That arrangement you put in place to raise capital, that's exactly what Section 15 of the Exchange Act was written for. The long form breaks down the 3-part test and the compliance structures that actually work. See the link in the bio.