Given recent turbulence in the financial services industry, you may be wondering what would happen to your
securities account if your brokerage firm closed its doors.
In virtually all cases, when a brokerage firm ceases to operate, customer assets are safe and typically are
transferred in an orderly fashion to another registered brokerage firm. Multiple layers of protection safeguard
investor assets. For example, registered brokerage firms must keep their customers' securities and cash
segregated from their own so that, even if a firm fails, its customers' assets will be safe. Brokerage firms
are also required to meet minimum net capital requirements to reduce the likelihood of insolvency, and to be
members of the Securities Investor Protection Corp (SIPC), which protects customer securities accounts up to
$500,000. SIPC protection comes into play in those rare cases of firm failure where customer assets are
missing because of theft or fraud.
This publication explains the role regulators - including FINRA - play when a firm goes out of business
unexpectedly, and what you should know and do in the event that your brokerage firm ceases to
operate. While the customer safeguards are extensive and the track record of making investors whole in the
aftermath of a financial crisis is strong, not all investor assets may be covered, and there are steps and
precautions investors can take to help protect their assets-not to mention their peace of mind.
Regulatory Safety Net
Brokerage firms are required to follow certain rules that are designed to minimize the chances of financial
failure and, more importantly, to protect customer assets if they do fail. For example, the SEC's Rule 15c3-1 - the
"Net Capital Rule" - requires brokerage firms to maintain certain levels of their own liquid
assets. The minimum net capital a firm must have on hand depends on its size and business.
In addition, the SEC's Rule 15c3-3 - the "Customer Protection Rule" - requires brokerage
firms that have custody of customer assets to keep those assets separate from their own accounts. In other
words, customers' cash must be placed in a special, separate "reserve" account; and fully paid customer securities
must be kept separate from firm and customer margin securities.
Carrying and Introducing Firms
To understand how these rules work, it is helpful to understand the difference between "clearing and
carrying" firms (or "carrying" firms for short) and "introducing" firms. When you open an account with a
brokerage firm that is a carrying firm, the firm not only handles your orders to buy and sell securities, but it
also maintains custody of your securities and other assets (like any cash in your account). With an introducing
firm, the brokerage firm accepts your orders - but it will have an arrangement with a carrying firm to maintain
custody of your securities account. Because they have custody of customer assets, carrying firms must maintain
higher levels of net capital than introducing firms - and they are responsible for segregating the customer funds
and securities in their custody.
Additional rules require firms that do business with public customers to have their financial statements audited
by an independent accounting firm annually. All brokerage firms must file financial statements (on Form X-17A-5)
with the SEC - and those that are publicly traded must file quarterly, annual and other periodic reports with the
SEC (which investors can view using the SEC's EDGAR database of company filings).
What Happens to My Account?
Historically, brokerage firms that have faced financial insolvency - meaning they cannot meet their financial
obligations as they come due - have handled the crisis in different ways. Some have been able to find a buyer to
stave off insolvency. Bear Stearns, for example, was bought by J.P. Morgan in 2008.
Other firms self-liquidate, as did Drexel Burnham Lambert in 1990. When a brokerage firm self-liquidates,
securities regulators, including the SEC and FINRA, work with the firm to make sure that customer accounts are
protected and that customer assets are transferred in an orderly fashion to one or more SIPC-protected brokerage
If My Firm Fails, What Do I Do?
The failure of a brokerage firm will understandably cause some anxiety for the firm's customers. The first thing
you should do is avoid panic. If you hear your firm is in financial trouble, contact the firm to see what
procedures you should follow. For example, there may be a window of time when you cannot trade or transfer your
What Happens if SIPC Protection Is Invoked?
SIPC is a non-profit organization created in 1970 under the Securities Investor Protection Act (SIPA) that
provides limited coverage to investors on their brokerage accounts if their brokerage firm becomes insolvent. All
brokerage firms that do business with the investing public are required to be members of SIPC. SIPC
protection is limited. It covers the replacement of missing stocks and other securities up to
$500,000, including $250,000 in cash claims. However, it does so only when a firm shuts down due to
financial circumstances in which customer assets are missing - because of theft, conversion, or unauthorized
trading - or are otherwise at risk because of the firm's failure.
SIPC does not cover the following:
Ordinary market loss;
Investments in commodity futures, fixed annuities, currency, hedge funds or investment contracts (such as
limited partnerships) that are not registered with the SEC; and
Accounts of partners, directors, officers or anyone with a significant beneficial ownership in the failed
SIPC coverage of $500,000 is extended to each "legal customer". For instance, if you have
three accounts at a firm - and one is an individually held account in your name only, another is a joint account
with your spouse, and a third is an IRA account in your name - each account is considered a separate "legal
customer" and each will be eligible for full SIPC coverage.
SIPC Liquidation: Step-by-Step
Over the past four decades of operation, SIPC has advanced approximately $1.2 billion to facilitate the return
of more than $108 billion in cash and securities to an estimated 763,000 customers.
If a SIPC liquidation takes place, you will be notified by letter that your brokerage firm has closed and that
SIPC has begun a "Direct Payment Procedure" or a liquidation proceeding in court. If you receive
such a letter, SIPC advises in its Investor's Guide to Brokerage Firm Liquidations that you promptly:
Gather key information together, including brokerage account records, monthly or quarterly statements and
Locate cancelled checks and correspondence with your brokerage firm;
Check your account statements for accuracy and verify that the statements reflect all cash deposits you
sent to the brokerage firm. Determine if there are any transactions that you did NOT authorize.
Verify your correct address. If you hear about a liquidation that involves your firm and have not received
a letter, go to the SIPC website for contact information.
Follow SIPC instructions in filling out necessary forms; and
Pay strict attention to time limits set forth in the notice and claim form. Under federal law, no one—not
the trustee, SIPC or the court—has the authority to satisfy claims that are filed late.
Once liquidation is initiated, most customers can expect to receive their assets in one to three
months. The speed at which customer funds and securities are returned depends on a number of factors,
including the accuracy of brokerage firm records.
Investors should be aware that they may be unable to transfer accounts or execute trades during the
liquidation process. Furthermore, if a clearing firm is in financial trouble or in liquidation, this may
affect customers of introducing firms that clear through the troubled firm, including their ability to trade,
liquidate their securities positions and/or transfer holdings to another firm.
Some firms carry additional insurance over the protection limits currently provided by SIPC.
Protections are generally triggered only in the event of the financial failure and liquidation of a participating
securities affiliate and if the customers' securities are not returned by the firm or through SIPC. As with all
insurance, the ability to pay claims depends on the financial strength of the carrier. In addition, some
policies may have caps or other limits on the amount of protection provided to individual customers or to the
firm's customers as a group.
SIPC vs. FDIC
While SIPC protects customer assets in brokerage accounts in the event of theft or fraud, FDIC insures
assets in bank accounts in the event of a bank's failure. The chart below outlines the major differences
Bank deposits, money market deposit accounts (which differ from money market mutual
funds) and certain retirement accounts
Securities and cash held in a brokerage account at a SIPC member firm
$250,000 per depositor in each bank or thrift; $250,000 per insured retirement
Up to $500,000, including $250,000 in cash
What's not covered
Investments in mutual funds (stock, bond or money market mutual funds), whether purchased
from a bank, brokerage or dealer;
Annuities (underwritten by insurance companies, but sold at some banks); and
Stocks, bonds, Treasury securities or other investment products, whether purchased through
a bank or a broker-dealer.
Losses due to market fluctuation, poor investment decisions or lost investment
Investments in commodity futures, fixed annuities, currency, hedge funds or investment
contracts (such as limited partnerships) that are not registered with the SEC; and
Accounts of partners, directors, officers or anyone with a significant beneficial ownership
in the failed firm.
There are steps investors can take in advance to minimize the chances of being involved with a brokerage firm
that ends up in financial distress. For a checklist that can help you steer clear of firms that pose financial and
fraud risk to investors click here.
FINRA monitors firms for compliance with the Customer Protection Rule, the Net Capital Rule and other
financial responsibility rules through its surveillance and examinations programs:
Surveillance - FINRA conducts ongoing surveillance of the financial condition of brokerage
firms. This involves monitoring a firm's capital position and material changes in its business-such as a
merger, acquisition, divestiture, any change in clearing relationships, or any change in operating systems and
changes to its business model. We also review the financial reports that firms must file with both FINRA and
the SEC, and we conduct an assessment of all carrying firms to identify potential regulatory risks and the
extent to which exposure to those risks could impact a firm's financial stability. Separately, FINRA monitors
the customer complaints firms receive concerning both sales practice and operational issues. We also keep a
close eye on how firms handle the transfer of customer accounts, including the timeliness of transfers of
customer assets from one firm to another.
Examinations - FINRA regularly examines regulated brokerage firms for compliance with a
host of SEC and FINRA rules, including financial responsibility and customer protection rules. This involves
reviewing financial statements and verifying that carrying firms properly calculate cash reserves, make timely
and accurate deposits of customer funds, and follow the rules concerning custody of customer securities. Our
examiners review firms' books and records to verify that they are current and accurate and maintained in
compliance with SEC and FINRA regulatory requirements. They also look at supervisory systems and controls to
assess whether a firm has adequate written policies, procedures, and a practical framework to capture and
monitor relevant risks related to its business activity.
If we uncover financial problems at a brokerage firm, we promptly report issues to the SEC and, if it appears
that theft or fraud has occurred, to SIPC. These matters are also referred to FINRA's Enforcement Division for
If a failing firm is in compliance with the Customer Protection Rule, the Net Capital Rule, and other
financial responsibility rules, it will be able to "self-liquidate" - meaning that it should be in a position to
return all customer securities and other assets in an orderly and timely fashion. In the rare circumstance where
customer assets appear to be missing - as, for example, in the case of fraud or theft - a SIPC liquidation may be
1The FDIC notes on its website:
Beginning December 31, 2010 through December 31, 2012, deposits held in noninterest-bearing transaction accounts
will be fully insured, regardless of the amount in the account, at all FDIC-insured institutions.
Last Updated: 11/22/2010
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Jeroen Snoeks is the founder of UndervaluedEquity.com, a website for
investors passionate about investing in undervalued stocks. ThroughUndervaluedEquity.com, he shares his
experience and knowledge and will soon reveal his personal stock portfolio.