Private Placements

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.

Rules & Notices


How to Request Access

  • The Super Account Administrator (SAA) at each FINRA member firm has the ability to assign user access rights to the private placement filing 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 Firm Gateway, click on "My Account" and view information from the "Applications & Administrators" link. If you do not have access to the Firm Gateway, contact FINRA at (301) 869-6699 to find out who at your firm is designated as the SAA.
  • If your firm has not yet named an SAA, your firm must do so in order to access the private placement system. View instructions on how to entitle 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 private placement system.