The Securities and Exchange Commission has permitted a wholly owned Delaware subsidiary of Woodstock Financial Group, Inc., a Georgia corporation, to succeed to that company’s broker-dealer registration. The SEC initially rejected the request and required Woodstock to file a new application for broker-dealer registration. Rule 15b1-3 provides that if an unregistered entity succeeds to the business of a registered broker-dealer and the succession is based solely on a change in the predecessor's date or state of incorporation, form of organization, or composition of a partnership, then succession can be effected by amending the registration of the predecessor broker-dealer on Form BD. A succession that involves a change in control is not based solely upon an event enumerated in the rule, and therefore cannot be effected by amendment. In initially denying no-action relief, the SEC staff said that the intervention of a holding company would involve a change in control. Following a second letter from counsel, the SEC staff reversed course and permitted the succession via an amendment on Form BD on the basis that the shareholders, officers, directors and key management personnel of the holding company of the unregistered entity after the succession would be the same as those of the registered broker-dealer entity.

http://www.sec.gov/divisions/marketreg/mr-noaction/2008/woodstock011408-15b1-3.pdf