Public Offerings

FINRA’s Corporate Financing Rules—Rules 5110, 2310 and 5121—generally compel firms that participate in public offerings of securities to fulfil three requirements: 

  1. Firms must file documents and other information in connection with public offerings. These documents include registration statements or offering circulars and their exhibits and amendments. The documents must be submitted no later than three business days after they are filed or submitted to the U.S. Securities and Exchange Commission (SEC). FINRA accords confidential treatment to all filed documents and information.
  2. Firms may not make unfair terms and arrangements.
  3. Firms have specific requirements on offerings in which there is a specified conflict of interest.

No sales of securities subject to the rules, including Regulation A+ offerings, may commence until FINRA has provided a “no objections” opinion.

How to File with the Public Offering System

The Public Offering System facilitates filings required under FINRA's Corporate Financing Rules.  

How to Request Access to the Public Offering System

Member Firms

The Super Account Administrator (SAA) at each firm has the ability to assign user access rights to the Public Offering System for themselves and employees at their firm.

If your firm has designated an SAA for FINRA systems, contact that individual to change your existing user account or to create a new user account for you. To determine whether your organization has an SAA, log in to the FINRA Gateway, click on "My Account" and view information from the "Applications & Administrators" link. If you do not have access to the FINRA Gateway, contact FINRA at (301) 869-6699 to find out who is designated as the SAA at your firm.

If your firm has not yet named an SAA, your firm must do so in order to access the Public Offering System. View instructions on how to authorize someone at your firm to serve in this role. Once your firm's SAA has been designated, contact that individual to request access to the Public Offering System.

Other Filing Organizations

In order to use the new Public Offering System, you and/or other individuals at your organization must request access to the system. Please contact FINRA Corporate Financing at (240) 386-4623.

The Review Process 

On average, the review process takes 10 to 25 business days. FINRA’s review of public offering filings provides firms with regulatory guidance on what constitutes fair and reasonable underwriting arrangements. FINRA’s review process complements the SEC’s registration process for issuers. The SEC defers to FINRA to establish reasonable levels of underwriting compensation and adequate disclosure of the underwriting terms and conflicts. 

All offerings filed with the Department go through a triage process prior to assignment. Once the triage process is completed, the offering is assigned to a first and second reviewer. 

  • The first reviewer is responsible for the initial review of a filing and the entire lifecycle of the filing, including the review of all amendments and responses to the Department’s comment letter.
     
  • The second reviewer provides oversight and guidance to the first reviewer, as well as final approval. 

FINRA issues three primary types of comment letters: 

  • Defer Letter – FINRA issues a “Defer” letter if it identifies regulatory concerns and requires clarification or additional documents. 
     
  • Unreasonable Letter – FINRA issues an “Unreasonable” letter if the terms and arrangements governing members’ participation and disclosure regarding those terms and arrangements do not appear to comply with the corporate financing rules. Filers may file modifications to the proposed underwriting and other terms and arrangements for further review. 

    FINRA may follow up with telephonic comments or issue another comment letter if it requires additional information or documents. The comment and response process may continue until the staff and the filer resolve all comments. Filers can call the first reviewer, whose contact information is included on the comment letter, to discuss the letter. If a filer does not understand a comment or the staff’s purpose in issuing a comment, the filer should seek clarification from the first reviewer. Also, the staff may request supplemental information to better understand a regulatory issue. If you have questions that you cannot resolve with the first reviewer, you can request to speak with the second reviewer. 
     
  • No Objections Letter – When the review process is complete, FINRA issues a “No Objections” letter. A firm must receive a No Objections letter before it participates in a distribution of securities to investors. 

Once the review process is complete, FINRA will post a comment letter in the electronic filing system. Filers can call to check on the status of a filing or review the status through the electronic filing system. 

The Public Offering Dashboard

The Public Offering Dashboard provides information about the status of offerings filed for review in the Public Offering System.

The tool allows a firm to see all filings in which the firm is identified as a participating member in the offering.

The Dashboard is available through the FINRA Gateway. Each firm's Super Account Administrator (SSA) is responsible for granting access to the Dashboard to personnel within the firm. For questions about the Dashboard, please contact the Corporate Financing Department at (240) 386-4623. Questions about FINRA Gateway should be directed to the FINRA Support Center at (301) 590-6500.

Contact OGC

FINRA's Office of General Counsel (OGC) staff provides broker-dealers, attorneys, registered representatives, investors and other interested parties with interpretative guidance relating to FINRA’s rules. Please see Interpreting the Rules for more information.

OGC staff contacts:
Paul Mathews and Jim Wrona
FINRA, OGC
1700 K Street, NW
Washington, DC 20006
(202) 728-8000

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