For experts: Securities Act and 'dealer' definition?

If you, as a private individual, buy and sell public stocks through a broker, are you considered a "dealer" -- why or why not? Common sense says you do not have to be registered with securities authorities in order to invest in stocks for yourself through a broker.

Now, say you did the same thing, but instead of doing it in your own account, you do the trading in an investment company's account, on behalf of the company. In addition, assume that the company is exempt from registration with securities authorities through an available exemption such as a Regulation D exemption. My question is, in this case, do you, the individual, have to register with securities authorities, say as a registered investment adviser, portfolio manager or some other designation subject to securities regulations?

re: "If you qualify for a Reg D exemption you are not required to registered to do business" --> does that mean the business does not have to register, or that the person working for and managing the company's securities does not have to register, or both?

Here are some questions to ask yourself:
Here are some of the questions that you should ask to determine whether you are acting as a broker:

Do you participate in important parts of a securities transaction, including solicitation, negotiation, or execution of the transaction?

Does your compensation for participation in the transaction depend upon, or is it related to, the outcome or size of the transaction or deal? Do you receive trailing commissions, such as 12b-1 fees? Do you receive any other transaction-related compensation?

Are you otherwise engaged in the business of effecting or facilitating securities transactions?

Do you handle the securities or funds of others in connection with securities transactions?
A 鈥測es鈥?answer to any of these questions indicates that you may need to register as a broker.

Here are some of the questions you should ask to determine whether you are acting as a dealer:

Do you advertise or otherwise let others know that you are in the business of buying and selling securities?

Do you do business with the public (either retail or institutional)?

Do you make a market in, or quote prices for both purchases and sales of, one or more securities?

Do you participate in a "selling group" or otherwise underwrite securities?

Do you provide services to investors, such as handling money and securities, extending credit, or giving investment advice?

Do you write derivatives contracts that are securities?
A 鈥測es鈥?answer to any of these questions indicates that you may need to register as a dealer.

If you qualify for a Reg D exemption you are not required to registered to do business, however you do have to file a Form D and you can only offer services to "Accredited Investors". Anyone that qualifies as an "Accredited Investor" is not going to invest with someone who does not have significant experience, which would likely make you already a registered investment advisor with a Series 7 license. I worked for a hedge fund and while I'm Series 7 Licensed not all employees were. In general Reg D exemptions are private equity, private placement, or hedge funds, and they aren't charging a fee for advice, they are simply managing a portfolio of stocks, and investors are choosing to invest with you because your performance is good. You aren't telling people what to do with their money.