FINRA’s Corporate Financing Department protects investors and promotes vibrant and efficient capital markets by reviewing the capital-raising activities of FINRA member firms and assisting them in complying with FINRA rules and federal securities laws. An efficient capital raising process fosters business expansion, job creation, and economic growth. FINRA members play an important role in facilitating capital formation for businesses of all sizes. The Corporate Financing Department serves as a resource to help support capital raising by answering questions and providing expertise on both public and private offerings engaged in by our members.
What's New
Consistent with the FINRA Forward initiative, the Corporate Financing Department is working to modernize its rules to better promote capital formation and reduce unnecessary costs or burdens impacting the capital raising process.
- In December 2024, FINRA issued Regulatory Notice 24-17 seeking comment on proposed amendments to FINRA Rules 5110, 5121, and 5123 based on prior industry feedback. The Department is currently reviewing the comments.
- In May 2025, FINRA issued Regulatory Notice 25-06 seeking comment on how to modernize our rules, guidance, and processes to further facilitate capital formation. The comment period ended on June 18, 2025 and FINRA received significant feedback from the industry. The Department is currently reviewing the comments.
Statistics
1,200+
Public offerings filed with FINRA in 2024
under Rule 5110.
2,500+
Private placements filed with FINRA in 2024
under Rules 5122 and 5123.
Types of Capital Raising
Public Offerings
A public offering occurs when a company sells its own securities to the public through an IPO or follow-on offering. When a FINRA-member firm acts as an underwriter or otherwise participates in a public offering, including offerings made pursuant to Regulation A+, certain documentation and information must be filed with the Corporate Financing Department. The Department assists member firms in complying with FINRA rules and federal securities laws by reviewing documents related to the firms' capital-raising activities and compensation arrangements. These services provide protections to investors and issuers by regulating underwriting terms and arrangements and addressing conflicts of interest when underwriters are affiliated with an issuer or receive significant portions of the proceeds in an offering. FINRA's review of public offerings complements the SEC’s registration process for issuers and provides member firms with guidance on their underwriting arrangements.
Private Placements
Under federal securities laws, any offer to sell securities must either be registered with the SEC or meet an exemption. Private placements are unregistered, non-public securities offerings that rely on an available exemption from registration with the SEC under either Section 3 or 4 of the Securities Act of 1933. Private placements are most commonly sold pursuant to the Regulation D safe harbors of the Securities Act. When recommending private placements, member firms have the critical role of performing reasonable investigations under the reasonable basis obligations of SEC Regulation Best Interest, the suitability rule, and caselaw interpreting the antifraud provisions of the federal securities laws. Members are subject to important obligations even in the absence of a recommendation, including complying with the communications with the public rules, private placement filing requirements, and supervision.
FINRA conducts regulatory oversight of member participation in unregistered securities offerings through its private placement filing program.
Most Recent Regulatory Notices
Additional Resources
Contact Us
Email your Corporate Financing-related questions to [email protected] or call (240) 386-4623.