Amplitude Script Amplitude Script
Capital Raisers & Issuers

The Broker-Dealer Built for Capital Raisers

Placement agents and capital raise advisors who conduct securities transactions are generally required to be affiliated with a FINRA-registered broker-dealer. Finalis provides that affiliation, along with the compliance infrastructure and platform tools to run your practice.

Speak with our team

Why Capital Raisers Need a Registered Broker-Dealer

Raising capital for private companies involves conducting securities transactions. Under federal securities law, professionals who solicit investors, negotiate deal terms, or receive transaction-based compensation in connection with a securities offering are generally required to register as broker-dealers, or to associate with a FINRA-registered member firm.

This requirement applies to a broad range of capital raising activities: Regulation D private placements, pre-IPO rounds, structured capital raises, and fund placements. The SEC and FINRA have consistently held that receiving transaction-based compensation — a success fee, a placement fee, a finder’s fee tied to a completed offering — is a hallmark of broker-dealer activity.

Operating outside this framework creates significant legal and regulatory exposure for both the professional and the issuer.

Independent capital raisers have two options: register their own broker-dealer, or affiliate with an existing FINRA member firm.

Registering your own firm requires significant capital, infrastructure, and ongoing regulatory overhead. Affiliation with an established broker-dealer like Finalis is the practical path for most independent professionals.

Capital Raising Activities That Require Broker-Dealer Registration

Regulation D Private Securities
Rule 506(b) and 506(c) offerings under Reg D are among the most common structures for private capital raises. According to the SEC’s Regulation D notice filings database, Reg D is the primary exemption used for private securities offerings in the United States. When a placement agent is involved in soliciting or facilitating investor interest in a Reg D offering for compensation, FINRA registration is generally required.
Pre-IPO Rounds and Late-Stage Private Rounds
Capital raises for pre-IPO companies — whether structured as SAFEs, convertible notes, preferred equity rounds, or secondary liquidity programs — typically involve the sale of securities. Advisors facilitating these transactions for transaction-based compensation are generally required to be registered.
Regulation S Offerings
Offerings made outside the United States under Regulation S may still involve U.S. persons or U.S.-registered professionals. Advisors participating in Reg S offerings who receive transaction-based compensation should seek qualified legal counsel and typically need to operate within a registered broker-dealer framework.
Structured Capital Raises and Fund Placements
Placement agents who raise capital for private funds, real estate vehicles, or structured products receive transaction-based compensation tied to securities offerings. FINRA registration is generally required for these activities.
Capital raisers should consult qualified legal counsel to evaluate the registration requirements specific to their practice and deal types.

How Finalis Affiliation Works

When you affiliate with Finalis, you become a registered representative of a FINRA member firm. This means your capital raising activities are conducted under the supervisory framework of an established broker-dealer, with the compliance infrastructure to support a professional practice.

Registration and Onboarding
Finalis handles Form U4 filing and ongoing FINRA registration maintenance. The onboarding process is designed to move efficiently — no building infrastructure from scratch, no applying to become a new member firm.
Compliance Workflow
Every engagement requires a Finalis-reviewed engagement letter before work begins. Compliance review is built into the workflow, not bolted on after the fact. Finalis’s compliance team reviews transactions for regulatory fit, deal structure, and disclosure requirements.
Deal Execution Tools
Finalis members have access to a virtual data room built for capital raise transactions. Organize investor materials, manage due diligence document flows, and maintain deal documentation in a platform purpose-built for private markets.
Ongoing Support
Finalis provides ongoing compliance support throughout the life of each transaction. Members have access to guidance on deal structure, offering documents, and investor communications — designed to support regulatory requirements without slowing down deal execution.

Who Finalis Is Designed For

Finalis serves capital raising professionals who need the regulatory infrastructure of a FINRA member firm, without the cost and complexity of running their own broker-dealer.
Independent placement agents raising capital for private companies, funds, or structured vehicles.
Capital raise advisors moving from institutional finance to independent practice.
Boutique capital raising firms running Reg D private placements or pre-IPO rounds.
Professionals advising issuers on fundraising strategy who receive transaction-based compensation.
Investment bankers expanding their practice to include capital raising alongside M&A advisory.
Professionals re-entering capital markets who need to restore or establish FINRA registration. If you raise capital for private companies and receive fees tied to completed transactions, Finalis provides the broker-dealer infrastructure to do that work in compliance with FINRA and SEC requirements.

Frequently asked questions

 Do capital raisers need a broker-dealer?

+

In most cases, yes. Professionals who raise capital for private companies and receive transaction-based compensation — such as placement fees or success fees tied to a completed securities offering — are generally required to register as broker-dealers or to be associated with a FINRA-registered member firm under SEC and FINRA rules. Capital raisers should consult qualified legal counsel to evaluate the specific registration requirements applicable to their practice.

What is a placement agent and do they need FINRA registration?

+

A placement agent is a professional who solicits investors on behalf of an issuer — a company or fund seeking to raise capital — in exchange for a fee tied to the completed transaction. Because this activity involves the solicitation and sale of securities for transaction-based compensation, placement agents are generally required to be registered with FINRA as a broker-dealer or as a registered representative of a FINRA member firm. According to the SEC, receiving transaction-based compensation is a key indicator of broker-dealer activity requiring registration.

What is a Reg D private placement and who can run one?

+

How does broker-dealer affiliation work for placement agents?

+

Broker-dealer affiliation means registering as a representative of an existing FINRA member firm rather than creating a new broker-dealer. The affiliated professional conducts capital raising activities under the supervisory framework and FINRA registration of the member firm. Finalis manages the Form U4 filing, ongoing registration maintenance, compliance review of transactions, and the supervisory infrastructure required by FINRA rules. The affiliated professional runs their own practice while operating within that framework.

What does Finalis provide for capital raising professionals?

+

Finalis provides FINRA broker-dealer affiliation for independent placement agents and capital raise advisors. This includes Form U4 filing and registration maintenance, compliance review of engagement letters and transactions, a virtual data room for deal documentation, platform tools for running an independent practice, and access to the Finalis member network. Finalis is designed for professionals who need a professional broker-dealer infrastructure without the cost and complexity of operating their own FINRA member firm.

What types of offerings can I run as a Finalis member?

+

Finalis members can conduct capital raising activities that fall within the firm’s supervisory framework, including Regulation D private placements, pre-IPO rounds, and other private securities transactions. The specific transaction types available to any given member depend on their registration status, qualifications, and the compliance review process. Members should discuss their intended practice with the Finalis team during onboarding.

Can I raise capital for pre-IPO companies through Finalis?

+

Yes. Capital raises for pre-IPO companies — whether structured as preferred equity rounds, convertible notes, SAFEs, or secondary transactions — typically involve the sale of securities and require broker-dealer affiliation. Finalis members can conduct pre-IPO capital raising activities within the firm’s supervisory and compliance framework. The structure of each transaction is reviewed through the Finalis compliance process before engagement.

How is capital raising different from M&A advisory under FINRA rules?

+

M&A advisory and capital raising are both considered broker-dealer activities under FINRA rules when transaction-based compensation is involved, but they involve different transaction types, deal structures, and regulatory considerations. M&A advisory involves the sale of a company or business unit. Capital raising involves selling securities — equity, debt, or convertible instruments — to investors on behalf of an issuer. Finalis serves both M&A advisors and capital raising professionals, but the compliance workflows and transaction structures are treated separately.

Ready to Build Your Capital Raising Practice?

Finalis works with placement agents and capital raise advisors at every stage — from first registration to established independent practice. Start with a conversation.

Speak with our team