The United States remains the largest and most sophisticated capital market in the world. For foreign broker-dealers, access to U.S. institutional investors can dramatically expand distribution reach and unlock new capital-raising opportunities. However, this access is heavily regulated. Foreign financial institutions that attempt to market or solicit U.S. investors without proper registration or oversight face significant compliance risks.
Fortunately, SEC Rule 15a-6 provides a well-defined path for non-U.S. broker-dealers to interact with U.S. institutions without registering as a U.S. broker-dealer.
What Is SEC Rule 15a-6?
SEC Rule 15a-6 provides an exemption that allows foreign “brokers or dealers” to interact with U.S. institutional investors without registering as a U.S. broker-dealer, as long as they do so through a registered U.S. broker-dealer that acts as a chaperone.
This rule is designed to strike a balance: allowing cross-border investment activity while maintaining regulatory oversight and investor protection in the U.S.
The rule applies to foreign firms that would be considered broker-dealers under U.S. law if they operated domestically. These can include global investment banks, capital-raising agents, and fund distributors.
What Does Chaperoning Mean?
Chaperoning refers to a formal arrangement where a U.S.-registered broker-dealer supervises and facilitates the activities of a foreign financial institution with U.S. investors. This oversight includes reviewing communications, confirming transactions, maintaining required records, and ensuring compliance with all applicable rules.
The chaperone must be authorized by FINRA to provide these services and must meet stringent net capital and operational requirements, often far beyond those required for firms solely conducting advisory or investment banking business.
When Is a Chaperoning Broker Required?
If a foreign firm intends to initiate any contact with U.S. institutional investors, including phone calls, emails, meetings, or marketing, it is considered a solicitation. The SEC interprets solicitation broadly to include nearly any communication intended to generate transactional business.
Therefore, a foreign firm that plans to market securities to U.S. clients must:
- Either register with the SEC, or
- Operate under Rule 15a-6 with a chaperoning arrangement
Without a chaperone, all resulting trades must be unsolicited.
FNEX Chaperone Services: What We Provide
FNEX is a registered U.S. broker-dealer and experienced chaperone provider under Rule 15a-6. We help foreign financial institutions safely and efficiently access U.S. institutional investors, without the burden of full SEC registration.
Learn More about FNEX Chaperone Service
Expanding into the U.S. capital markets is a strategic move for any international investment firm, but doing so without a compliance framework is risky and unsustainable. SEC Rule 15a-6 provides the legal foundation to access U.S. institutional capital without a full SEC registration, but only when paired with the right chaperone partner.
FNEX enables foreign broker-dealers to navigate U.S. regulations, expand their reach, and close cross-border deals with confidence and speed.
If your firm is looking to break into the U.S. institutional market, FNEX is ready to support your next move.
