Series 82 Syllabus — Blueprint & Learning Objectives
FINRA Series 82 syllabus mapped to the official job functions with clear learning objectives and quick links to targeted practice.
This syllabus is based on FINRA’s official Series 82 Content Outline (4 major job functions). Use it as a checklist: cover every objective, then drill questions until you can identify the compliant next step quickly.
Differentiate retail communications, institutional communications, and correspondence and identify the high-level approval and review expectations for each.
Apply fair and balanced communication standards to private offering marketing materials and avoid misleading or promissory statements.
Recognize additional limitations on marketing and advertising for private offerings compared to public offerings and understand why internal approvals matter.
Identify when communications must be reviewed/approved before distribution under firm supervision procedures.
Recognize recordkeeping expectations for communications and marketing materials as part of supervision and audit trail controls.
Private Offering Types, Exemptions, and Distribution Mechanics
Differentiate common offering types and contexts such as primary offerings, private placements, and private investments in public equity (PIPEs).
Identify high-level private offering exemptions from registration and recognize how exemption choice affects disclosure, marketing practices, and resale restrictions.
Recognize special issues in electronic/private online offerings, including documentation and process controls.
Differentiate distribution methods (e.g., firm commitment, standby, all-or-none, best efforts, mini-max) and understand how each affects obligations and execution risk.
Determine investor eligibility at a high level by applying accredited investor and qualified institutional buyer (QIB) concepts.
Explain the purpose of due diligence in private offerings and identify common diligence inputs (financial, industry, operational, management, and product factors).
Describe distribution workflow mechanics, including the role of placement agents and dealer managers, the offering period, indications of interest, and delivering the private placement memorandum (PPM).
Identify obligations and potential liabilities of placement agents and selling group members in private placements at a high level.
Describe underwriting/spread components in private offerings (dealer-manager fees, selling group commissions, and warrant/equity compensation) at a high level.
Recognize prohibited compensation practices involving unregistered introducers or finders and the need to follow firm controls.
Recognize the purpose and basic constraints of Regulation A offerings (purpose, limits, and timing) at a high level.
F2 — Opens Accounts After Obtaining and Evaluating Customers’ Financial Profile and Investment Objectives (18%)
Identify requirements for opening customer accounts and the core customer account information that must be collected and maintained.
Explain common account registration changes and internal transfer considerations at a high level.
Recognize legal and regulatory considerations when opening accounts for retirement plans, including ERISA concepts at a high level.
Recognize high-level requirements related to predispute arbitration agreements used in customer accounts.
Customer Documentation, Authority, and Privacy Controls
Collect and update customer information and required legal documents for account opening and private placement participation.
Perform customer screening and identity/authority checks consistent with firm CIP/KYC processes (individual and entity documentation).
Verify account authorizations (e.g., POA, trust documents, corporate resolutions) and document the scope of authority.
Gather and retain private offering documentation such as subscription agreements, investor questionnaires, and QIB certification letters (as applicable).
Recognize documentation considerations for electronic private placement offerings and ensure records are retained per firm controls.
Apply privacy and safeguarding expectations under Regulation S-P at a high level (initial privacy notices, opt-out, and disclosure limitations).
Identify red flags and escalate suspicious activity under firm supervisory procedures.
Customer Investment Profile, Accreditation, and Objectives
Make reasonable efforts to obtain and document the customer’s investment profile, including holdings, assets/liabilities, income, net worth, and tax status.
Incorporate additional profile factors such as age, dependents, employment, investment experience, liquidity needs, and other relevant circumstances.
Differentiate common investment objectives (e.g., preservation of capital, income, growth, speculation) and relate them to product risk.
Explain basic tax consequences of securities transactions at a high level (holding period, cost basis, dividends, and interest income).
Verify investor accreditation and sophistication where required and document the basis for eligibility decisions.
Apply high-level suitability and best interest standards when gathering profile information and preparing for recommendations.
Supervisory Approvals and Safeguarding
Identify required supervisory review, approvals, and documentation for account opening and ongoing maintenance.
Explain firm controls for physical receipt, delivery, and safeguarding of cash, checks, and securities at a high level.
Recognize circumstances that may justify refusing or closing accounts under firm policies.
Recognize how supervision and supervisory control system requirements support compliant account opening practices.
F3 — Provides Customers with Information About Investments, Makes Recommendations, Transfers Assets and Maintains Appropriate Records (26%)
Provide customers with fair and balanced information about investment strategies, risks, and rewards.
Identify and appropriately disclose conflicts of interest at a high level when discussing investment products and services.
Recognize when a customer may be entitled to receive the firm’s most recent financial condition information (high level).
Suitability and Best Interest Recommendations for Private Placements
Apply know-your-customer concepts and customer investment profiles to evaluate whether a private placement recommendation is appropriate.
Apply suitability and best interest obligations by assessing risk understanding, product alignment with objectives, and portfolio context.
Differentiate equity and debt instruments in the context of private placements and identify high-level risk implications.
Evaluate concentration risk versus diversification and recognize when a concentrated/speculative portfolio requires higher risk capacity and monitoring.
Recognize fair pricing and commission expectations at a high level when making recommendations.
Recognize member private placement rule considerations for offerings issued by members and follow firm controls.
Recognize prohibited practices related to coordination or intimidation and escalate concerns under supervision.
Required Disclosures, Portfolio Risk Concepts, and Customer Protection
Provide required disclosures regarding investment products, including characteristics, risks, services, and expenses at a high level.
Explain purchasing power risk and how inflation can affect the real value of income and principal over time.
Relate diversification across common security types (bonds, preferred, common, convertibles) to downside protection and inflation-hedge concepts.
Evaluate liquidity and marketability needs when discussing securities, especially in the context of limited liquidity in private offerings.
Explain how taxability and a customer’s tax bracket can affect after-tax outcomes (high level).
Explain callability/call protection and convertibility/forced conversion concepts at a high level and how they can affect customer objectives.
Apply customer protection concepts such as charges for services and policies addressing financial exploitation (high level).
Books and Records, Account Requests, and Regulation FD Awareness
Maintain required books and records for customer communications, account activity, and private placement documentation under firm procedures.
Recognize high-level record creation and preservation expectations for broker-dealers (SEC recordkeeping rules).
Process customer requests and retain documentation to support an auditable record of actions taken.
Recognize Regulation FD’s purpose at a high level and avoid selective disclosure issues when communicating material information.
F4 — Obtains and Verifies Customers’ Purchase Instructions and Agreements; Processes, Completes and Confirms Transactions (6%)