Building a boutique investment bank is not a logo-and-website project. It is a regulated operating model, a supervisory system, and a repeatable deal execution process that can withstand scrutiny from clients, counterparties, and regulators. If you want to run placements, take success fees tied to securities transactions, or solicit investors in the United States, you are stepping into broker-dealer territory.
You provide M&A advice, valuation, capital strategy, and transaction management, but you do not broker securities, solicit investors, or accept transaction-based compensation for securities placement. This is the lowest-friction start.
You run packaging, positioning, and process control. A registered broker-dealer (or equivalent) handles regulated placement, investor onboarding, and any securities transaction execution.
You create a registered firm with the supervisory, financial, and operational infrastructure required to operate as a FINRA member. This is the highest control option, and also the heaviest.
If you do not have (1) a seasoned principal team, (2) compliance budget, and (3) a predictable deal pipeline, do not rush into becoming a broker-dealer. Most new boutiques should start advisory-only or partner-led, then graduate into licensing when the economics justify it.
In the United States, many investment banking functions are performed by registered representatives of a broker-dealer. That registration is built on exams. The SIE is the common entry point, and it is frequently paired with the Series 79 for investment banking activity. State law exams and principal-level exams then become relevant based on your role and your firm’s structure.
| Exam | Typical Use In A Boutique | Key Notes For Planning |
|---|---|---|
| SIE | Baseline knowledge exam for people entering the securities industry | Can be taken without firm sponsorship. Passing SIE alone does not authorize securities business. SIE exam validity is longer than most qualification exams, which gives flexibility for hiring plans. |
| Series 79 | Investment banking representative: M&A and capital raising activity at a broker-dealer | Often the most relevant exam for boutiques focused on M&A and offerings. It covers advising on or facilitating debt or equity offerings (private placements or public offerings) and M&A related activity. |
| Series 7 | General securities representative (broad securities sales scope) | Many boutiques do not need the full Series 7 if staff are exclusively performing investment banking functions. It generally requires sponsorship by a member firm and is paired with the SIE as a corequisite. |
| Series 63 | State securities law license for agents in many states | This is a NASAA exam administered by FINRA. State requirements vary, but the Series 63 is a common add-on when individuals transact securities business with residents of certain states. |
| Series 24 | General securities principal (supervisory management) | This is a supervisory credential. If you operate a broker-dealer, you need designated supervisors with appropriate principal registrations. The Series 24 is often the baseline principal exam for supervising broad broker-dealer activity. |
| Series 27 | Financial and Operations Principal (FOP) | Many broker-dealers need a qualified finance and operations principal to oversee net capital compliance and related financial responsibility obligations. Structure, clearing, and business lines affect requirements. |
| Series 57 | Securities trader representative | Relevant if your firm has proprietary trading or trader functions within scope. Most pure investment banking boutiques do not need this unless they run trading activity. |
| Series 65 / 66 | Investment adviser representative path (advice model) | These are typically relevant on the investment adviser side (RIA or investment adviser registration), not on broker-dealer placement activity. Your exact licensing depends on how you provide advice and how you are compensated. |
Your hiring plan and your licensing plan are the same plan. If you want to launch as a registered broker-dealer, you cannot treat exams as a side quest. Your principals, supervisors, and operations function must be in place early, or your timeline slips and costs stack up.
A registered broker-dealer is a supervised operating system. Regulators will look for proof that you can supervise your people, control communications, run AML, maintain net capital, keep clean books and records, and handle conflicts. The “banking” part is the last mile. The infrastructure comes first.
Broker-dealers operate under financial responsibility rules that are not optional. Net capital is about liquidity and survival. Your business model drives your capital requirement. If you carry customer funds or securities, custody and customer protection obligations expand materially. Many boutiques choose introducing models and avoid custody to keep complexity down. That decision shapes your clearing relationship, your approvals, and your costs.
| Design Decision | Why It Matters |
|---|---|
| Carry vs Introduce | Carrying customer assets triggers heavier custody and reserve requirements. Introducing models can reduce operational load, but you still need solid supervision, AML, and recordkeeping. |
| Clearing Relationship | Your clearing firm (if any) influences what you can do, how accounts open, how funds move, and how surveillance is run. It also impacts your supervisory structure and written procedures. |
| Compensation Model | Transaction-based compensation tied to securities activity is a common trigger for broker-dealer analysis. Decide early whether you are advisory-only, partner-led, or fully registered. |
| Product Scope | If you touch retail communications, structured products, or complex offerings, the compliance burden rises. A focused scope is a real strategic advantage. |
Licensing does not create deal flow. A boutique wins because its execution is tight. Your internal operating rhythm should be predictable: the same intake checklist, the same data room structure, the same diligence sequencing, and a clear accountability chain.
AI is already changing boutique economics. The winners will not be the firms that “use AI.” The winners will be the firms that build a controlled, auditable workflow where AI compresses cycle time without weakening accuracy, confidentiality, or supervision.
The practical takeaway is simple: AI can reduce headcount pressure and expand coverage, but it does not replace the accountability structure. Someone still approves communications, someone still supervises associated persons, and someone still signs off on policies. Treat AI as a production system with controls, not as a casual assistant.
| Phase | What Must Be True At The End Of The Phase |
|---|---|
| Days 1–15 | Business model chosen (advisory-only, partner-led placement, or broker-dealer). Initial counsel engaged. Service scope and fee architecture drafted. Target client profile and wedge defined. Core templates started. |
| Days 16–45 | Execution system built: data room template, modeling and memo templates, process map, outreach segmentation, and pipeline tracking. If broker-dealer path, principal staffing plan and exam plan set with realistic sequencing. |
| Days 46–90 | Outreach runs daily. First retainers closed. Deliverables shipped fast and clean. Referral partners activated. Compliance controls strengthened as channels scale. AI workflows documented with review gates and retention rules. |
No. The SIE is a baseline exam. It does not, by itself, qualify you to engage in securities business or to become registered. Representative-level registrations typically require the SIE plus a relevant qualification exam, and association with a member firm.
If your staff are exclusively performing investment banking functions like M&A advisory and facilitating offerings, Series 79 is often the relevant path. Series 7 is broader and commonly used for general securities sales activity. Your firm’s approved business lines and supervisory framework drive this decision.
This is a high-risk area and depends on exactly what you do, how you market, who you contact, and how you are compensated. Many firms use a licensed broker-dealer partner for regulated placement activity to keep role boundaries clean. Get jurisdiction-specific legal advice before setting a compensation model.
Underbuilding supervision and compliance. A firm can have strong deal talent and still fail if it cannot supervise communications, maintain required procedures, or meet ongoing financial responsibility obligations.
No. AI can improve throughput. It does not remove regulatory responsibility. Approvals, supervision, AML obligations, and recordkeeping still apply. If anything, AI increases the need for controlled workflows and documentation.
If you are building a boutique advisory platform and want a clean, regulator-aware operating model, share your planned services, target client profile, and whether you intend to operate advisory-only, partner-led placement, or a registered broker-dealer path. We will revert with a structured setup plan.
Request A QuoteDisclaimer: This page is for general information only. It does not constitute legal, tax, regulatory, investment, or compliance advice and it is not an offer or solicitation. Financely is not a broker-dealer or investment adviser. Any securities-related activity must be conducted only by properly registered and supervised parties under their own approvals, policies, and documentation. Requirements vary by jurisdiction and by the activities performed. Consult qualified counsel before launching, marketing, or accepting any transaction-based compensation.
Financely advises growth-focused businesses on accessing capital by introducing their opportunities to professional investors. Financely is not a securities broker or dealer. Where appropriate, engagements are coordinated with regulated broker-dealers, investment banks, legal counsel, and other specialists.
Financely does not solicit, offer, or accept orders to buy or sell securities and makes no assurance regarding capital-raising outcomes.
Services are strictly business-to-business. Financely does not provide personal finance, consumer credit, or retail advisory services.
Advisory services are reserved for post-revenue companies that recognize the time and resources required for professional underwriting.
All mandates start with an RFQ. We review submissions, issue a brief Go/No-Go memo, and where bankable, release a Term Sheet that leads to funding. We arrange capital across Senior Secured, Unitranche, Second Lien/Mezzanine, Preferred Equity, and Gap Solutions. We do not process deals by email or chat.
Letters of Credit, Standby LCs, Confirmations, Receivables Finance, and Inventory Lines with control.
Funding arranged for trade flows with instruments sized to your cycle and aligned to delivery and settlement.
Move forward to secure working capital and keep goods moving. Submit the RFQ to start underwriting for funding.
Limited or non-recourse structures for energy and infrastructure with lender-ready materials.
Funding solutions aligned to project cash flows with credible covenants and conditions to reach notice to proceed.
Advance the file to termable status. Submit the RFQ so we can underwrite and secure funding.
Debt and Preferred solutions anchored on cash flow, Quality of Earnings, and clear closing mechanics.
Funding across senior, unitranche, and preferred to match stable cash flows and acquisition timelines.
Get financed on workable terms for closing. Submit the RFQ to start underwriting.
Acquisition, development, bridge, and refinance with lender-ready packs and third-party reports managed.
Funding calibrated to DSCR, leverage, and tenancy with terms designed to close.
Move to a financeable package. Submit the RFQ to initiate underwriting for funding.
KYC and Source of Funds required. Engagements are best-efforts and subject to underwriting. Preference for operating companies with meaningful revenue. See our FAQ and Procedure.
Financely Inc. (“Financely”) provides corporate-finance advice and is wholly owned by Aurora Bay Trust, a trust formed under Bahamian law, together with its authorized affiliates. Depending on deal structure, jurisdiction, and local rules, engagements may be carried out through Financely Group LLC, a non-deposit-taking, non-banking financial company; Ashford Capital Advisory LLC; or another related entity.
Financely and its affiliates are not registered as securities broker-dealers and do not execute securities transactions or hold client funds or securities. When a mandate involves the purchase or sale of securities and a registered intermediary is required, any orders are introduced to and executed by one or more independent U.S. broker-dealers registered with the SEC and FINRA. Those broker-dealers are solely responsible for trade execution, custody, and related regulatory obligations. Nothing in this material constitutes an offer, solicitation, or recommendation to buy or sell any security or to engage in any specific transaction. Before engaging Financely Group LLC, Ashford Capital Advisory LLC, or any affiliate, you are responsible for confirming that such engagement complies with your own legal, regulatory, tax, and other requirements. In the United States, certain advisory activities may be conducted in reliance on exemptions available under the Investment Advisers Act of 1940, including the “foreign private adviser” exemption where applicable. Our services and regulatory status may vary by jurisdiction and by transaction type.
Click
here to download our brochure.
