The SEC's Office of Municipal Securities updated its municipal-advisor frequently asked questions (FAQs) on July 10, 2026. The updated guidance specifically addresses three areas that have generated uncertainty among infrastructure and P3 market participants:

1. When participants in public-private partnerships may need municipal-advisor registration
2. Which remote-work locations must be disclosed as branch offices
3. What records must be retained when advising on municipal-securities pricing

The guidance is directly relevant to P3 developers, infrastructure consultants, financial advisors, investment banks, placement agents, and contractors that advise state or local government authorities on infrastructure financing.

Dodd-Frank Act and SEC Rule 15Ba1

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 created a new category of regulated person: the "municipal advisor." Under Section 15B of the Securities Exchange Act of 1934, as amended by Dodd-Frank, persons who provide advice to or on behalf of a municipal entity or obligated person with respect to municipal financial products or the issuance of municipal securities must register with the SEC as municipal advisors.

SEC Rule 15Ba1-1 defines "municipal advisor" broadly to include persons who provide advice with respect to the issuance of municipal securities — including advice on the structure, timing, terms, and other similar matters concerning a municipal securities issuance. The rule includes financial advisors, investment advisors, and others who provide such advice, but excludes underwriters, registered investment advisers providing investment advice, and certain other categories.

Penalties for Unregistered Activity

Providing municipal advisory services without registration is a violation of Section 15B of the Exchange Act. The SEC can bring enforcement actions against unregistered municipal advisors, seeking civil penalties, disgorgement of fees, and injunctive relief. Municipal entities that engage unregistered advisors may also face consequences, including potential rescission of transactions.

When P3 Participants Need Registration

The updated FAQs address the question of when a participant in a public-private partnership — such as a developer, contractor, consultant, or financial intermediary — crosses the line from providing commercial or technical services into providing regulated municipal advisory services.

The SEC's guidance confirms that the municipal-advisor definition can apply to P3 participants who provide advice to a municipal entity on the financing structure of a P3 transaction — including advice on whether to issue municipal securities, the terms of any municipal securities issuance, or the allocation of financial risk between the public and private parties. The mere fact that a participant is also providing commercial or technical services does not exempt it from the municipal-advisor registration requirement if it is also providing advice on the financing structure.

The Underwriter Exemption

The municipal-advisor definition excludes underwriters acting in their capacity as underwriters. However, the underwriter exemption applies only when the firm is actually acting as an underwriter — not when it is providing financial advisory services in connection with a P3 transaction. Investment banks that provide both underwriting and advisory services in P3 transactions must carefully delineate which services are being provided in which capacity.

Practical Implications for P3 Participants

P3 developers, infrastructure consultants, financial advisors, investment banks, and placement agents advising state or local authorities on P3 transactions should:

• Assess whether their activities constitute regulated municipal advice under the updated FAQ guidance
• Ensure that engagement letters clearly distinguish commercial services, technical services, underwriting services, and municipal-advisory services
• Avoid providing advice on financing structure, issuance terms, or pricing unless registered as a municipal advisor or covered by an applicable exemption
• Consult with legal counsel before providing any advice to a municipal entity on the financial terms of a P3 transaction

The updated FAQs also address which remote-work locations must be disclosed as branch offices on Form MA. The SEC's guidance clarifies that a location where a municipal advisor's associated person regularly conducts municipal advisory activities — including a home office — may need to be disclosed as a branch office, depending on the facts and circumstances.

Municipal advisors that have adopted remote-work arrangements since the COVID-19 pandemic should review their Form MA filings to confirm that all locations where associated persons regularly conduct municipal advisory activities are properly disclosed.

The third area addressed by the updated FAQs concerns recordkeeping obligations when a municipal advisor provides advice on municipal-securities pricing. SEC Rule 15Ba1-8 requires municipal advisors to make and keep records related to their municipal advisory activities. The updated guidance clarifies what records must be retained when a municipal advisor provides pricing advice — including records of the pricing analysis, the basis for the pricing recommendation, and communications with the municipal entity regarding pricing.

Municipal advisors that provide pricing advice should review their recordkeeping procedures to ensure compliance with the updated guidance.

Turkish companies pursuing U.S. infrastructure P3 opportunities. Turkish construction companies, infrastructure developers, and engineering firms that pursue P3 opportunities with U.S. state and local governments should be aware of the municipal-advisor registration framework. Providing advice on the financing structure of a P3 transaction — even as part of a broader commercial or technical engagement — may trigger registration obligations. Turkish companies should structure their U.S. P3 engagements carefully and engage U.S. legal counsel to assess registration risk before providing any advice on financing terms.

Turkish financial institutions and investment banks. Turkish banks and investment banks that participate in U.S. municipal finance transactions — including as placement agents or financial advisors in P3 transactions — should assess whether their activities require municipal-advisor registration. The updated FAQ guidance increases the risk that advisory activities in P3 transactions will be characterized as regulated municipal advice.

Infrastructure investment and Turkey-U.S. partnerships. The U.S. infrastructure market — including transportation, water, energy, and social infrastructure — is a significant opportunity for Turkish companies with P3 experience. Understanding the regulatory framework for municipal finance, including the municipal-advisor registration requirement, is a prerequisite for participating effectively in U.S. P3 transactions.

ULF New York advises Turkish companies and investors on U.S. securities regulation, municipal finance, and infrastructure investment in the United States.