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.
- 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.
- Firms may not make unfair terms and arrangements.
- 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.
On this Page
- How to File with the Public Offering System
- How to Request Access to the Public Offering System
- The Review Process
- The Public Offering Dashboard
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.
- Log on to the Public Offering System
- User Guides
- Frequently Asked Questions
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.