A court has enjoined a sponsor for failing to file Form D notices. What does Rule 507 of Regulation D do?Regulation D, 17 CFR 230.507. Outline: FINRA Series 39 Study Outline (2020), Section 1.4.2.2.1.3.7.
A firm that will be paid to find investors for a Rule 506 offering has a disqualifying event from last year on its record. What is the effect under Rule 506(d)?Regulation D, 17 CFR 230.506(d). Outline: FINRA Series 39 Study Outline (2020), Section 1.4.2.2.1.3.6.
A husband and wife who share a home each buy units in a Rule 506(b) offering. Neither is accredited. How are they counted toward the purchaser limit?Regulation D, 17 CFR 230.501(e). Outline: FINRA Series 39 Study Outline (2020), Section 1.4.2.2.1.3.1.
A member is paid to solicit limited partners' votes on a roll-up. What is the cap on that compensation under FINRA Rule 2310?FINRA Rule 2310(b)(6). Outline: FINRA Series 39 Study Outline (2020), Section 1.4.2.1.2.
A mini-max program does not sell its minimum by the deadline. Under SEA Rule 15c2-4, what happens to the money held for investors?SEA Rule 15c2-4(b), 17 CFR 240.15c2-4. Outline: FINRA Series 39 Study Outline (2020), Section 1.1.4.1.
Show all 53 questions (48 more)
Structure and regulation of offerings, continued
A principal reviews another member's due diligence on a public program and wants to rely on it. Which fact rules that out under FINRA Rule 2310?FINRA Rule 2310(b)(3). Outline: FINRA Series 39 Study Outline (2020), Section 1.1.2.4.
A public offering's terms give the underwriter a non-accountable expense allowance. Above what share of offering proceeds does FINRA Rule 5110 treat it as unreasonable?FINRA Rule 5110(g). Outline: FINRA Series 39 Study Outline (2020), Section 1.2.2.
A public program's registration statement has just gone to the SEC. How soon must the offering documents reach FINRA under Rule 5110?FINRA Rule 5110(a). Outline: FINRA Series 39 Study Outline (2020), Section 1.4.2.1.2.
A Rule 134 notice about a program in registration invites indications of interest. What statement must it carry?Securities Act Rule 134, 17 CFR 230.134. Outline: FINRA Series 39 Study Outline (2020), Section 1.3.1.1.
A Rule 506(b) offering includes five investors who are not accredited. When must the issuer give them the Rule 502(b) information?Regulation D, 17 CFR 230.502(b). Outline: FINRA Series 39 Study Outline (2020), Section 1.4.2.2.1.3.2.
A sponsor ends one private offering and plans another. Under the Rule 152 safe harbor, how long a gap keeps the two from being integrated?Securities Act Rule 152, 17 CFR 230.152. Outline: FINRA Series 39 Study Outline (2020), Section 1.4.2.2.1.3.2.
A sponsor is selling a private program under Rule 506(b). Which step would breach Rule 502(c)?Regulation D, 17 CFR 230.502(c). Outline: FINRA Series 39 Study Outline (2020), Section 1.4.2.2.1.3.2.
Before the effective date, what must a firm give each associated person who is expected to solicit orders for a registered program?SEA Rule 15c2-8(e), 17 CFR 240.15c2-8. Outline: FINRA Series 39 Study Outline (2020), Section 1.3.2.1.
How does Rule 147A differ from Rule 147 in the way an in-state program may be offered?Securities Act Rule 147A, 17 CFR 230.147A. Outline: FINRA Series 39 Study Outline (2020), Section 1.4.2.2.2.2.
In a Tier 2 offering under Regulation A of units that will not be listed on an exchange, how much may a natural person who is not an accredited investor pay?Regulation A, 17 CFR 230.251(d)(2). Outline: FINRA Series 39 Study Outline (2020), Section 1.4.2.1.1.
The managing underwriter of a registered program gets requests for preliminary prospectuses from the other firms in the distribution. What does SEA Rule 15c2-8 require?SEA Rule 15c2-8(g), 17 CFR 240.15c2-8. Outline: FINRA Series 39 Study Outline (2020), Section 1.3.2.1.
Once a program is more than 150 days past the second anniversary of breaking escrow, what must stand behind the per share estimated value it reports?FINRA Rule 2310(b)(5). Outline: FINRA Series 39 Study Outline (2020), Section 1.4.2.1.2.
Rule 508 of Regulation D forgives an insignificant deviation. Which failure does the rule always treat as significant?Regulation D, 17 CFR 230.508. Outline: FINRA Series 39 Study Outline (2020), Section 1.4.2.2.1.3.8.
Under SEA Rule 10b-9, when may a program be represented as offered on an all-or-none basis?SEA Rule 10b-9, 17 CFR 240.10b-9. Outline: FINRA Series 39 Study Outline (2020), Section 1.1.4.2.
What must be true of each purchaser in a Rule 506(b) offering who is not an accredited investor?Regulation D, 17 CFR 230.506(b). Outline: FINRA Series 39 Study Outline (2020), Section 1.4.2.2.1.3.6.
What must FINRA have issued before a member sells units in a public program that had to be filed under Rule 5110?FINRA Rule 5110(a). Outline: FINRA Series 39 Study Outline (2020), Section 1.4.2.1.2.
What record of its suitability work must a member keep for each participant it recommends a program to?FINRA Rule 2310(b)(2). Outline: FINRA Series 39 Study Outline (2020), Section 1.1.3.4.
Who may NOT act as a purchaser representative under Rule 501 of Regulation D?Regulation D, 17 CFR 230.501. Outline: FINRA Series 39 Study Outline (2020), Section 1.4.2.2.1.3.1.
Sales and employee supervision 17
A customer files a $40,000 arbitration claim. Under FINRA Rule 12800, who decides it and is a hearing held?FINRA Rule 12800. Outline: FINRA Series 39 Study Outline (2020), Section 2.5.5.3.2.
A customer takes a distribution from an IRA to buy program units in a new IRA. Within what time must the money be deposited to count as a rollover?IRS, Rollovers of retirement plan and IRA distributions. Outline: FINRA Series 39 Study Outline (2020), Section 2.6.4.
A firm files a Form U4 for a new representative. Within what time must it verify the information in the form?FINRA Rule 3110(e). Outline: FINRA Series 39 Study Outline (2020), Section 2.5.4.13.
A hearing panel rules against a principal in a FINRA disciplinary case. How long does he have to appeal to the National Adjudicatory Council?FINRA Rule 9311. Outline: FINRA Series 39 Study Outline (2020), Section 2.5.5.2.3.
A member approves a representative's request to sell a private program away from the firm for a commission. What follows from the approval?FINRA Rule 3280(c). Outline: FINRA Series 39 Study Outline (2020), Section 2.5.4.15.
A member is also an insurance company, and a dispute arises from its insurance business. Must it be arbitrated under the Industry Code?FINRA Rule 13200(b). Outline: FINRA Series 39 Study Outline (2020), Section 2.5.5.3.1.
A member is selling a public direct participation program. Does FINRA Rule 5130 bar sales of the units to a broker-dealer's employees?FINRA Rule 5130. Outline: FINRA Series 39 Study Outline (2020), Section 2.5.4.12.
A plan fiduciary uses retirement plan assets in a deal that benefits himself. What does the IRS call this?IRS, Retirement topics: prohibited transactions. Outline: FINRA Series 39 Study Outline (2020), Section 2.6.6.
A registered person's continuing education inactive status lasts two straight years. What happens to the registration under FINRA Rule 1240?FINRA Rule 1240(a). Outline: FINRA Series 39 Study Outline (2020), Section 2.5.3.8.
A sponsor's salaried officer helps sell the sponsor's units. Which fact would keep him from relying on SEA Rule 3a4-1 to stay out of broker registration?SEA Rule 3a4-1, 17 CFR 240.3a4-1. Outline: FINRA Series 39 Study Outline (2020), Section 2.1.1.
A wholesaler leaves a program firm. For how long must the firm keep his processed fingerprint card under SEA Rule 17f-2(d)(1)?SEA Rule 17f-2(d)(1), 17 CFR 240.17f-2. Outline: FINRA Series 39 Study Outline (2020), Section 2.1.4.1.
An issuer's officer intentionally gives material nonpublic information to an analyst. When does Regulation FD require public disclosure?Regulation FD, 17 CFR 243.100. Outline: FINRA Series 39 Study Outline (2020), Section 2.1.5.1.
How often must a firm give its customers a privacy notice while the relationship lasts, under 17 CFR 248.5?Regulation S-P, 17 CFR 248.5. Outline: FINRA Series 39 Study Outline (2020), Section 2.1.6.
How often must a member inspect an office of supervisory jurisdiction under FINRA Rule 3110(c)?FINRA Rule 3110(c). Outline: FINRA Series 39 Study Outline (2020), Section 2.5.4.13.
What must a person hold or pass to register as a Direct Participation Programs Principal?FINRA Rule 1220(a)(12). Outline: FINRA Series 39 Study Outline (2020), Section 2.5.3.3.
Which outside activity of a registered person calls for no notice to the member under FINRA Rule 3270?FINRA Rule 3270. Outline: FINRA Series 39 Study Outline (2020), Section 2.5.4.14.
Who may NOT carry out the inspection of a branch office under FINRA Rule 3110(c)?FINRA Rule 3110(c). Outline: FINRA Series 39 Study Outline (2020), Section 2.5.4.13.
Financial responsibility rules 13
A broker-dealer opened seven months ago and has aggregate indebtedness of $64,000. What net capital does the ratio test require?SEA Rule 15c3-1(a)(1)(i), 17 CFR 240.15c3-1. Outline: FINRA Series 39 Study Outline (2020), Section 3.1.1.1.1.
A customer's program units are limited partnership interests that were never registered with the SEC under the Securities Act. Does SIPC protect them if the member firm fails?SIPC, What SIPC Protects. Outline: FINRA Series 39 Study Outline (2020), Section 3.2.2.
A firm detects facts that may call for a suspicious activity report but cannot identify a suspect. What is the longest it may wait to file after the initial detection?31 CFR 1023.320(b)(3). Outline: FINRA Series 39 Study Outline (2020), Section 3.3.1.3.
A firm hires an outside service bureau to keep its required records. What must the service bureau file with the SEC?SEA Rule 17a-4(i), 17 CFR 240.17a-4. Outline: FINRA Series 39 Study Outline (2020), Section 3.1.4.8.
A firm's fiscal year ends December 31. By when must its annual reports under SEA Rule 17a-5(d) be filed?SEA Rule 17a-5(d)(5), 17 CFR 240.17a-5. Outline: FINRA Series 39 Study Outline (2020), Section 3.1.5.2.
A firm's only underwriting is on a best efforts or all or none basis under Rule 15c2-4(b)(2), and it does no other dealer business. Does the $100,000 net capital requirement for dealers apply?SEA Rule 15c3-1(a)(2)(iii), 17 CFR 240.15c3-1. Outline: FINRA Series 39 Study Outline (2020), Section 3.1.1.1.2.
A principal learns on Tuesday that the firm's ledgers have not been posted for three weeks. When is notice due under SEA Rule 17a-11?SEA Rule 17a-11(c), 17 CFR 240.17a-11. Outline: FINRA Series 39 Study Outline (2020), Section 3.1.7.3.
A representative shares in the profits and losses of his mother's account, with the written authorization of the firm and of his mother. Must his share be in proportion to the money he put in?FINRA Rule 2150(c). Outline: FINRA Series 39 Study Outline (2020), Section 3.3.1.2.
Another member has an open transaction with your firm and asks in writing for your statement of financial condition. What does FINRA Rule 2261(b) require?FINRA Rule 2261(b). Outline: FINRA Series 39 Study Outline (2020), Section 3.3.1.1.
How long must a firm keep a customer's subscription documents and account records after the account is closed?SEA Rule 17a-4(c), 17 CFR 240.17a-4. Outline: FINRA Series 39 Study Outline (2020), Section 3.1.4.3.
When must a member review the adequacy of its fidelity bond coverage under FINRA Rule 4360?FINRA Rule 4360. Outline: FINRA Series 39 Study Outline (2020), Section 3.3.1.6.
Which practice would cost a program firm its paragraph (k)(2)(i) exemption from the customer protection rule?SEA Rule 15c3-3(k)(2)(i), 17 CFR 240.15c3-3. Outline: FINRA Series 39 Study Outline (2020), Section 3.1.2.1.1.1.
Who approves a member's business continuity plan and reviews it each year under FINRA Rule 4370?FINRA Rule 4370. Outline: FINRA Series 39 Study Outline (2020), Section 3.3.1.9.
How this list was compiled: Our own questions, written to FINRA's Direct Participation Programs Limited Principal Qualification Examination (Series 39) Study Outline, marked 2020 (https://www.finra.org/sites/default/files/Series_39_Outline.pdf, read 2026-10-14): Section 1 structure and regulation of direct participation program offerings 46 of 100 questions, Section 2 sales supervision, general supervision of employees and the regulatory framework of FINRA 32, Section 3 compliance with financial responsibility rules 22. The bank holds 23, 17 and 13. Every fact was read on 2026-10-14 in the public text the question names: SEA Rules 15c2-4, 10b-9, 15c2-8, 3a4-1, 15c3-1, 15c3-3, 17a-4, 17a-5, 17a-11 and 17f-2, Regulation D, Regulation A, Securities Act Rules 134, 147A and 152, Regulation FD, Regulation S-P and the Treasury's suspicious activity reporting rule on ecfr.gov, FINRA Rules 1220, 1240, 2150, 2261, 2310, 3110, 3270, 3280, 4360, 4370, 5110, 5130, 9311, 12800 and 13200 on finra.org, the IRS pages on rollovers and prohibited transactions (irs.gov), and SIPC's page on what it protects (sipc.org). Licence: Questions, choices and explanations are original work of this site.
How it works
This Series 39 practice test asks 53 questions of our own for the Direct Participation Programs Principal exam, each naming the rule it rests on. Unofficial: FINRA has no affiliation with this site. Not investment or tax advice.
Read the full guide
Three sections of the study outline
FINRA's study outline gives the Series 39 100 questions: 46 on the structure and regulation of program offerings, 32 on sales and employee supervision and FINRA's framework, and 22 on the financial responsibility rules. Of the 53 questions here they take 23, 17 and 13.
The principal's side of a program
Questions ask what a principal signs off on: escrow under Rule 15c2-4, Regulation D conditions, FINRA Rule 2310 due diligence, branch inspections, and the net capital and records rules of a small firm.
Rules as they read now
The 2020 outline prints some older figures. Answers follow the current text: the integration safe harbor is 30 calendar days under Rule 152, not six months.
In counting the 35 purchasers of a Rule 506(b) offering, a spouse or relative who shares the purchaser's home is left out.
A payment from an IRA must reach the new plan or IRA within 60 days to be a rollover.
Questions and answers
What is a Series 39 license?
The Direct Participation Programs Principal registration. Its exam tests the rules for managing a broker-dealer whose securities business is limited to these programs, such as real estate and oil and gas programs.
How many questions are on the Series 39 exam?
100 multiple-choice questions, with 2 hours and 15 minutes to answer them, as FINRA's Series 39 page lists the exam.
What percent do you need to pass the Series 39?
The study outline says a candidate must correctly answer 70 percent of the items to receive a passing grade. The test is closed book.
Which exams come before the Series 39?
The SIE with the Series 7, or the SIE with the Series 22, the representative exam for the same programs. FINRA lists both routes on its Series 39 page.
How much is the Series 39 exam fee?
$200, on FINRA's page for the Series 39, which gives the exam's effective dates as June 1979 to the present.