If you’re acting as an intermediary to raise capital for private funds, real estate sponsors, or growing companies, you’re likely functioning as a placement agent. Whether you’re an individual professional or operating a firm, securing the proper licensing is essential—not just for regulatory compliance, but also for building trust with fund managers and investors.
At FNEX, we help placement agents operate legally and efficiently by offering a white-labeled broker-dealer affiliation model backed by full compliance infrastructure and support. Understanding the licensing landscape is the first step toward ensuring your capital raising activity aligns with SEC and FINRA rules.
What Is a Placement Agent License?
A placement agent license refers to the required registrations and FINRA exams that individuals or entities must obtain to legally help raise capital by connecting investment opportunities with qualified investors.
Whether you’re raising funds for a startup, real estate project, or private equity deal, acting as a placement agent without proper licensing can expose you—and your clients—to serious legal and financial risk.
Key Aspects of Placement Agent Licensing
1. Broker-Dealer Registration
In most cases, placement agents must be registered as broker-dealers with the Securities and Exchange Commission (SEC). This is a legal requirement for anyone engaged in the business of effecting securities transactions for others in return for compensation.
Rather than creating your own broker-dealer, which is costly and time-consuming, many professionals affiliate with an existing registered broker-dealer like FNEX to operate legally and efficiently.
2. State and Local Licensing
Placement agent activity may also require registration at the state level, depending on where you and your investors are located. FNEX provides national coverage across all 50 U.S. states and territories, simplifying multi-jurisdictional compliance for our affiliates.
3. Individual Licensing (FINRA Exams)
Individuals acting as placement agents must often pass FINRA-administered licensing exams. The required exams vary based on the type of capital raising involved:
- Series 7 – General Securities Representative
- Series 79 – Investment Banking Representative
- Series 82 – Private Securities Offerings Representative
Each exam qualifies you for different types of securities activities. FNEX supports its affiliates throughout the licensing and onboarding process. To learn more, check out our guide: A Guide to FINRA Licensing: Series 7, 79 & 82
4. FINRA Rules Governing Private Placements
FINRA has specific rules for private offerings, including:
- Rule 5122 – Addresses private placements by broker-dealers of their own securities
- Rule 5123 – Requires firms to file private placement memoranda and term sheets with FINRA
FNEX ensures that your offering documents and filings meet these requirements through our streamlined compliance support.
5. International Considerations
If you’re raising capital across borders, additional regulatory requirements may apply. Through our SEC Rule 15a-6 chaperoning services, FNEX enables foreign firms and fund distributors to access U.S. investors without full broker-dealer registration.
Why Licensing Matters
Legal Compliance
Operating without the required broker-dealer affiliation or individual licenses can result in enforcement actions from the SEC, FINRA, or state regulators. This may include fines, injunctions, or even criminal prosecution.
Fund Manager Protection
Fund managers engaging placement agents are responsible for ensuring their partners are properly registered and licensed. FNEX helps eliminate this risk by maintaining a fully compliant framework and supervisory structure.
Investor Confidence
Professional licensing helps demonstrate that you’re operating within legal and ethical boundaries. This builds credibility and trust with prospective investors and institutional clients.
FNEX: Your Licensing and Compliance Partner
At FNEX, we provide placement agents and institutions with:
- A fully licensed U.S. broker-dealer affiliation
- Support across all 50 states and territories
- White-labeled operations under your own brand
- Compliance infrastructure including WSPs, AML programs, and document review
- Provide FINRA exam sponsorship and regulatory onboarding
Whether you’re launching your placement agent business or scaling into new markets, FNEX helps you stay focused on deal-making while we handle the licensing, supervision, and compliance.
