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Any broker-dealer with an office in the state must register regardless of client type. Banks (C) and firms with no office serving only exempt securities or institutions (A, D) are exempt. Correct: B.

Exempt securities under the USA include those issued by nonprofit, religious, charitable, or educational organizations. Corporate issues sold to the public (A, C, D) generally require registration unless another exemption applies. Correct answer: B.

The de minimis exemption applies if the adviser has no office in the state and fewer than 5 retail clients in a 12-month period. Institutional clients do not trigger registration. Correct: B.

Isolated non-issuer transactions, typically one-time secondary market trades not involving the issuer, are exempt. General public offerings (A) usually require registration. Corporate bonds (D) do not automatically qualify. Broker-dealer transactions (C) still require registration unless another exemption applies. Correct: B.

Partners supervising IARs must register. Clerical staff (B), economists (C), and tax preparers (D) are excluded unless they provide securities advice. Correct: A.