what is a non issuer transaction 
a non issuer transaction is a transaction involving a security that is not directly or indirectly executed for the benefit of the issuing company most deals that occur on the secondary market such as stock exchanges involve non issuer transactions secondary offerings or share buybacks that will involve the issuer understanding non issuer transactionsisolated non issuer transactions are exempt from the registration requirements of the securities and exchange commission sec for instance if joe sells 100 shares of xyz stock to his brother this transaction would be exempt from registration requirements however once joe sells those 100 shares to his brother he officially becomes what s known as a non issuer broker dealer non issuers can be described as a person or company that doesn t issue securities or have plans to do so and a broker dealer is a person or firm that buys and sells securities for its own account or on behalf of its customers regulations are much lighter on non issuer broker dealers although these figures are also very limited in what they can do while legally maintaining this status auditors and non issuer broker dealersauditors of a non issuer broker dealer must be registered with the public company accounting oversight board pcaob as of the date of the auditor s report auditors are encouraged to begin the registration process with the pcaob as soon as practicable non public broker dealers are also advised to contact the commission s division of trading and markets to discuss individual circumstances if necessary auditors of non issuer broker dealers must continue to comply with exchange act rule 17a 5 f 3 which states that the auditor shall be independent in accordance with the provisions of 210 2 01 b and c of this chapter however auditors of non issuer broker dealers are not subject to the partner rotation requirements or compensation requirements of 210 201 c 1types of exempted non issuer transactions