In re Banyan Securities

UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 94248 / February 15, 2022 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-20771 
 
In the Matter of 
 
Banyan Securities, LLC, 
 
Respondent. 
 
ORDER INSTITUTING 
ADMINISTRATIVE AND CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTIONS 15(b) AND 21C OF THE 
SECURITIES EXCHANGE ACT OF 1934, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A CEASE-
AND-DESIST ORDER  
   
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that public administrative and cease-and-desist proceedings be, and hereby are, 
instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange 
Act”) against Banyan Securities, LLC (“Banyan” or “Respondent”).   
 
II. 
 
In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings  
herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 
Administrative and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 21C of the 
Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a 
Cease-and-Desist Order (“Order”), as set forth below.   
 
III. 
  
 On the basis of this Order and Respondent’s Offer, the Commission finds that:  
 
 
 
 
 

 2 
Summary 
 
1. This matter involves Banyan’s failure to file with the Commission and to deliver to 
retail investors a Form CRS that complies with the requirements of Rule 17a-14.  Banyan was 
required to file its initial Form CRS with the Commission and to begin delivering its Form CRS to 
prospective and new retail investors, as applicable, by June 30, 2020.  Banyan was further required 
to deliver its Form CRS to existing retail investor customers by July 30, 2020.  The firm failed to 
file and deliver Form CRS by these deadlines.  Although Banyan filed a Form CRS on July 27, 
2020, it did not deliver the Form CRS to its customers at that time and the Form CRS failed to 
include certain information and language required by Rule 17a-14.  Banyan did not file, deliver, 
and post an updated Form CRS with the additional information until December 10, 2021.  As a 
result, Banyan violated Exchange Act Section 17(a)(1) and Rule 17a-14 thereunder. 
 
Respondent 
 
2. Banyan is a California limited liability corporation with its principal place of 
business in Greenbrae, CA.  Banyan is registered with the Commission as a broker-dealer pursuant 
to Section 15 of the Exchange Act.  Banyan offers services to retail investors.   
 
Facts 
 
3. On June 5, 2019, the Commission adopted Form CRS and rules creating new 
requirements—the Form CRS Filing Requirement and the Form CRS Delivery Requirement 
(collectively, the “Requirements”)—for Commission-registered broker-dealers offering services to 
a retail investor.
1
  See Form CRS Relationship Summary; Amendments to Form ADV, Release 
Nos. 34-86032 & IA-5247 (June 5, 2019) (effective September 10, 2019) (“Form CRS Adopting 
Release”). 
 
4. The Form CRS Filing Requirement.  First, Rule 17a-14 under the Exchange Act 
requires all Commission-registered broker-dealers offering services to a retail investor (“Retail 
BDs”) to electronically file on the Central Registration Depository (“Web CRD”) operated by the 
Financial Industry Regulatory Authority, Inc. (“FINRA”) an initial Form CRS satisfying the 
requirements of Rule 17a-14 no later than June 30, 2020. 
 
5. The Form CRS Delivery Requirement.  Second, Rule 17a-14 under the Exchange 
Act requires Retail BDs to deliver their current Form CRS to each retail investor.  Specifically, 
under Rule 17a-14 under the Exchange Act, the Retail BD must deliver:  
(1) to each retail investor its current Form CRS before or at the earliest of:  
 a recommendation of an account type, a securities transaction, or an 
investment strategy involving securities; 
 placing an order for the retail investor; or 
                                                 
1
  For purposes of Form CRS, the term “retail investor” means “a natural person, or the 
legal representative of such natural person, who seeks to receive or receives services primarily 
for personal, family or household purposes.”  Rule 17a-14(e)(2) under the Exchange Act. 

 3 
 the opening of a brokerage account for the retail investor. 
(2) to each retail investor who is an existing customer the Retail BD’s current Form CRS 
before or at the time the firm: 
 opens a new account that is different from the retail investor customer’s 
existing account(s); 
 recommends that the retail investor customer roll over assets from a 
retirement account into a new or existing account or investment; or 
 recommends or provides a new brokerage service or investment that does 
not necessarily involve the opening of a new account and would not be held 
in an existing account. 
See Rule 17a-14(c)(1) & (c)(2).  Rule 17a-14 also requires Retail BDs to post their current Form 
CRS prominently on their website, if they have one, in a location and format that is easily 
accessible to retail investors.  The deadline for Retail BDs to begin complying with the Form CRS 
Delivery Requirement was June 30, 2020 for prospective and new retail investors and July 30, 
2020 for the initial delivery to existing retail investor customers.  See Rule 17a-14(f)(3); Form CRS 
Adopting Release at 239, 242, 406-407; Instructions to Form CRS, General Instruction 7.C (Sept. 
2019). 
 
6. Rule 17a-14(b)(1) requires Retail BDs to prepare their Forms CRS by following the 
instructions in the form.  The Instructions to Form CRS identify specific information and language 
to be included in Form CRS.  See Instructions to Form CRS (Sept. 2019).  
 
7. Banyan did not file its Form CRS by June 30, 2020 and did not deliver its Form 
CRS to retail customers by July 30, 2020 and thus failed to comply with the Requirements by its 
regulatory deadlines.  Banyan filed its Form CRS on July 27, 2020, but did not deliver Form CRS 
to its existing retail investor customers or post its Form CRS on its website.  Moreover, the Form 
CRS filed by Banyan on July 27, 2020 failed to include certain language and information specified 
in the Instructions to Form CRS and required by Rule 17a-14.  On or about December 10, 2021, 
Banyan filed an updated Form CRS with additional information and language required by Rule 
17a-14, delivered the updated Form CRS to existing retail investor customers, and posted the 
updated Form CRS on its website.  
 
Violations 
 
8. As a result of the conduct described above, Banyan willfully
2
 violated Exchange 
Act Section 17(a)(1) and Rule 17a-14 thereunder. 
                                                 
2
  “Willfully,” for purposes of imposing relief under Section 15(b) of the Exchange Act 
“‘means no more than that the person charged with the duty knows what he is doing.’”  Wonsover 
v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 
1949)).  There is no requirement that the actor “also be aware that he is violating one of the Rules 
or Acts.”  Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965).  The decision in The Robare Group, Ltd. v. 
SEC, which construed the term “willfully” for purposes of a differently structured statutory 

 4 
IV. 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent Banyan’s Offer. 
 
 Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act, it is hereby 
ORDERED that: 
 
 A. Respondent cease and desist from committing or causing any violations and any 
future violations of Exchange Act Section 17(a)(1) and Rule 17a-14 thereunder. 
 
B.  Respondent is censured. 
 
C.  Respondent shall pay a civil money penalty in the amount of $25,000 to the 
Securities and Exchange Commission for transfer to the general fund of the United States 
Treasury, subject to Securities Exchange Act of 1934 Section 21F(g)(3).  Payment shall be made in 
the following installments:  $10,000 to be paid within 10 days of the entry of the Order; $5,000 to 
be paid within 120 days of the entry of the Order; $5,000 to be paid within 240 days of the entry of 
the Order; and $5,000 to be paid within 350 days of entry of the Order.  Payments shall be applied 
first to post-Order interest, which accrues pursuant to 31 U.S.C. § 3717.  Prior to making the final 
payment set forth herein, Respondent shall contact the staff of the Commission for the amount due.  
If Respondent fails to make any payment by the date agreed and/or in the amount agreed according 
to the schedule set forth above, all outstanding payments under the Order, including post-order 
interest, minus any payments made, shall become due and payable immediately at the discretion of 
the staff of the Commission and without further application to the Commission. 
 
Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
                                                 
provision, does not alter that standard.  922 F.3d 468, 478-79 (D.C. Cir. 2019) (setting forth the 
showing required to establish that a person has “willfully omit[ted]” material information from a 
required disclosure in violation of Section 207 of the Advisers Act). 

 5 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying Banyan as a 
Respondent in these proceedings, and the file number of these proceedings; a copy of the cover 
letter and check or money order must be sent to Jennifer S. Leete, Associate Director, Division of 
Enforcement, Securities and Exchange Commission, 100 F. St. NE, Washington, DC 20549, or 
such other person or address as the Commission staff may provide. 
 
 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 
Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 
the Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the 
Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 
an additional civil penalty and shall not be deemed to change the amount of the civil penalty 
imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 
private damages action brought against Respondent by or on behalf of one or more investors based 
on substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
       Secretary 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 94248 / February 15, 2022 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-20771 

 

In the Matter of 

 

Banyan Securities, LLC, 

 

Respondent. 

 

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTIONS 15(b) AND 21C OF THE 

SECURITIES EXCHANGE ACT OF 1934, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A CEASE-

AND-DESIST ORDER  

   

 

I. 
 

 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative and cease-and-desist proceedings be, and hereby are, 

instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange 

Act”) against Banyan Securities, LLC (“Banyan” or “Respondent”).   

 

II. 
 

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings  

herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 

Administrative and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 21C of the 

Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a 

Cease-and-Desist Order (“Order”), as set forth below.   

 

III. 
  

 On the basis of this Order and Respondent’s Offer, the Commission finds that:  

 

 

 

 

 



 2 

Summary 
 

1. This matter involves Banyan’s failure to file with the Commission and to deliver to 

retail investors a Form CRS that complies with the requirements of Rule 17a-14.  Banyan was 

required to file its initial Form CRS with the Commission and to begin delivering its Form CRS to 

prospective and new retail investors, as applicable, by June 30, 2020.  Banyan was further required 

to deliver its Form CRS to existing retail investor customers by July 30, 2020.  The firm failed to 

file and deliver Form CRS by these deadlines.  Although Banyan filed a Form CRS on July 27, 

2020, it did not deliver the Form CRS to its customers at that time and the Form CRS failed to 

include certain information and language required by Rule 17a-14.  Banyan did not file, deliver, 

and post an updated Form CRS with the additional information until December 10, 2021.  As a 

result, Banyan violated Exchange Act Section 17(a)(1) and Rule 17a-14 thereunder. 

 

Respondent 

 

2. Banyan is a California limited liability corporation with its principal place of 

business in Greenbrae, CA.  Banyan is registered with the Commission as a broker-dealer pursuant 

to Section 15 of the Exchange Act.  Banyan offers services to retail investors.   

 

Facts 

 

3. On June 5, 2019, the Commission adopted Form CRS and rules creating new 

requirements—the Form CRS Filing Requirement and the Form CRS Delivery Requirement 

(collectively, the “Requirements”)—for Commission-registered broker-dealers offering services to 

a retail investor.1  See Form CRS Relationship Summary; Amendments to Form ADV, Release 

Nos. 34-86032 & IA-5247 (June 5, 2019) (effective September 10, 2019) (“Form CRS Adopting 

Release”). 

 

4. The Form CRS Filing Requirement.  First, Rule 17a-14 under the Exchange Act 

requires all Commission-registered broker-dealers offering services to a retail investor (“Retail 

BDs”) to electronically file on the Central Registration Depository (“Web CRD”) operated by the 

Financial Industry Regulatory Authority, Inc. (“FINRA”) an initial Form CRS satisfying the 

requirements of Rule 17a-14 no later than June 30, 2020. 

 

5. The Form CRS Delivery Requirement.  Second, Rule 17a-14 under the Exchange 

Act requires Retail BDs to deliver their current Form CRS to each retail investor.  Specifically, 

under Rule 17a-14 under the Exchange Act, the Retail BD must deliver:  

(1) to each retail investor its current Form CRS before or at the earliest of:  

 a recommendation of an account type, a securities transaction, or an 

investment strategy involving securities; 

 placing an order for the retail investor; or 

                                                 
1  For purposes of Form CRS, the term “retail investor” means “a natural person, or the 

legal representative of such natural person, who seeks to receive or receives services primarily 

for personal, family or household purposes.”  Rule 17a-14(e)(2) under the Exchange Act. 



 3 

 the opening of a brokerage account for the retail investor. 

(2) to each retail investor who is an existing customer the Retail BD’s current Form CRS 

before or at the time the firm: 

 opens a new account that is different from the retail investor customer’s 

existing account(s); 

 recommends that the retail investor customer roll over assets from a 

retirement account into a new or existing account or investment; or 

 recommends or provides a new brokerage service or investment that does 

not necessarily involve the opening of a new account and would not be held 

in an existing account. 

See Rule 17a-14(c)(1) & (c)(2).  Rule 17a-14 also requires Retail BDs to post their current Form 

CRS prominently on their website, if they have one, in a location and format that is easily 

accessible to retail investors.  The deadline for Retail BDs to begin complying with the Form CRS 

Delivery Requirement was June 30, 2020 for prospective and new retail investors and July 30, 

2020 for the initial delivery to existing retail investor customers.  See Rule 17a-14(f)(3); Form CRS 

Adopting Release at 239, 242, 406-407; Instructions to Form CRS, General Instruction 7.C (Sept. 

2019). 

 

6. Rule 17a-14(b)(1) requires Retail BDs to prepare their Forms CRS by following the 

instructions in the form.  The Instructions to Form CRS identify specific information and language 

to be included in Form CRS.  See Instructions to Form CRS (Sept. 2019).  

 

7. Banyan did not file its Form CRS by June 30, 2020 and did not deliver its Form 

CRS to retail customers by July 30, 2020 and thus failed to comply with the Requirements by its 

regulatory deadlines.  Banyan filed its Form CRS on July 27, 2020, but did not deliver Form CRS 

to its existing retail investor customers or post its Form CRS on its website.  Moreover, the Form 

CRS filed by Banyan on July 27, 2020 failed to include certain language and information specified 

in the Instructions to Form CRS and required by Rule 17a-14.  On or about December 10, 2021, 

Banyan filed an updated Form CRS with additional information and language required by Rule 

17a-14, delivered the updated Form CRS to existing retail investor customers, and posted the 

updated Form CRS on its website.  

 

Violations 

 

8. As a result of the conduct described above, Banyan willfully2 violated Exchange 

Act Section 17(a)(1) and Rule 17a-14 thereunder. 

                                                 
2  “Willfully,” for purposes of imposing relief under Section 15(b) of the Exchange Act 

“‘means no more than that the person charged with the duty knows what he is doing.’”  Wonsover 

v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 

1949)).  There is no requirement that the actor “also be aware that he is violating one of the Rules 

or Acts.”  Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965).  The decision in The Robare Group, Ltd. v. 

SEC, which construed the term “willfully” for purposes of a differently structured statutory 



 4 

IV. 

 In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Respondent Banyan’s Offer. 

 

 Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act, it is hereby 

ORDERED that: 

 

 A. Respondent cease and desist from committing or causing any violations and any 

future violations of Exchange Act Section 17(a)(1) and Rule 17a-14 thereunder. 

 

B.  Respondent is censured. 

 

C.  Respondent shall pay a civil money penalty in the amount of $25,000 to the 

Securities and Exchange Commission for transfer to the general fund of the United States 

Treasury, subject to Securities Exchange Act of 1934 Section 21F(g)(3).  Payment shall be made in 

the following installments:  $10,000 to be paid within 10 days of the entry of the Order; $5,000 to 

be paid within 120 days of the entry of the Order; $5,000 to be paid within 240 days of the entry of 

the Order; and $5,000 to be paid within 350 days of entry of the Order.  Payments shall be applied 

first to post-Order interest, which accrues pursuant to 31 U.S.C. § 3717.  Prior to making the final 

payment set forth herein, Respondent shall contact the staff of the Commission for the amount due.  

If Respondent fails to make any payment by the date agreed and/or in the amount agreed according 

to the schedule set forth above, all outstanding payments under the Order, including post-order 

interest, minus any payments made, shall become due and payable immediately at the discretion of 

the staff of the Commission and without further application to the Commission. 

 

Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

                                                 

provision, does not alter that standard.  922 F.3d 468, 478-79 (D.C. Cir. 2019) (setting forth the 

showing required to establish that a person has “willfully omit[ted]” material information from a 

required disclosure in violation of Section 207 of the Advisers Act). 

http://www.sec.gov/about/offices/ofm.htm


 5 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying Banyan as a 

Respondent in these proceedings, and the file number of these proceedings; a copy of the cover 

letter and check or money order must be sent to Jennifer S. Leete, Associate Director, Division of 

Enforcement, Securities and Exchange Commission, 100 F. St. NE, Washington, DC 20549, or 

such other person or address as the Commission staff may provide. 

 

 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 

imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding. 

 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

       Secretary