FINRA Rule 5123 (Private Placements of Securities) requires member firms to file with FINRA's Corporate Financing Department within 15 calendar days of the date of first sale of a private placement a private placement memorandum, term sheet or other offering document, or indicate that no such offerings documents were used. As announced in Regulatory Notice 12-40, Rule 5123 is effective on December 3, 2012.
FINRA Rule 5122 (Member Private Offerings) requires member firms that offer or sell their own securities or those of a control entity to file with the Corporate Financing Department a private placement memorandum, term sheet or other offering document at or prior to the first time the documents are provided to any prospective investor. The June 17, 2009, effective date of Rule 5122 was announced in Regulatory Notice 09-27.
Member firms also must file any amendments or exhibits to the offering document with the Corporate Financing Department within ten days of being provided to any investor. The information filed with the Corporate Financing Department is subject to confidential treatment. Firms should submit offering documents as searchable PDFs via the private placement filing system in the Firm Gateway.
Please note, 5122/5123 Notifications are "notice" filings. As such, FINRA will not respond to the filings with a comment letter or provide a clearance letter.