Corporate Financing
Corporate Financing
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 committed to continuous improvement to better promote capital formation and reduce unnecessary costs or burdens impacting the capital raising process. We are doing so by modernizing our rules, empowering compliance by providing guidance and transparency to the industry, and modernizing our systems.
- In October 2026, FINRA published Regulatory Notice 26-19 to announce the implementation of amendments to Rules 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) and 5123 (Private Placements of Securities). These amendments make substantive, organizational and terminology changes to the rules while maintaining important protections for market participants, including issuers and investors. The amendments to Rule 5123 became effective upon publication on October 21, 2026. The amendments to Rule 5110 will be effective on December 21, 2026. The Regulatory Notice explains how the amendments apply to offerings subject to Rule 5110. Additional FAQs provide further guidance.
- From June through August 2026, we made incremental changes to the Public Offering system to reduce the time required to file by extracting and pre-populating data along with other streamlining changes to simplify and improve the filing experience.
- In May 2026, we published information on private placement information to increase transparency in the broker-sold retail private placement market. The published information is derived from FINRA's review of member firm filings made pursuant to Rules 5122 and 5123. We plan to provide annual updates.
- In alignment with FINRA Forward, FINRA issued Regulatory Notice 25-06 seeking comment on how to modernize our rules, guidance, and processes to further facilitate capital formation. The Department is continuing to work on a response to comments. Please refer to FINRA’s Quaterly Regulatory Policy Agenda for the status of additional amendments to Rules 5110, 5121 and 5123.
Statistics
1,600+
Public offerings filed with FINRA in 2025
under Rule 5110.
2,900+
Private placements filed with FINRA in 2025
under Rules 5122 and 5123.
Private Placement Information
The Corporate Financing Department reviews member firm filings made pursuant to Rules 5122 and 5123 for private placements sold to retail customers. The review process generates data that offers valuable insight into a distinct and narrow segment of the overall private markets: broker-sold retail private placements. To enhance market transparency, we are now making selected private placement information publicly available and will update it on a regular basis.
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
Contact Corporate Financing
- For questions related to filings submitted, please contact the assigned reviewers.
- For all general questions including requests for pre-filing guidance, email us at [email protected]
- For questions about filing fees, email us at [email protected]
For any other requests or time-sensitive questions, please call (240) 386-4623.