Swap Dealer Registration

A person that deals in swaps comes under this rule when it works out whether its trading reaches the registration thresholds. After registration, the rule also shapes how it sets up capital, records and risk management.

What the rule requires

A person that acts as a swap dealer must register with the Commodity Futures Trading Commission (CFTC). Acting without registering is unlawful, and a major swap participant has the same duty¹. Section 4s(a) of the Commodity Exchange Act (CEA) sets this duty. A registrant must meet requirements on capital and margin, reporting and recordkeeping, business conduct, documentation and risk management, and must designate a chief compliance officer².

A dealer in security-based swaps registers separately with the Securities and Exchange Commission (SEC)³. A person that must register as a swap dealer registers with the CFTC even if it is also registered with the SEC as a security-based swap dealer or is a depository institution⁴.

Basis and authority

The basis for registration is CEA section 4s (7 U.S.C. § 6s), and the details are set by CFTC rules (17 CFR). Registration procedure is in Part 3, definitions are in section 1.3 of Part 1, and the rules that apply after registration are in Part 23.

The CFTC oversees registration. The rules leave the filing of applications and the annual update of registration information to NFA (the National Futures Association)¹¹. NFA is the self-regulatory organization for the US derivatives industry, and the CFTC has designated it a registered futures association¹².

The text of the rules was checked as the version published on October 5, 2026 (the eCFR version as of October 1, 2026).

Who must register and the de minimis exception

The swap dealer definition and exclusions

A swap dealer is a person that holds itself out as a dealer in swaps or makes a market in swaps. It is also a person that regularly enters into swaps for its own account in the ordinary course of business, or engages in activity causing it to be commonly known in the trade as a dealer or market maker in swaps. A person that enters into swaps for its own account, but not as part of a regular business, is not included¹³. The table of the four swap dealer categories is covered in Dodd-Frank Act Title VII.

However, a person that is not registered is not deemed a swap dealer if its swap dealing over the past 12 months is small. This is the de minimis exception. The thresholds are as follows¹⁴.

The aggregate includes the swaps of the person itself, of any person that controls it, of any person it controls, and of any person under common control with it. If the structure of a swap inflates its notional amount, the effective notional amount is counted instead of the stated notional amount¹⁴. A special entity is a person listed in CEA section 4s(h)(2)(C), such as a federal or state government agency or an employee benefit plan⁸.

The following swaps are not counted in the aggregate.

• A swap that a depository institution enters into with a customer in connection with originating a loan (subject to conditions)
• A swap between majority-owned affiliates
• A swap that a cooperative enters into with its members (subject to conditions)
• A swap entered into to hedge the price risk of one's own assets or liabilities, in accordance with sound commercial practice (subject to conditions)
• A swap of a floor trader that meets certain conditions

The rules set out the conditions in detail¹⁵.

Consider a hypothetical example in which all of the person's and its affiliate's trades are connected with dealing activity and no trade is excluded from the count.

In case 1, the person is within both thresholds and need not register. In case 2, the aggregate exceeds the threshold, and in case 3 the special-entity trades exceed it, so the person must register. As case 3 shows, a person can be below the aggregate threshold and still exceed the special-entity threshold.

Figure 1 shows how the thresholds above decide, step by step, whether an unregistered person is deemed a swap dealer.

Figure description

The figure checks the de minimis exclusion through three questions in order. A no to the first means the person is not a swap dealer, and a no to the second or third means registration is required. If all three are yes, the de minimis exclusion applies and registration is not required. Even after a threshold is exceeded, the person is not deemed a swap dealer until the earlier of the date a complete application is submitted and two months after the end of the month in which the threshold was exceeded. The exclusion applies only when both thresholds are met.

A person that crosses a threshold does not become a swap dealer immediately. It is not deemed a swap dealer until the earlier of the date it submits a complete application and two months after the end of the month in which it crossed the threshold. For example, if it crosses in March, it must submit its application by the end of May at the latest¹⁶. A registrant that has been registered for at least 12 months and meets the thresholds can apply to withdraw its registration. A person within the thresholds can also choose to register on its own initiative¹⁶.

The USD 8 billion level was settled in 2018. Under the earlier rule, the threshold was USD 8 billion during a phase-in period and was scheduled to fall to USD 3 billion when the phase-in ended. Orders in 2016 and 2017 extended the end of the phase-in to December 31, 2019. In a final rule effective November 13, 2018, the CFTC set the threshold at USD 8 billion¹⁷.

Major swap participants

A major swap participant is a person that is not a swap dealer and falls into any one of the following.

• A person that maintains a "substantial" position in any of the major swap categories, excluding hedging and similar positions
• A person whose outstanding swaps create substantial counterparty exposure that could have serious adverse effects on the financial stability of the US banking system or financial markets
• A financial entity that is highly leveraged relative to its capital, is not subject to capital requirements set by a federal banking agency, and maintains a substantial position

There are four major swap categories: rate swaps, credit swaps, equity swaps and other commodity swaps¹⁸. The thresholds for a "substantial position" are daily averages over a quarter, as shown in the table below.

Reaching either figure meets the threshold¹⁹. The rules also exclude from the test a person whose contract terms cap its uncollateralized exposure and its notional amount¹⁸. A person that meets the threshold is deemed a major swap participant two months after the end of the quarter, or on the date it submits a complete application if that is earlier²⁰.

Registration and NFA

An application for registration is made on Form 7-R and filed with NFA. Each principal of the applicant attaches Form 8-R and fingerprints¹¹.

A swap dealer or major swap participant applicant also attaches documents showing that it complies, or has the ability to comply, with the section 4s rules. By filing the application, it consents to the CFTC conducting on-site examinations of the applicant²¹. The designation of a chief compliance officer (Form 8-R)²² is also required with the application. A copy of the applicant's risk management policies and procedures must also be furnished to the CFTC upon application, and to a futures association if the CFTC so directs²³. On capital, the applicant must show, before registration, that it meets the capital requirements. It makes this showing to the futures association it belongs to (or is applying to join)²⁴.

Figure 2 shows the flow from application to after registration.

Figure description

The figure shows the steps for a person applying to register. The applicant completes Form 7-R, and its principals attach Form 8-R and fingerprints, except where an exemption applies. The chief compliance officer's Form 8-R and documents showing compliance are also attached. A copy of the risk management policies is furnished to the CFTC upon application, and to a futures association if the CFTC so directs. The application is filed with NFA, and, before registering, the applicant shows a registered futures association that it meets the capital requirements. After registering, the registrant remains a futures association member and updates its registration once a year, on a date NFA sets. The order of the boxes is not an order set by the rules. The figure shows that checks on documents and capital, and updates, continue from before the application to after registration.

A registrant remains a member of a registered futures association¹⁰. Registration continues until revocation or withdrawal takes effect. Once a year, on a date NFA sets, the registrant reviews and updates its registration information. If it does not complete the update within 30 days of that date, it is treated as having requested withdrawal of its registration²⁵.

The rules also address the effect on contracts. Unless the swap contract provides otherwise, the withdrawal, revocation or lapse of a swap dealer's or major swap participant's registration is not a ground for termination or for changing the terms of the contract²⁶.

Requirements after registration

The clearing, reporting and trade execution duties are covered in Clearing, Reporting, and Trade Execution Requirements.

A person registered with the CFTC is subject to the requirements in the table below.

The annual report covers the registrant's policies and procedures, areas for improvement, staffing and more. It is filed within 90 days after the fiscal year ends, and the chief compliance officer or chief executive officer certifies that it is accurate and complete²⁸.

Transaction records are kept in a searchable form. Position records are identified by product and by counterparty and are linked to the transaction records. Daily trading records and an audit trail that can reconstruct trades are also required²⁹.

The business conduct rules extend even to a swap that was proposed but never entered into³⁰. The other duties also include not unreasonably restraining trade or imposing anticompetitive burdens unless necessary, and providing information to the CFTC and, where there is one, to the prudential regulator³¹. The CFTC also sets standards for documentation (confirmation, processing, netting and valuation) by rule³².

Capital and margin by regulator

The capital and margin rules are set by different authorities for a registrant that has a prudential regulator (a federal authority responsible for banks and similar institutions)³³ and for one that does not. Initial margin and variation margin rules apply to uncleared swaps⁶. The CFTC may not write prudential rules for a registrant that has a prudential regulator³⁴.

Under the rules, a swap dealer without a prudential regulator chooses one of the following capital approaches. Changing the approach later requires the CFTC's written approval³⁵.

A swap dealer that is also a futures commission merchant (FCM) follows the FCM capital requirements (17 CFR 1.17)³⁵.

Persons outside the United States and Japanese institutions

A person outside the United States also counts its swaps with US persons toward the registration test. The swaps that CFTC rules count are shown in the table below³⁶.

Of the swaps with a US person as counterparty, those through a foreign branch of a registered swap dealer are not counted. Swaps with a person outside the United States whose obligations a US person guarantees as counterparty have exceptions.

A person outside the United States need not count a swap that it executes on a designated contract market or a swap execution facility without knowing the counterparty before execution and that is cleared through a central counterparty. However, a significant non-US subsidiary and a person whose obligations a US person guarantees are outside this exception³⁷. Similar counting rules apply to the major swap participant test³⁶.

Examples of counting for persons outside the United States

Consider a hypothetical example in which all swaps are connected with dealing activity, none is with a special entity, none is excluded from the count, and the person outside the United States is neither a significant non-US subsidiary nor a person whose obligations a US person guarantees.

Bank U in Example 1 is a US person, so it counts all swaps connected with dealing activity. The total is USD 8.5 billion, above the USD 8 billion threshold, so the person must register. The person outside the United States in Example 2 counts only the swaps with US persons. Its total trading is USD 13 billion, but the amount counted is USD 3 billion, which is within this threshold. So whether the person is a US person changes what is counted, and Example 2, with the larger total, has the smaller counted amount. The special-entity threshold (USD 25 million) is counted on the same basis, but this example assumes no swaps with special entities, so the swaps stay within that threshold as well. Example 2 has no trade with a counterparty guaranteed by a US person and no trade through a foreign branch of a registered swap dealer. No swap falls under the exception for execution on a venue and clearing.

A registered swap dealer outside the United States may, for some of the rules (the Group A requirements), satisfy them by complying with home-country rules that the CFTC finds comparable (substituted compliance)³⁸. The Group A requirements include those on the chief compliance officer, recordkeeping and risk management.

For capital and financial reporting, there is also an order concerning Japan. The CFTC issued the order on June 24, 2024. It applies to a Type I financial instruments business operator registered with Japan's Financial Services Agency. The operator must be a nonbank swap dealer located in Japan and registered with the CFTC. If it meets the conditions, it can satisfy the capital and financial reporting requirements by complying with Japanese rules. The order was published in the Federal Register on July 18, 2024³⁹. The order does not cover other requirements such as margin.

Practical implications

Because registration is tested over the past 12 months, a firm has to keep counting the notional amount of its swaps connected with dealing activity, including those of persons that control it, persons it controls, and persons under common control with it¹⁴. A firm that registers needs a designated chief compliance officer²² at the time of application, and a showing to a futures association that it meets the capital requirements²⁴ before registration. It also furnishes a written copy of its risk management policies and procedures²³ to the CFTC upon application, and to a futures association if the CFTC so directs. After registration, it maintains its capital, records and risk management² and updates its registration information once a year²⁵.

Notes

1. 7 U.S.C. § 6s(a)(1) (swap dealers) and (a)(2) (major swap participants). The provisions make it unlawful to act without registering. ↩ ↩²

2. 7 U.S.C. § 6s(e) (capital and margin), (f) (reporting and recordkeeping), (g) (daily trading records), (h) (business conduct standards), (i) (documentation standards), (j) (duties, including risk management) and (k) (designation of a chief compliance officer). ↩ ↩²

3. 15 U.S.C. § 78o-10(a)(1) (it is unlawful to act as a security-based swap dealer unless registered with the SEC). ↩

4. 7 U.S.C. § 6s(c)(1) (swap dealers) and (c)(2) (major swap participants). Both provide that the person registers with the CFTC whether or not it is a depository institution or is registered with the SEC in a security-based category. ↩

5. 7 U.S.C. § 6s(b)(1) (filing of the registration application) and (b)(2)(A) (the CFTC sets the form and contents of the application). ↩

6. 7 U.S.C. § 6s(e)(1)(A) (a person with a prudential regulator meets the rules that regulator sets), (e)(1)(B) (a person without one meets the rules the CFTC sets) and (e)(2) (the authorities that set the rules). ↩ ↩² ↩³ ↩⁴

7. 7 U.S.C. § 6s(f)(1) (reporting, and the keeping and examination of books) and (g) (daily trading records; (g)(4) is the audit trail). ↩

8. 7 U.S.C. § 6s(h)(1) (matters covered by the business conduct standards) and (h)(2)(C) (definition of special entity, which lists federal agencies, state and municipal government bodies, ERISA employee benefit plans and others). See the statute for the full definition. ↩ ↩²

9. 7 U.S.C. § 6s(j)(2) (risk management systems), (j)(5) (conflicts of interest) and (k)(1) (designation of a chief compliance officer). The rules are 17 CFR 3.3 (chief compliance officer) and 23.600 (risk management program). ↩

10. 17 CFR 170.16. A registered swap dealer or major swap participant becomes and remains a member of a registered futures association (unless no such association is registered). ↩ ↩²

11. 17 CFR 3.10(a)(1)(i) (the application is made on Form 7-R and filed with NFA), (a)(2) (Form 8-R and the fingerprints of each principal who is an individual are attached to Form 7-R) and 3.10(d) (once a year, on a date NFA sets, registration information is reviewed and updated through NFA). ↩ ↩²

12. National Futures Association, "About NFA." The CFTC designated NFA a registered futures association on September 22, 1981. The basis for filing with NFA is 17 CFR 3.10(a)(1)(i). ↩

13. 17 CFR 1.3, "Swap dealer" (1) (four categories) and (2) (a person that enters into swaps for its own account, but not as part of a regular business, is not included). ↩

14. 17 CFR 1.3, "Swap dealer" (4)(i)(A) (the USD 8 billion and USD 25 million thresholds, and the effective notional amount) and (4)(i)(B) (exclusion of swaps with a utility special entity). ↩ ↩² ↩³

15. 17 CFR 1.3, "Swap dealer" (4)(i)(C) (swaps connected with originating a loan), (5) (likewise, exclusion from the test), (6)(i) (majority-owned affiliates), (6)(ii) (cooperatives and their members), (6)(iii) (hedging of physical price risk) and (6)(iv) (floor traders). See the rules for the conditions. ↩

16. 17 CFR 1.3, "Swap dealer" (4)(iii) (the period before a person that exceeds the threshold is deemed a swap dealer), (4)(iv) (application to withdraw registration) and (4)(vi) (voluntary registration). ↩ ↩²

17. "De Minimis Exception to the Swap Dealer Definition" (CFTC, 83 FR 56666, November 13, 2018): the SUMMARY, the DATES and the Background (extension of the end of the phase-in). ↩

18. 17 CFR 1.3, "Major swap participant" (1) (three groups) and (6)(i) (conditions for exclusion from the test), and "Category of swaps; major swap category" (1) to (4) (rate, credit, equity and other commodity). ↩ ↩²

19. 17 CFR 1.3, "Substantial position" (1)(i) to (iv). The figures are in the table above. ↩

20. 17 CFR 1.3, "Major swap participant" (3) (the earlier of the application date and two months after quarter-end), (4) (reevaluation where the threshold is exceeded by no more than 20%) and (5) (after registration, until four consecutive quarters below the threshold). ↩

21. 17 CFR 3.10(a)(1)(v)(A) (documents showing compliance with the section 4s rules; "comply" includes the "ability to comply"), (B) (submitting the application constitutes consent to the CFTC's on-site examination authority) and (D)(1) (notice of deficiencies). ↩

22. 17 CFR 3.3(c) (the application includes the chief compliance officer's Form 8-R). ↩ ↩²

23. 17 CFR 23.600(b)(4) (a copy of the written risk management policies and procedures is furnished to the CFTC upon application, and to a futures association if the CFTC so directs; thereafter it is furnished on the CFTC's request). ↩ ↩²

24. 17 CFR 23.101(c)(1) (before registration, the applicant must show a futures association one of four cases, including that it meets the capital requirements). ↩ ↩²

25. 17 CFR 3.10(b)(1) (registration continues until revocation or withdrawal takes effect) and 3.10(d) (annual update; failure to complete the update within 30 days of the date NFA sets is deemed a request for withdrawal). ↩ ↩²

26. 17 CFR 3.10(a)(1)(v)(E). Unless the swap documentation specifically reserves otherwise, the withdrawal, deemed withdrawal, cessation or revocation of a swap dealer's or major swap participant's registration is not a ground for termination, force majeure, illegality, increased costs, a change in regulation or similar events. ↩

27. 17 CFR 23.600(b)(1) to (5) (program, written policies, governing body approval, independence of the risk management unit), (c)(1)(i) (review of risk tolerance limits) and (c)(2) (quarterly risk exposure report). ↩ ↩²

28. CEA section 4s(k)(2)(A) (reports directly to the board of directors or the senior officer), 17 CFR 3.3(a)(1), (e) (contents of the annual report), (f)(2)(i) (within 90 days after the end of the fiscal year; exceptions where substituted compliance is permitted) and (f)(3) (certification). ↩ ↩²

29. 17 CFR 23.201(a)(1) (transaction records, identifiable by transaction and by counterparty and searchable) and (a)(2) (position records). CEA section 4s(g)(4) (audit trail). ↩ ↩²

30. 17 CFR Part 23, Subpart H. 23.400 (scope; also covers swaps that are only proposed) and 23.402 to 23.451 (general provisions, prohibition of fraud, counterparty eligibility, disclosure, fair communications, suitability of recommendations, special entities and political contributions). ↩ ↩²

31. 7 U.S.C. § 6s(j)(1) (monitoring compliance with position limits), (j)(2) (risk management), (j)(3) and (4) (disclosure and provision of information), (j)(5) (conflicts of interest) and (j)(6) (antitrust considerations). ↩ ↩²

32. 7 U.S.C. § 6s(i) (the CFTC sets by rule standards for confirmation, processing, netting, documentation and valuation). ↩

33. 7 U.S.C. § 1a(39) (definition of "prudential regulator," which lists authorities such as the Board of Governors of the Federal Reserve System for each category of bank and similar institution). ↩

34. 7 U.S.C. § 6s(d)(2)(A) (the CFTC may not adopt rules imposing prudential requirements on a swap dealer or major swap participant for which there is a prudential regulator). ↩

35. 17 CFR 23.101(a)(1)(i) (bank holding company approach), (a)(1)(ii) (net capital approach), (a)(2) (tangible net worth approach), (a)(4) (FCMs follow 17 CFR 1.17) and (a)(6) (changing the approach requires the CFTC's written approval). ↩ ↩² ↩³ ↩⁴

36. 17 CFR 23.23(b)(1) and (2) (swaps counted toward the de minimis exception) and 23.23(c) (positions counted toward the major swap participant test). ↩ ↩²

37. 17 CFR 23.23(d). A person outside the United States (excluding a significant non-US subsidiary and a person whose obligations a US person guarantees) need not count a swap that is executed on a designated contract market, a swap execution facility or a similar venue, and cleared through a clearing organization, where it does not know the counterparty before execution. ↩

38. 17 CFR 23.23(f) (substituted compliance for the Group A requirements), 23.23(a)(6) (the Group A requirements include 17 CFR 3.3, 23.201, 23.203, 23.600 and others) and 23.23(g) (determination of comparability). ↩

39. CFTC order (89 FR 58470, July 18, 2024), SUMMARY and DATES. It covers the capital (17 CFR 23.101) and financial reporting (23.105) requirements, and one condition is registration as a Type I financial instruments business operator. ↩

40. 17 CFR 23.23(a) (the lead-in to the definitions; the counterparty's written representation may be relied on unless the registrant knows or has reason to know it is inaccurate). ↩