FINRA SIE EXAM · STUDY GUIDE

Chapter 3 — Trading, Accounts & Prohibited Activities

How an order actually becomes a trade, how customer accounts are structured and protected, and the specific behaviors that end careers in this industry.

23scored items
31%of total exam
2ndlargest chapter
12+named prohibited acts

This chapter is where the exam stops asking "what is this product" and starts asking "what's actually allowed to happen to it." Orders, settlement, account structures, and — perhaps most testable of all — the specific list of things a registered person is never allowed to do.

3.1Orders & Trading Strategies

Every trade starts as an instruction, and the exam wants precision about what each instruction actually promises. A market order guarantees execution but not price — it fills immediately at whatever the best available price is. A limit order guarantees price but not execution — it only fills at the specified price or better, and may never fill at all if the market doesn't cooperate. A stop order sits dormant until the market hits a trigger price, at which point it becomes a market order — useful for limiting losses on an existing position.

Order type What it guarantees What it doesn't
Market Execution, immediately Price
Limit Price (at least as good as specified) Execution — may not fill
Stop Becomes a market order once triggered Exact fill price after triggering
Good-'til-canceled (GTC) Stays open until filled or canceled Any price guarantee — depends on the order type it modifies
Bid $49.80 highest price a buyer will pay Ask $50.00 lowest price a seller will accept ↔ the "spread" — a buy market order fills near the ask
Bid = what buyers offer. Ask = what sellers want. The spread is the market maker's built-in profit margin.

Who's deciding, and who's on the other side

A discretionary order lets the registered representative choose the security, the amount, or the action without checking with the client first (within limits set by a signed discretionary authorization). A non-discretionary order requires the client's explicit instruction for every element of the trade. Separately, an order is solicited if the rep recommended it, or unsolicited if the client initiated it entirely on their own — a distinction that matters heavily for suitability obligations, since a firm bears more responsibility for trades it actively recommended.

On the firm side, a broker-dealer can act in one of two capacities: as principal, trading from its own inventory (buying from or selling to the customer directly, and typically marking up or down the price instead of charging a commission), or as agent, simply arranging the trade between two other parties and charging a commission for the service.

Position types

Being long means you own the security outright — your maximum loss is capped at what you paid. Being short means you've sold a security you don't own (borrowed to sell, with an obligation to buy it back later) — a bet that the price will fall, but with theoretically unlimited loss potential, since there's no ceiling on how high a price can rise. Bullish describes an expectation that prices will rise; bearish describes an expectation that prices will fall.

Exam Trap

Going long has a floor on loss (the stock can only go to zero) but no ceiling on gain. Going short is the mirror image in the worst way: gain is capped (the stock can only go to zero), but loss is theoretically unlimited, since there's no cap on how high a borrowed stock's price can climb before you're forced to buy it back.

3.2Investment Returns

Return isn't one number — it's the sum of several distinct components, and the exam expects you to recognize each piece separately. Interest and dividends are income paid out along the way. Realized gains are profits locked in by an actual sale; unrealized gains are paper profits on something still held — real on paper, but not yet taxable or spendable. Return of capital is a distribution that isn't profit at all — it's simply the investor's own original money being handed back, which is why it isn't taxed as income.

Dividends: cash, stock, and the dates that matter

A cash dividend pays shareholders actual money. A stock dividend pays shareholders in additional shares instead — it doesn't add real value on its own, since the same company value is now split across more shares, but it's a common tool for signaling confidence or increasing share liquidity. Every dividend moves through three key dates in sequence:

Declaration company announces Ex-Dividend buy on/after → no dividend Record must be owner of record Payable cash/shares actually paid
Order matters: declaration → ex-dividend → record → payable, always in that sequence.
Worked Example

A company sets a record date of Thursday. Because trades settle one business day after execution, you must buy the stock no later than Wednesday to be the owner of record on Thursday and receive the dividend. Buy it Thursday (the ex-dividend date) or later, and the dividend goes to the seller instead — which is exactly why a stock's price typically drops by roughly the dividend amount on the ex-dividend date itself.

Measuring return

Yield to maturity (YTM) and yield to call (YTC) (covered in Chapter 2) express a bond's total return under different holding assumptions. Total return is the broadest measure — it captures income plus price appreciation (or depreciation) over the full holding period, for any security. A basis point is simply 1/100th of one percent (0.01%) — a precise way to express small rate or yield changes without the ambiguity of saying "a small increase."

Cost basis is what an investor originally paid for a security (plus certain adjustments), and it's the number used to calculate a gain or loss when the position is eventually sold — a foundational input for tax reporting. Benchmarks and indices (the S&P 500, the Dow) exist to give a return context: a 6% gain looks very different in a year the benchmark returned 15% versus a year it returned -10%.

3.3Trade Settlement

A trade "happening" (execution) and a trade actually finalizing (settlement) are two different moments in time. Most equity and corporate bond trades today settle on a T+1 basis — one business day after the trade date — meaning ownership and payment officially change hands the next business day, even though the trade itself was agreed today (T).

Settlement also happens in one of two mechanical forms: physical delivery, where an actual paper certificate changes hands (increasingly rare), or book entry, where ownership is simply recorded electronically at a depository like the DTCC — the overwhelming majority of trades today settle this way, since it's faster and eliminates the risk of a lost or stolen certificate.

3.4Corporate Actions

A corporate action is any event, initiated by the issuer, that changes the security itself or investors' relationship to it. The exam cares most about splits, buybacks, and the mechanics of how shareholders get informed and get to vote.

Action What happens
Stock split Increases share count, proportionally lowers price per share — total position value is unchanged
Reverse split Decreases share count, proportionally raises price per share — often used to avoid delisting for trading too low
Buyback Company repurchases its own shares, reducing shares outstanding
Tender offer A formal offer to buy shares directly from shareholders, usually at a premium to market price
Exchange offer Shareholders are offered a different security in exchange for what they hold
Rights offering Existing shareholders offered the chance to buy new shares, usually at a discount, to maintain their ownership percentage
Merger / Acquisition (M&A) Two companies combine, or one absorbs another — often converts shares of the target into cash or acquirer shares
Worked Example

An investor holds 100 shares at $60 each ($6,000 total) when the company announces a 2-for-1 split. After the split, they hold 200 shares at $30 each — still $6,000 total. Their original cost basis also splits proportionally: if they'd paid $50/share originally, the adjusted basis becomes $25/share, so any future gain or loss calculation still reflects what they actually paid.

Corporate actions come with formal notices and deadlines — shareholders must be informed in time to act (tendering shares, exercising rights) before a window closes. And shareholders who can't attend a shareholder meeting in person can vote by proxy — assigning their voting rights to someone else (often company management) to cast on their behalf.

3.5Account Types

Account type What defines it
Cash Customer must pay in full for purchases — no borrowing
Margin Customer can borrow part of the purchase price from the firm, using securities as collateral — amplifies both gains and losses
Options Requires separate approval; customer must receive the ODD and meet suitability standards specific to options trading
Discretionary Rep can place trades without checking each one with the client first, under signed authorization
Non-discretionary Client approves every trade individually
Fee-based Client pays an ongoing fee (often a % of assets) rather than per-trade commissions
Commission-based Client pays per transaction
Educational (e.g., 529) Tax-advantaged, restricted to qualified education expenses

3.6Account Registrations

Registration describes who legally owns the account, which is a separate question from what kind of trading it permits.

Registration Who owns/controls it
Individual One person, sole legal owner
Joint Two or more owners, with rights and control terms spelled out by the joint agreement (e.g., joint tenants with rights of survivorship)
Corporate / Institutional A legal entity, not an individual — trading authority set by corporate resolution
Trust Held by a trustee for beneficiaries; revocable trusts can be changed by the grantor, irrevocable trusts generally cannot
Custodial (UTMA) Held by an adult custodian for a minor — the minor is the beneficial owner, the custodian controls it until the minor reaches the age of majority
Partnership Owned by a partnership entity; trading authority defined by the partnership agreement

Retirement accounts

Traditional IRA Roth IRA
Contributions Often tax-deductible going in Made with after-tax dollars — no upfront deduction
Withdrawals Taxed as ordinary income Qualified withdrawals are tax-free
Required minimum distributions (RMDs) Required starting at the applicable age Not required during the original owner's lifetime

Qualified plans (like an employer-sponsored 401(k)) also carry specific rules on contributions and RMDs, generally following the same tax-deferred logic as a traditional IRA while adding employer-specific features like matching contributions.

3.7Anti-Money Laundering (AML)

Money laundering is the process of disguising illegally obtained money to make it appear legitimate. It moves through three classic stages, and the exam expects you to recognize each by name:

Placement dirty money enters the financial system Layering complex transactions obscure the source Integration funds re-enter the economy looking clean
Structuring — breaking large deposits into smaller ones to dodge reporting thresholds — is a classic placement-stage tactic.

Every broker-dealer must maintain a written AML compliance program. Two specific reports drive detection: a Suspicious Activity Report (SAR) is filed confidentially whenever a transaction looks suspicious, regardless of dollar amount; a Currency Transaction Report (CTR) is filed for cash transactions over a specific reporting threshold, suspicious or not. FinCEN is the Treasury bureau that collects and analyzes this reporting. The Office of Foreign Asset Control (OFAC) maintains the Specially Designated Nationals (SDN) list — firms must screen customers against it and are prohibited from doing business with anyone on it.

Exam Trap

A SAR is filed confidentially — the firm must never tip off the customer that a report was filed ("tipping off" is itself a violation). A CTR, by contrast, is a routine dollar-threshold report and isn't inherently confidential in the same sense — it's simply a standard filing triggered automatically by the transaction size.

3.8Books, Records & Privacy

Firms must retain specific records for specific periods — confirmations of every trade, periodic account statements, and correspondence — creating the audit trail regulators rely on. A business continuity plan (BCP) is a firm's documented plan for staying operational (or recovering quickly) through a disruption like a natural disaster or system outage. Firms may hold customer mail only under specific conditions (such as the customer traveling), and must safeguard customer assets under strict custody rules.

Regulation S-P governs how firms handle nonpublic personal information (NPI) — a customer's financial and personal details. It requires firms to keep that information confidential, provide customers with privacy notifications explaining what's collected and how it's used, and maintain safeguards (technical and procedural) to prevent unauthorized access.

3.9Communications & Suitability

Communications with the public are classified by audience and reach, with different levels of review required depending on how broadly a message is sent. Telemarketing carries its own layer of restriction, including honoring a customer's placement on the firm's or the national do-not-call list.

Know-Your-Customer and suitability

Know-your-customer (KYC) is the foundational obligation to actually understand who you're dealing with — their financial situation, objectives, and risk tolerance — before recommending anything. Suitability obligations then build on that foundation in three layers: reasonable-basis suitability asks whether a recommendation is suitable for at least some investors, based on reasonable diligence into the product itself; customer-specific suitability asks whether it's suitable for this particular customer, given what KYC revealed; and quantitative suitability asks whether the volume and frequency of recommended trades, taken together, are excessive for the customer's profile — even if each individual trade looked fine in isolation.

What counts as a recommendation in the first place matters too — a general market commentary isn't the same as a specific call to buy or sell a particular security, and the suitability obligation attaches specifically to the latter.

3.10Market Manipulation

Market manipulation is any deliberate attempt to interfere with the free and fair operation of the market — artificially inflating, deflating, or maintaining a security's price rather than letting genuine supply and demand set it. The SIE tests a specific glossary of named manipulative practices:

Practice What it is
Pump and dump Hyping a (often thinly-traded) stock with false or misleading claims to inflate its price, then selling into the artificial demand
Front running Trading ahead of a known, pending large customer order using that advance knowledge to profit before the order's own price impact hits
Excessive trading (churning) Trading a customer's account more than their objectives justify, primarily to generate commissions
Marking the close Executing trades right at market close specifically to manipulate the closing price
Marking the open Same idea, aimed at manipulating the opening price instead
Backing away A market maker failing to honor its own publicly quoted price
Freeriding Buying and selling a security without ever actually paying for the purchase first
Market rumors Spreading false or misleading information to move a security's price

3.11Insider Trading

Insider trading is trading a security based on material nonpublic information (MNPI) — information significant enough that a reasonable investor would consider it in making a decision, and that hasn't yet been released to the public. It's not limited to corporate executives: anyone who receives and trades on MNPI can be liable, including someone who simply passed the tip along (a "tipper") and the person who acted on it (the "tippee").

Penalties are severe and layered — they can include steep fines (often a multiple of the profit gained or loss avoided), permanent expulsion from the industry, and criminal incarceration. This is one of the areas where the exam expects you to understand that ignorance of a tip's origin doesn't automatically excuse trading on it, if the circumstances made it reasonably clear the information wasn't public.

3.12Other Prohibited Activities

Prohibited activity The rule in plain terms
IPO purchase restrictions Associated persons are generally restricted from buying shares in new equity IPOs — meant to stop industry insiders from front-running retail access to hot offerings
Manipulative/deceptive devices Broad catch-all prohibition on fraud in connection with buying or selling securities
Borrowing from customers Generally prohibited, with narrow exceptions (e.g., the customer is a family member or a financial institution in that business)
Sharing in customer accounts A rep generally can't share in the profits/losses of a customer's account
Financial exploitation of seniors Specific rules require extra protections and reporting when a specified adult (often elderly) shows signs of being financially exploited
Activities of unregistered persons Unregistered individuals can't be paid commissions or solicit/take customer orders
Signatures of convenience Forging or allowing someone else to sign on a customer's behalf without authority — a serious, common enforcement violation
Falsifying records Includes both creating false records and improperly failing to maintain/retain required ones
Exam Trap

"Signatures of convenience" sounds harmless — like just saving a client a trip to sign paperwork. On the exam and in practice, it's treated as a serious falsification issue: even signing with a customer's verbal permission, without their actual signature, is a books-and-records violation.

Practice Exam

20 FINRA-style questions covering all sections of Chapter 3

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