Free Series 82 Practice Exam
Series 82 Private Securities Offerings Representative practice exam covering private placements, due diligence, issuer characteristics, and customer account handling. No signup required.
Series 82 Exam Topics
Due Diligence
Evaluating issuer financial condition, business prospects, risk factors, and verifying information in offering documents. ~20% of Series 82.
Issuer Characteristics
Business structure, financial statements, capitalization, management quality, and industry analysis for private placement issuers. ~20% of Series 82.
Offering Characteristics
Private placement structure, Regulation D exemptions, Rule 144A offerings, offering memoranda, and securities law compliance. ~20% of Series 82.
Handling of Customer Accounts
Suitability for private placements, customer account documentation, Reg BI obligations, and recordkeeping requirements. ~40% of Series 82 — largest section.
Full Series 82 Practice Exam
All four sections mixed and weighted by the official FINRA Series 82 blueprint. 50 questions, 90 minutes.
About the Series 82 Exam
The Series 82 Private Securities Offerings Representative exam licenses individuals to sell private placement securities — securities exempt from SEC registration under Regulation D and other exemptions. Registered representatives holding only the Series 82 may solicit and sell private placements but may not sell publicly traded securities. The license is commonly held by placement agents and representatives at boutique broker-dealers focused exclusively on private capital markets.
The exam contains 50 scored questions (60 total with 10 unscored) with a 90-minute time limit and a 70% passing score. The SIE is a prerequisite. The Series 82 tests knowledge of private placement exemptions, due diligence obligations, issuer characteristics, accredited investor standards, Regulation D rules, and customer account handling for private securities transactions.
Series 82 Exam Topic Breakdown
| Topic | Weight | Key Areas |
|---|---|---|
| Private Placements and Exempt Offerings | 40% | Regulation D (Rules 504, 506(b), 506(c)), Section 4(a)(2), Regulation A+, crowdfunding (Reg CF), offering documents, PPM review |
| Issuer Characteristics and Due Diligence | 28% | Issuer financial analysis, business model evaluation, risk factors, management assessment, legal due diligence obligations |
| Customer Accounts and Suitability | 20% | Accredited investor verification, suitability for illiquid investments, customer risk tolerance, account documentation |
| Regulations Governing Private Placements | 12% | FINRA Rule 5123 (private placement filing), anti-fraud provisions, bad actor disqualifications, ongoing reporting obligations |
Sample Series 82 Exam Questions
1. Under Regulation D Rule 506(b), an issuer may sell to a maximum of how many non-accredited but sophisticated investors?
2. A natural person qualifies as an accredited investor under SEC rules if they have individual income exceeding:
3. Under FINRA Rule 5123, a member firm participating in a private placement must file a copy of the private placement memorandum (PPM) and related materials with FINRA within:
Series 82 Study Tips
Private Placements and Exempt Offerings (40%) is the dominant topic — master Regulation D in detail. Know the distinction between Rules 504, 506(b), and 506(c): the dollar limits (504 is capped at $10M), the investor eligibility rules (506(b) allows up to 35 non-accredited sophisticated investors; 506(c) allows general solicitation but only accredited investors), and the disclosure requirements triggered by non-accredited investor participation.
Accredited investor definitions are tested repeatedly — know both the income test ($200K individual / $300K joint for two consecutive years) and the net worth test ($1M excluding primary residence). FINRA Rule 5123 (15-day filing requirement) is a consistent exam topic. Due diligence obligations for placement agents are increasingly emphasized — understand what a representative must review in the PPM and what questions must be answered before selling a private placement to a customer.
Broader investment banking work — M&A, restructurings, public offerings — requires the Series 79.
Frequently Asked Questions — Series 82
What can a Series 82 holder sell that a Series 7 holder cannot?
Both the Series 82 and Series 7 allow selling private placements. The difference is scope: a Series 82 holder is limited to private placement securities only and cannot sell publicly traded securities, while a Series 7 holder can sell virtually any type of security. The Series 82 was created for representatives at firms focused exclusively on private placements who do not need the broader Series 7 authorization.
What is the difference between Regulation D Rule 506(b) and Rule 506(c)?
Rule 506(b) is the traditional private placement exemption: no general solicitation, unlimited accredited investors, up to 35 non-accredited sophisticated investors, and less extensive disclosure if only accredited investors participate. Rule 506(c) allows general solicitation and advertising but requires all investors to be accredited, and the issuer must take reasonable steps to verify accredited status (not just rely on self-certification). Rule 506(c) was added by the JOBS Act in 2012.
What are "bad actor" disqualifications under Regulation D?
SEC Rule 506(d) disqualifies an issuer from using Regulation D if the issuer, its directors, officers, or placement agents have been convicted of securities fraud, been subject to certain SEC enforcement orders, or have other specified disqualifying events. Broker-dealers participating in a Regulation D offering must conduct background checks to identify potential bad actor disqualifications — failure to do so is itself a regulatory violation. This topic is tested on the Series 82 because placement agents have an affirmative due diligence obligation in this area.
How does suitability work for private placements?
Private placements are inherently illiquid and high-risk investments appropriate only for investors who can bear the risk of total loss and can hold for an extended period. Representatives must assess each customer's financial situation, investment experience, risk tolerance, and liquidity needs. FINRA and the SEC have increasingly scrutinized private placement suitability — particularly sales to retail investors who may not understand the illiquidity and risk. Regulation Best Interest (Reg BI) applies to retail recommendations of private placements.
How long should I study for the Series 82?
Most candidates study 40–60 hours over 3–4 weeks. The Series 82 is a focused exam covering a specific slice of the securities market. Candidates with experience in private placements or investment banking often need less time. The regulatory framework (Regulation D, FINRA Rule 5123, accredited investor definitions) is the core focus — know these rules precisely as they are tested with specific numbers and requirements.