Clarity for Compensation Act

Section 3(a)(4) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(4)) is amended by adding at the end the following:

A personal services entity shall not be considered a broker solely by reason of receiving compensation on behalf of a registered representative from that representative’s broker at the direction of such representative, if—

(I) the broker instructs or otherwise approves the amount and timing of the payment and maintains records regarding the payment made;

(II) the personal services entity does not hold itself out as a broker;

(III) the personal services entity does not engage in broker or dealer activity, other than the receipt of compensation on behalf of the registered representative;

(IV) the broker maintains adequate supervision and control over the registered representative;

(V) the broker and the personal services entity have a written agreement governing their relationship and the responsibilities of each party regarding compensation arrangements;

(VI) the personal services entity is only owned by—

(aa) the registered representative;

(bb) if the registered representative is an individual, immediate family members of the registered representative; or

(cc) entities wholly owned by—

(AA) the registered representative; or

(BB) if the registered representative is an individual, immediate family members of the registered representative; and

(VII) the personal services entity meets such other requirements as the Commission may prescribe, by rule.

In order to ensure that a personal services entity that is not considered a broker by reason of this subparagraph continues to meet the requirements to not be considered a broker by reason of this subparagraph, the personal services entity shall maintain, and make available upon request to the Commission and the applicable self-regulatory organization, all books and records that both—

(I) the broker from which the personal services entity receives compensation is required to maintain and make available to the Commission and the applicable self-regulatory organization; and

(II) the Commission determines necessary and appropriate to demonstrate that the personal services entity continues to meet the requirements to not be considered a broker by reason of this subparagraph.

In this subparagraph:

With respect to a personal services entity or a registered representative of a broker, the term applicable self-regulatory organization means each self-regulatory organization with which the related broker is required to be registered.

The term broker or dealer activity means an activity undertaken by a broker or a dealer who is registered, or required to be registered, under this Act.

With respect to an individual, the term immediate family member means a spouse, child, parent, brother, sister, grandparent, grandchild, stepparent, stepchild, stepbrother, or stepsister of the individual.

The term personal services entity means an entity that is established by a registered representative to receive compensation for the services of the registered representative and for administrative purposes and other benefits.

With respect to a broker, the term registered representative means a person who is—

(aa) an associated person of a broker or dealer with respect to the broker; and

(bb) registered with the applicable self-regulatory organization.

Section 3(a)(4)(G) of the Securities Exchange Act of 1934, as added by subsection (a), shall take effect on the date that is 180 days after the date of the enactment of this Act.