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Public Offerings

FINRA’s Corporate Financing Rules—Rules 5110, 2310 and 5121—generally make three requirements of firms that participate in public offerings of securities.

  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 one business day after they are filed or submitted to the 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.

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How to File with the Public Offering System

The Public Offering System facilitates filings required under FINRA's Corporate Financing Rules. The Public Offering System replaces COBRADesk, which was retired on June 20, 2012. 

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 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 Public Offering 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 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 20 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 continues 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

On Monday, May 5, 2014, FINRA introduced a new tool called the Dashboard that 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 Firm 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 Firm Gateway should be directed to FINRA's call center at (301) 590-6500.

Private Placements and Public Offerings Subject to a Contingency
February 8, 2016
FINRA Filing Requirements and Review of Regulation A Offerings
September 8, 2015
SEC Approves Amendments to FINRA Rule 5110 to Permit Termination Fees and Rights of First Refusal
May 15, 2014
New Electronic Filing System for Public Offering Filings
April 30, 2012
FINRA Requests Comment on Proposed Amendments to NASD Rule 2340 to Address Values of Unlisted Direct Participation Programs and Real Estate Investment Trusts
March 7, 2012
FINRA Requests Comment on Proposed Amendments to NASD Rule 2340 to Address Values of Unlisted Direct Participation Programs and Real Estate Investment Trusts in Customer Account Statements
September 29, 2011
SEC Approves Amendments to Modernize and Simplify NASD Rule 2720 Relating to Public Offerings in Which a Member Firm With a Conflict of Interest Participates
August 14, 2009
SEC Approves Amendments to NASD Rule 2810 (Direct Participation Programs)
July 7, 2008
SEC Approves Amendments to Rule 2710 (Corporate Financing Rule) and Rule 2720 (Distribution of Securities of Members and Affiliates-Conflicts of Interest)
February 27, 2004
Underwriting Compensation in Public Offerings
October 1, 1998
Podcast
This podcast focuses on FINRA’s rule regarding public offerings in which a participating firm has a conflict of interest.
April 19, 2010
Podcast
FINRA staff members discuss new amendments to FINRA's rule on direct participation programs and real estate investment trusts.
September 9, 2008
Interpretive Letter
NASD Rule 2830 - Investment Company SecuritiesOffices of sub-adviser holding training and education meeting is permissible location under Rule 2830(l).
September 28, 2006
Interpretive Letter
NASD Rule 2211 - Institutional Sales Material and CorrespondenceFree writing prospectuses are not subject to Rules 2210 and 2211 or the filing requirements of Rules 2710 and 2720
August 1, 2006
Interpretive Letter
NASD Rule 2510 - Discretionary Accounts - Application of NASD Rules 3110, 2510, 2310, and IM 2310-2 to a default IRA account established by plan sponsor in accordance with Department of Labor safe harbor provisions.
March 16, 2005
Exemptive Letter
Exemption from lock-up provisions in Rule 2710(g) for shares to be issued upon the split of common stock that takes place within 180 days of the required filing of the offering with NASD when the pre-split shares were acquired prior to the 180 day timeframe.
June 4, 2004
Interpretive Letter
Collection of customer information from account application forms.
November 27, 2000
Interpretive Letter
A member is not an "affiliated member" of an insurance company for purposes of Rule 2820(g)(4)(D) where no control relationship exists between the entities.
October 12, 2000
Exemptive Letter
Summary of Exemption Decision Re: Rule 2710 Issued by Corporate Financing Department
August 31, 2000
Interpretive Letter
Application of Suitability and Supervision requirements to recommendations of new variable annuity bonus products to existing variable annuity bonus products customers.
August 31, 2000
Exemptive Letter
Exemption granted to extend exemption previously granted from Rule 2720(l), to [Firm] on June 14, 1999 to include offerings of warrants and purchase contracts and to units consisting of debt securities, warrants, and/or purchase contracts.
August 11, 2000
Interpretive Letter
Application of Customer Account Information and Suitability requirements to member selling one type of security to narrow target audience.
August 4, 2000
Exemptive Letter
October 29, 1999
Exemptive Letter
June 14, 1999
Interpretive Letter
Under Rule 2710, a broker/dealer may pay finder's fees to a joint venture for the referral of issuers that are potential corporate finance clients. If the joint venture is not required to be registered as a broker/dealer, such payments would not violate Rule 2420.
June 18, 1998
Interpretive Letter
Staff clarification of NASD Notice to Members 96-60 regarding a member's suitability obligation under NASD Rule 2310 with respect to certain investment company transactions.
March 4, 1997
Interpretive Letter
Staff clarification of NASD Notice to Members 96-60 regarding a member's suitability obligation under NASD Rule 2310.
January 23, 1997
Interpretive Letter
Staff clarification of NASD Notice to Members 96-60 regarding a member's suitability obligation under NASD Rule 2310.
January 23, 1997
FAQ
The Limited Review program can help to streamline the review process and provide faster clearance for non-shelf public offering filings.

FAQ
Frequently asked questions about public offerings