Who does what

Broker-dealer

Also called registered broker-dealer, broker dealer, BD.

A broker-dealer is a firm registered with the Securities and Exchange Commission under section 15 of the Securities Exchange Act of 1934 to effect securities transactions for customers, and in EB-5 it is the registration a person generally needs before taking transaction-based pay for placing investors in an offering.

What it decides

The Exchange Act carries no single definition of the compound term: 15 U.S.C. 78c(a)(4)(A) defines a broker as any person engaged in the business of effecting transactions in securities for the account of others, 78c(a)(5)(A) defines a dealer as one trading for its own account, and 15 U.S.C. 78o(a)(1) makes it unlawful for either to use the mails or interstate commerce to effect transactions in, or to induce the purchase or sale of, any security unless registered with the Commission. The EB-5 statute assumes these interests are securities: 8 U.S.C. 1153(b)(5)(F)(i)(III) makes a project application attach whatever was filed with the SEC, and 1153(b)(5)(K)(i) makes promoters obey federal and state securities laws as well as the DHS rules, so registering on Form I-956K is no substitute. The SEC brought its first EB-5 unregistered broker case on 23 June 2015 against Ireeco, LLC and Ireeco Limited, which took roughly $35,000 for each of about 158 investors steered to regional centers; both were censured and ordered to stop violating section 15(a)(1). Registration cuts the other way too: it is one of the four qualifications for a fund administrator under 1153(b)(5)(Q)(iv)(II).

Governed by 15 U.S.C. 78c(a)(4)(A) and 78c(a)(5)(A) for the definitions of broker and dealer; 15 U.S.C. 78o(a)(1) for the registration requirement, which is the provision the linked page carries; 8 U.S.C. 1153(b)(5)(F)(i)(III), (K)(i) and (Q)(iv)(II)(cc). The Ireeco order, In the Matter of Ireeco, LLC and Ireeco Limited, SEC Admin. Proc. File No. 3-16647 (23 June 2015), could not be read at its source: sec.gov returns a 403 block page to any automated request, so the investor count, the fee and the disposition rest on secondary legal reporting rather than on the order itself.

Where this is explained properly

Pages here that go into broker-dealer rather than mentioning it.

Avoiding Scams Abroad: False Promises by Unofficial Agencies

Related terms

Finder's feeA finder's fee is the transaction-based payment made to whoever introduced an investor to an EB-5 offering, and 8 U.S.C. 1153(b)(5)(K)(iv) requires every EB-5 petition to carry a disclosure, signed by the investor, of the fees and other compensation paid in connection with the investment.
Direct and third-party promoterA direct or third-party promoter is any person, migration agents and their subagents and employees included, who promotes a regional center, a new commercial enterprise, an affiliated job-creating entity or an issuer of EB-5 securities to immigrant investors, and who must register with USCIS on Form I-956K before doing so.
Accredited investorAn accredited investor is a person or entity meeting one of the categories in SEC Rule 501(a), 17 CFR 230.501(a), chiefly a net worth above $1,000,000 excluding the primary residence, or income above $200,000 individually or $300,000 jointly in each of the last two years. It is a securities law status, not an EB-5 eligibility test.
Securities and Exchange CommissionThe Securities and Exchange Commission is the five member federal agency established by 15 U.S.C. 78d that enforces the federal securities laws over EB-5 offerings alongside USCIS and independently of it, and neither its rules nor its silence amounts to approval of any offering.
Subscription agreementA subscription agreement is the contract by which an investor buys an interest in the new commercial enterprise, carrying the price, the investor's representations, the closing conditions and, where the offering uses one, the terms on which money leaves escrow.

Checked against primary sources on 10 August 2026. Back to the glossary