Macroeconomics:

Recession Indicators:

Leading Indicators Coincident Indicators Lagging Indicators
Bond Yields GDP Interest Rates/Prime Rates
Layoff Rates Non-Farm Payrolls Unemployment Rate
Manufacturing Activity Sales/Income/Spending Corporate Profits
Stock Markets    

Customer Accounts:

Various Disclosure/Agreement Documents:

New Account Form:

Margin Agreement:

Margin Disclosure Agreement:

Options Agreement:

Options Disclosure Document:

Discretionary Accounts:

DVP vs RVP:

Broker Check Disclosures:

Titling Accounts:

Customer Account Maintenance:

Account Statements:

Trade Confirmations

Munis Confirmations:

Customer Mail:

Customer Account Protection:

Reg S-P:

Protection of Vulnerable Investors:

Tax-Advantaged Accounts:

1. Retirement Accounts:

1.1 Corporate Retirement Accounts:

Qualified (ERISA Compliant)

Other Qualified Defined Contribution Plans:

Non-Qualified (Non ERISA Compliant)

1.2 Individual Retirement Accounts:

Traditional IRAs

Roth IRAs

Rollover:

2. Annuities

Annuity Periods:

Fixed Annuity:

Variable Annuity:

Payout Options:

1035 Exchange:

3. Education and Individuals with Disability

529 College Savings Plan:

Coverdell Education Savings Account:

ABLE Accounts

Registrations

1. BD Registration:

2. Agent Registration:

U4:

U5:

Qualification Exams:

FinPro’s MQP (Maintaining Qualification Program):

Statutory Disqualification:

Continuing Education:

Wrap Accounts:

3. RIA (Registered Investment Advisors)

ABC Test

Registration:

4. IAR (Investment Advisor Representatives)

General Info

Exceptions from being an IAR:

Business Conduct:

Insider Trading:

Anti-Money Laundering:

Three stages of Money Laundering:

FinCEN (Financial Crimes Enforcement Network):

Currency Transaction Report (CTR):

Suspicious Activity Report (SAR):

USA Patriot Act: (Enacted in 2001 and strengthened the BSA)

AML Compliance Program:

Customer Identification Program:

Opening a trading account at another BD:

Payment to Unregistered Persons:

Continuing Commissions:

Outside Business Activity (OBA):

Private Securities Transactions:

Gifts:

Sharing in customer accounts:

Borrowing/Lending from Customers:

Customer Complaints:

Written Complaint:

Verbal Complaint:

MSRB Investor Brochure:

Conflict of Interest:

Political Contributions:

Pay to Play in Munis:

Communication for BDs:

Retail Communication:

Correspondence Communication:

Institutional Communication:

Social Media:

Static Content:

Interactive Content:

Personal Email:

MSRB Communication Rules:

Business Continuity Plans (BCPs):

Securities:

Exempt Securities:

Exempt Transactions:

Intrastate Offerings: Rule 147

Equity Securities:

Media Compensation:

Three exceptions:

Time-in-Force (TIF) Order Types

Order Type Abbreviation Duration / Condition
Day Order — Valid for the trading day only; default if no TIF specified
Good-Til-Canceled GTC Stays active until executed or manually canceled (often expires after 90 days)
Good-Til-Date GTD Remains active until a specific date set by the investor
Immediate-or-Cancel IOC Must be executed immediately, fully or partially; remainder is canceled
Fill-or-Kill FOK Must be completely filled immediately, or the entire order is canceled
At-the-Open — Executes only at market open; canceled if not filled at the open
At-the-Close — Executes only at market close; canceled if not filled at the close

Markets:

Debt Securities:

Accrued Interest:

Accrued Interest Day Count Convention:

Quoting T-Notes and Bonds:

Quoting T-Bills:

Extra Notes:

Major Regulations for the SIE Exam

Regulation Description Regulatory Authority
Regulation T (Reg T) Sets initial margin requirements (typically 50%) for buying securities on credit. Also governs the use of credit in margin accounts. Federal Reserve Board
Regulation U (Reg U) Governs how banks can extend credit for the purchase of margin securities. Federal Reserve Board
Regulation X (Reg X) Requires borrowers (customers) to comply with Reg T and U if they obtain credit from foreign lenders to buy securities. Federal Reserve Board
Regulation D (Reg D) Provides exemptions from SEC registration for private placements of securities under specific conditions (e.g., Rule 506). SEC
Regulation A (Reg A) Allows small and mid-sized companies to raise capital with limited SEC registration (Tier 1 and Tier 2 offerings). SEC
Regulation M (Reg M) Prohibits market manipulation during public offerings (e.g., underwriters cannot bid up prices during the restricted period). SEC
Regulation FD (Reg FD) Promotes full and fair disclosure by requiring public dissemination of material nonpublic information. SEC
Regulation S-P (Reg S-P) Requires firms to protect customers’ personal financial information and provide privacy notices. SEC
Regulation S-ID (Reg S-ID) Requires broker-dealers and investment advisers to implement identity theft prevention programs (“Red Flag Rules”). SEC
Regulation SHO (Reg SHO) Governs short selling and requires firms to locate securities before executing short sales. SEC

Issued Stock vs. Outstanding Stock: Key Differences

Category Issued Stock Outstanding Stock
Definition Total number of shares a company has ever sold (includes both outstanding shares and treasury stock). Total number of shares held by investors (excludes treasury stock).
Includes Treasury Stock? Yes, includes both shares held by investors and repurchased shares (treasury stock). No, excludes treasury stock since those shares are held by the company itself.
Held by Investors? Not necessarily—some issued shares may be repurchased by the company and held as treasury stock. Yes, outstanding stock consists only of shares that are currently in the hands of investors.
Used to Calculate EPS? No, issued stock is not used for EPS calculations. Yes, outstanding stock is used in EPS (Earnings Per Share) calculations.
Can Change Over Time? Yes, if the company issues new shares or buys back shares. Yes, when companies issue new shares or repurchase shares.

Formula Relationship

Issued Stock = Outstanding Stock + Treasury Stock

Example

Thus:

1,000,000 (Issued Stock) = 800,000 (Outstanding Stock) + 200,000 (Treasury Stock)

Statutory Voting vs. Cumulative Voting

Feature Statutory Voting Cumulative Voting
Definition A shareholder must vote the same number of shares for each board seat available. A shareholder can allocate their total votes freely among one or more candidates.
Formula for Total Votes Shares Owned × Number of Seats Available Shares Owned × Number of Seats Available (same as statutory voting)
Voting Flexibility Less flexible—votes must be split evenly across all candidates. More flexible—votes can be concentrated on one or a few candidates.
Effect on Minority Shareholders Less favorable—majority shareholders have stronger control over the board. More favorable—allows minority shareholders to increase their influence by pooling votes on specific candidates.
Common Use Case More common in large corporations where majority shareholders prefer control. Often used in companies where protecting minority shareholders is a priority.
Example If a shareholder owns 1,000 shares and there are 3 board seats, they can cast 1,000 votes per seat. If a shareholder owns 1,000 shares and there are 3 board seats, they have 3,000 total votes and can distribute them as they wish (e.g., all 3,000 votes to one candidate).

Key Takeaways

Board Elections: Typical Frequency, Board Size, and Candidate Contests

The number of candidates per board seat, the frequency of elections, and board size vary depending on company size and governance practices.

1. Board Elections Frequency

2. Board Size & Number of Candidates per Seat (Large Cap vs. Mid-Market vs. Small Cap)

Company Size Typical Board Size Number of Candidates per Seat Election Frequency
Large-Cap (S&P 500 firms) 9 - 15 directors Usually 1-2 per seat (often unopposed) Annual or staggered (every 3 years for a third of the board)
Mid-Market ($500M - $5B valuation) 7 - 11 directors Usually 1-3 per seat (depends on activist investors) Annual or staggered
Small-Cap (< $500M valuation) 5 - 9 directors 1-5 per seat (sometimes competitive, especially in contested elections) Annual

3. Candidate Contests: How Many People Run for a Seat?

4. Real-World Examples

Large-Cap Example: Apple Inc. (AAPL)

Mid-Market Example: Dick’s Sporting Goods (DKS)

Small-Cap Example: A Startup-turned-Public Company (e.g., Etsy in its early public years)

5. Key Takeaways

  1. Larger companies tend to have fewer candidates per seat (management’s nominees are rarely challenged).
  2. Smaller companies are more likely to see contested board elections.
  3. Board size decreases as company size decreases, with small-cap companies having 5-9 directors and large-cap companies having 9-15 directors.
  4. Elections are usually annual, but staggered boards spread elections over three years.

Business Entity Comparison with Examples

Feature C-Corporation (C-Corp) S-Corporation (S-Corp) Limited Partnership (LP) Limited Liability Company (LLC)
Legal Entity Separate from owners Separate from owners Separate entity Separate from owners
Taxation Double taxation (corporate + personal) Pass-through to shareholders Pass-through to partners Usually pass-through, or elect corporate
Owners Shareholders ≤ 100 U.S. shareholders At least 1 general & 1+ limited partners Members (no limit)
Liability Protection Yes — for shareholders Yes — for shareholders Limited for limited partners only Yes — for all members
Who Can Own Anyone (including entities/foreigners) Only U.S. individuals & certain trusts Anyone Anyone
Shares Transferable? Yes Restricted Usually restricted Often restricted
Management Board of Directors & Officers Board of Directors & Officers General partner manages Flexible: member or manager-managed
Raising Capital Easiest — public & private funding Limited by shareholder rules Moderate — common in private placements Moderate — depends on structure
Ideal For Large companies, startups, IPOs Small-to-mid-sized U.S. businesses Private equity, real estate, hedge funds Small-to-mid-sized businesses, real estate
Common Examples Apple, Microsoft, JPMorgan Chase Local law firms, medical practices Blackstone Real Estate Income Trust (BREIT), Oil & Gas partnerships Real estate investment LLCs, family businesses
Common Uses / Industries Tech, banking, manufacturing Professional services, small corporations Investment funds, venture capital, real estate Real estate, e-commerce, consulting, services

Key Takeaways

  1. C-Corporations (C-Corps)
    C-Corps are ideal for large companies or startups seeking significant investment or planning to go public (IPO).
    They offer unlimited shareholders, easy transfer of shares, and are attractive to institutional investors — but they come with double taxation (corporate and dividend level).
    Commonly used in tech, finance, and manufacturing industries due to their growth needs and access to capital markets.

  2. S-Corporations (S-Corps)
    S-Corps are suitable for small to mid-sized domestic businesses, like law firms, dental offices, or family businesses, that want pass-through taxation while still enjoying corporate liability protection.
    They are limited to 100 U.S. individual shareholders and cannot be owned by entities, which makes them less flexible for expansion.

  3. Limited Partnerships (LPs)
    LPs are favored by investment funds, real estate syndicates, and oil & gas ventures because they allow general partners to manage and limited partners to invest passively with limited liability.
    This structure supports raising capital without giving up control, and provides pass-through tax treatment.

  4. Limited Liability Companies (LLCs)
    LLCs are highly flexible and provide limited liability with fewer formalities.
    They are popular among real estate investors, consultants, freelancers, and small business owners who want simple tax treatment and management structure, and the ability to choose how they’re taxed.

S-Corp vs. LLC – Key Distinctions and Why It Matters

Factor S-Corporation (S-Corp) Limited Liability Company (LLC)
Taxation Default pass-through; profits/losses pass to shareholders, taxed on personal returns Default pass-through, but can elect to be taxed as a C-Corp or S-Corp (flexible)
Self-Employment Taxes Owners can pay themselves a salary and avoid self-employment tax on remaining profits All profits subject to self-employment tax unless taxed as S-Corp
Ownership Restrictions ≤ 100 U.S. individuals only; no entities, non-resident aliens, or multiple classes of stock No restrictions — members can be individuals, entities, foreigners; multiple ownership classes allowed
Formality Requirements Requires Board of Directors, corporate bylaws, shareholder meetings, minutes Less formal — no board or annual meetings required (unless state requires)
Profit Distribution Must distribute profits strictly based on ownership Can allocate profits unevenly, regardless of ownership %
Flexibility Less flexible — designed to mirror a traditional corporation Highly flexible — ideal for tailoring agreements among owners
Ideal For Businesses that want corporate structure with tax efficiency, or plan to draw salaries Businesses needing flexibility in ownership, management, and profit sharing

Choose an S-Corp if:

Choose an LLC if:

SEP IRA vs. SIMPLE IRA

Feature SEP IRA SIMPLE IRA
Full Name Simplified Employee Pension IRA Savings Incentive Match Plan for Employees IRA
Who Can Establish Employers (including self-employed) Employers with ≤ 100 employees
Employee Contribution Not allowed Allowed (up to annual limit)
Employer Contribution Required, discretionary (can vary each year) Required, non-discretionary (match or fixed 2%)
Contribution Limits (2024) Up to 25% of compensation or $69,000 max Employee: $16,000
Employer: match up to 3% or 2% fixed
Catch-Up Contribution (Age 50+) Not allowed Allowed – additional $3,500
Vesting Immediate Immediate
Plan Administration Simple – little paperwork Simple – minimal filing
Employee Eligibility Must have earned $750+ in 3 of last 5 years Earned $5,000 in any 2 preceding years and expects $5,000 this year
Withdrawals Before 59½ Tax + 10% penalty Tax + 25% penalty if within 2 years of participation; 10% thereafter
Ideal For Self-employed or small businesses with variable income Small employers seeking a straightforward plan with employee contributions

Treasury Department Bureaus:

Bureau What It Does
Internal Revenue Service (IRS) Administers and enforces federal tax laws; collects federal taxes.
Bureau of the Fiscal Service (BFS) Manages the government’s accounting, central payment systems, and public debt.
Office of the Comptroller of the Currency (OCC) Regulates and supervises national banks and federal savings associations.
Financial Crimes Enforcement Network (FinCEN) Fights money laundering and terrorism financing through data collection and analysis.
Bureau of Engraving and Printing (BEP) Designs and prints U.S. paper currency and security documents.
U.S. Mint Produces coins and manages their distribution.
Alcohol and Tobacco Tax and Trade Bureau (TTB) Regulates alcohol, tobacco, and firearms taxes and trade practices.
Community Development Financial Institutions Fund (CDFI Fund) Promotes economic opportunity via community development investments.