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Trading, Settlement, Customer Accounts, and Prohibited Activities

This chapter covers the mechanics of how securities trade and change hands, the timeline for completing a trade, the different ways customers hold their assets, and the conduct rules that keep the markets fair. It is the largest section of the SIE exam because day-to-day brokerage work touches all of these areas. Master how orders are entered and filled, how a trade settles and clears, which account type fits which customer, and the bright-line conduct rules that separate a legitimate transaction from a violation. Anti-money-laundering obligations round out the chapter, since every firm must know its customers and watch for suspicious money movement.

How Trades Happen: Orders, Quotes, and Market Roles

When a customer wants to buy or sell, the instruction is captured as an order. A market order fills immediately at the best price available, while a limit order sets a maximum price to pay or a minimum price to accept and will only fill at that price or better. Stop orders sit dormant until the market reaches a trigger price, then activate. Every quoted security shows a bid (the highest price buyers will pay) and an ask or offer (the lowest price sellers will take); the gap between them is the spread, which is effectively a cost of trading and tends to be wider for thinly traded securities. A customer who buys expecting prices to rise is long; a customer who borrows shares to sell now and repurchase later at a hoped-for lower price is short. Trades occur either on organized exchanges, which use a centralized auction, or in the over-the-counter (OTC) market, a decentralized dealer network connected electronically.

Market vs. limit orders serve different goals
A market order prioritizes speed and certainty of execution but not price; a limit order prioritizes price but may never fill if the market does not reach the specified level.
FINRA Rule 5310 (Best Execution)
The spread reflects liquidity
The narrower the bid-ask spread, the more liquid and heavily traded the security; wide spreads signal thin markets and higher trading costs.
Short selling carries unlimited theoretical risk
A short seller profits if the price falls but faces potentially unlimited loss if the price rises, because there is no ceiling on how high a security can climb.
Regulation SHO
Exchanges and OTC differ in structure
Exchanges centralize orders through an auction with designated market makers or specialists, while the OTC market is a negotiated dealer network where prices are quoted by competing firms.

Market Makers, Agency, and Principal Transactions

A firm can act in two capacities when handling a trade. As an agent (or broker), it arranges a transaction between a customer and a third party and charges a commission for the service, never taking the security into its own inventory. As a principal (or dealer), it trades from its own account, selling securities it owns to the customer or buying securities into inventory, and earns its compensation through a markup or markdown built into the price rather than a separate commission. A market maker is a dealer that continuously quotes both a bid and an ask for a given security, standing ready to buy or sell and thereby providing liquidity. The capacity in which a firm acts must be disclosed to the customer on the trade confirmation, and a firm cannot charge both a commission and a markup on the same trade.

Agency means commission; principal means markup
Acting as agent, a firm earns a disclosed commission; acting as principal, it earns a markup (on a sale) or markdown (on a purchase) embedded in the price.
FINRA Rule 2121 (Fair Prices and Commissions)
Capacity must be disclosed on the confirmation
Every trade confirmation must state whether the firm acted as agent or principal so the customer understands how the firm was compensated.
Securities Exchange Act of 1934, Rule 10b-10
Market makers provide two-sided quotes
A market maker commits to continuously posting both a bid and an offer, supplying liquidity and profiting from the spread between them.
Markups must be fair and reasonable
Regulators expect markups, markdowns, and commissions to be reasonable in light of market conditions; excessive charges violate fair-pricing standards.
FINRA Rule 2121

Settlement, Clearing, and Corporate Actions

Executing a trade is only the first step; the trade must then settle, meaning cash and securities actually change hands. For most securities, settlement occurs one business day after the trade date, known as T+1. Clearing organizations sit between the buying and selling firms, guaranteeing performance and netting obligations so that securities and money flow correctly. Corporate actions are events initiated by an issuer that affect its shareholders, such as dividends, stock splits, and mergers. Several key dates govern who is entitled to a dividend: the declaration date announces it, the record date determines who is on the books as an owner, the ex-dividend date is the cutoff after which a buyer no longer receives the pending dividend, and the payable date is when the dividend is actually paid. Under a T+1 cycle, the ex-dividend date is typically the same business day as the record date.

Regular-way settlement is T+1
Most equity, corporate bond, and municipal transactions settle one business day after the trade, so cash and securities exchange on T+1.
Securities Exchange Act of 1934, Rule 15c6-1
Clearing firms guarantee and net trades
A central clearing organization steps between counterparties to guarantee settlement and net offsetting positions, reducing risk and the volume of movements.
The ex-dividend date decides dividend entitlement
An investor must own the security before the ex-dividend date to receive the declared dividend; buying on or after that date means the seller keeps it.
Corporate actions can be mandatory or voluntary
Some events like stock splits and cash dividends happen automatically to all holders, while others such as tender offers require the shareholder to elect to participate.

Types of Customer Accounts

Firms open accounts in several forms to match how customers own and control their assets. An individual account has one owner. A joint account has two or more owners; joint tenants with right of survivorship (JTWROS) pass a deceased owner's share automatically to the survivors, while tenants in common (TIC) pass a deceased owner's share to that person's estate. A custodial account, such as an UGMA or UTMA account, is opened by an adult for the benefit of a minor, with the custodian managing it until the minor reaches the age of majority. A trust account is managed by a trustee according to a trust document for named beneficiaries. Retirement accounts, including traditional and Roth IRAs and employer plans, receive special tax treatment in exchange for contribution and withdrawal rules. A discretionary account authorizes the representative to make trades without contacting the customer first, but only with prior written authorization.

JTWROS and TIC differ at death
In JTWROS the surviving owners inherit the deceased's share; in tenants in common the share passes to the deceased owner's estate rather than to co-owners.
Custodial accounts have one custodian and one minor
An UGMA or UTMA account is controlled by a single custodian for a single minor beneficiary, and the assets become the minor's property at the age of majority.
Discretion requires prior written authorization
A representative may exercise discretion over which security, quantity, or action to take only after the customer has signed a written discretionary authorization and the firm has approved the account.
FINRA Rule 3260 (Discretionary Accounts)
Retirement accounts trade tax benefits for rules
IRAs and qualified plans offer tax-deferred or tax-free growth in exchange for annual contribution limits and penalties for early or missed distributions.
Internal Revenue Code

Prohibited Activities and Conduct Violations

Securities law draws bright lines around conduct that harms investors or distorts markets. Insider trading is buying or selling based on material nonpublic information in breach of a duty, and it is prosecuted aggressively. Market manipulation includes schemes like painting the tape, matched orders, and pump-and-dump campaigns that create a false appearance of trading activity or price. Churning is excessive trading in a customer's account driven by the representative's desire for commissions rather than the customer's interests. Unauthorized trading is entering an order without the customer's consent in a non-discretionary account. Selling away is a representative privately arranging securities transactions outside the firm without the firm's knowledge and approval. Each of these can lead to fines, suspension, or a permanent bar from the industry.

Insider trading breaches a duty of trust
Trading on material nonpublic information, or tipping it to others, violates the law when it breaches a fiduciary or similar duty owed to the source of the information.
Securities Exchange Act of 1934, Rule 10b-5
Manipulation creates false market signals
Wash trades, matched orders, and pump-and-dump schemes are prohibited because they deceive other investors about genuine supply, demand, or price.
Securities Exchange Act of 1934, Section 9
Churning puts commissions ahead of the customer
Excessive trading that serves the representative's compensation rather than the customer's objectives violates suitability and fair-dealing standards.
FINRA Rule 2111 (Suitability)
Selling away must be pre-approved
A representative may not engage in private securities transactions outside the firm without giving prior written notice and, for compensated deals, obtaining the firm's written approval.
FINRA Rule 3280 (Private Securities Transactions)

Anti-Money-Laundering: BSA, CIP, and Reporting

The Bank Secrecy Act (BSA) is the foundation of the U.S. anti-money-laundering framework, requiring financial institutions to help the government detect and prevent money laundering. Every broker-dealer must maintain a written AML compliance program with a designated officer, ongoing training, and independent testing. The Customer Identification Program (CIP) requires firms to verify the identity of each customer at account opening by collecting name, date of birth, address, and a taxpayer identification number. Know Your Customer (KYC) obligations go further, requiring firms to understand each customer's financial situation and objectives. Firms must file a Suspicious Activity Report (SAR) when they detect transactions that appear designed to evade reporting or that lack a lawful purpose, and a Currency Transaction Report (CTR) for cash transactions exceeding a set dollar threshold in a single day.

Every firm needs a written AML program
The BSA requires a documented AML program with a compliance officer, employee training, and independent testing to detect and report suspicious activity.
Bank Secrecy Act
CIP verifies identity at account opening
Firms must collect and verify a customer's name, date of birth, physical address, and taxpayer identification number before or shortly after opening an account.
USA PATRIOT Act, Section 326
SARs are filed confidentially
A firm files a Suspicious Activity Report when it identifies potentially illicit activity, and it may not disclose the filing to the customer involved.
Bank Secrecy Act
Large cash movements trigger a CTR
Cash transactions above a defined daily threshold require a Currency Transaction Report, and structuring transactions to stay under that threshold is itself illegal.
Bank Secrecy Act
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Last updated: July 2026

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