SEC Form 17-H: Filing Requirements and Process

SEC Form 17-H is a risk assessment report filed with the Securities and Exchange Commission (SEC) by certain broker-dealers. The form is officially titled the “Risk Assessment Report for Broker-Dealers.” Its purpose is to provide the SEC with a comprehensive overview of the financial and operational condition of the filing broker-dealer and its associated entities. This allows the agency to monitor potential risks that could impact the broker-dealer and the broader financial system. The information collected is mandated under SEC Rules 17h-1T and 17h-2T of the Securities Exchange Act of 1934.

Determining Your Filing Obligation

A broker-dealer’s duty to file Form 17-H is triggered by specific financial thresholds and its relationship with other entities. The requirement applies to every broker or dealer registered with the SEC under Section 15 of the Securities Exchange Act of 1934, unless an exemption applies. A primary factor is the firm’s capital; broker-dealers that maintain capital of $50 million or more, including subordinated debt, are subject to the filing rules.

A central concept in the filing obligation is the “Material Associated Person” (MAP), which is defined in SEC Rule 17h-1T. A MAP is any entity that has a control relationship with the broker-dealer or whose business activities are likely to have a material impact on the financial and operational condition of the broker-dealer. This includes parent companies, subsidiaries, and other affiliates. The rules require the broker-dealer to report on each of its MAPs, ensuring the SEC has a clear view of the entire organizational structure and its potential risks.

Exemptions from filing are available under specific circumstances. For instance, a broker-dealer that is exempt from SEC Rule 15c3-3 is not required to file Form 17-H, provided its capital is less than $50 million and its total assets are less than $1 billion. Initial and quarterly reports must be filed within 60 calendar days of the end of the fiscal quarter.

Required Information and Documentation

The form itself is divided into two parts, covering policies, legal matters, and specific numerical data. A comprehensive organizational chart that identifies the broker-dealer, its parent company, all MAPs, and all other affiliates, clearly illustrating the relationships between them, must be submitted with the first filing and updated quarterly if any material changes occur.

Filers must also provide copies of their policies and procedures related to financing, capital adequacy, and risk management. This includes documentation outlining how the firm monitors and controls risks across its entire holding company structure. Like the organizational chart, these policies are submitted with the initial filing and updated as needed.

The financial disclosures are extensive. Filers must provide consolidating and consolidated financial statements for the broker-dealer and its parent company, which includes balance sheets, income statements, and statements of cash flows. Furthermore, the filing must detail any material pending legal or arbitration proceedings involving the broker-dealer or any of its MAPs. The cumulative year-end financial statements can be filed separately within 105 days of the fiscal year-end.

The Filing and Amendment Process

As part of a broader SEC initiative to modernize data collection, filings due on or after June 30, 2025, must be submitted in PDF format through the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. A later phase will require the filings to be in a structured data format. The process involves creating a submission package that includes the completed Form 17-H and all supporting documents, such as financial statements and organizational charts. This package is then uploaded to the EDGAR system following the platform’s technical specifications. Firms must ensure they are registered with EDGAR and have the necessary access codes to make submissions.

Should there be a material change to the information previously filed, the broker-dealer must submit an amendment. An amendment is necessary if, for example, there is a significant change in the organizational structure, risk management policies, or the status of a major legal proceeding. The process for filing an amendment is similar to the initial submission, requiring the firm to file an updated Form 17-H through the EDGAR system, reflecting the new information.

Confidential Treatment of Filings

Information submitted on Form 17-H is handled with a degree of confidentiality by the SEC. Under the provisions of the Securities Exchange Act, the information provided by a broker-dealer concerning a Material Associated Person is deemed confidential. This treatment is intended to protect sensitive commercial and financial information of the filing firm and its affiliates from public disclosure, which could cause competitive harm.

To ensure this protection, a filer should properly mark their submission as confidential at the time of filing through the EDGAR system. The system has specific procedures for handling documents that contain sensitive information. By following these procedures, the filer formally requests that the SEC afford the submission confidential treatment under applicable laws and regulations.

This confidentiality is not absolute. The information may be disclosed in certain situations, such as to other regulatory authorities or in response to a request under the Freedom of Information Act (FOIA). In the case of a FOIA request, the SEC would follow its established procedures, which typically involve notifying the filer and giving them an opportunity to object to the release of the information.