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Limited Review Program Frequently Asked Questions (FAQ)

1. What is the Limited Review program?
The Limited Review program streamlines the review process and provides faster clearance for non-shelf public offering filings. Firms and their counsel should review the eligibility criteria in the Public Offerings Limited Review Program Guide on the Public Offering System page to request a Limited Review.
2. What are the Limited Review eligibility criteria?
To qualify for a Limited Review, the filing must meet all of the following criteria:
  • Total underwriting compensation is within allowable guidelines;
  • Underwriting terms and arrangements do not include prohibited terms as defined in the “Unreasonable Terms and Arrangements” section of FINRA Rule 5110; and
  • The offering does not include a new or novel product and is not one that poses complex regulatory issues.
For complete details on the Limited Review eligibility criteria, see the update to the Review Programs Filing Guide on the Public Offering System page.
3. How can I get a Limited Review?
There are two ways: a filer may either request a Limited Review in the Public Offering System or, if a filing meets the Limited Review eligibility requirements, the Corporate Financing Department staff (staff) will consider whether to assign your filing to a Limited Review. When assigning a filing to a Limited Review, staff will take into account the complexity of the offering’s underwriting terms and arrangements, and anticipated timing provided in the filing or by the filer. All Limited Review filings are assigned to FINRA staff. If you have any questions, please call (240) 386-4623 and ask to speak with the reviewers assigned to the offering.
4. How do I request a Limited Review?
The Limited Review program is available from the Public Offering Filing system. For instructions on how to request access to the filing system, please see the Public Offering System page.
5. Are initial public offerings, closed-end funds, unlisted real estate investment trusts, direct participation programs and Regulation A offerings eligible for Limited Review?
Yes.
6. If Firms received or will receive securities as underwriting compensation, is the filing eligible for Limited Review?
Yes.
7. How do I know if a Limited Review request has been granted or my filing has been assigned to a Limited Review?
Once a Limited Review request is granted or assigned, the staff will send the filer an email identifying the staff member assigned to the filing and the Filing Cabinet will reflect that the review program for the offering has changed to Limited Review.
8. What happens if my Limited Review request is granted or my filing is assigned to a Limited Review?
Instead of the standard comment and response process that occurs in a Full Review, the staff generally does not issue comments in a Limited Review. This allows for a quicker review process and issuance of a Limited Review No Objections Letter. To retrieve a copy of the letter, go to the Communications section in the filing system. Filers are welcome to contact the assigned FINRA staff at any time with questions about the filing or the Limited Review. You can also reach the Corporate Financing Department staff by calling (240) 386-4623.
9. If my filing is in Limited Review and something changes that either makes the offering ineligible for Limited Review or raises new concerns about the offering, can I switch to a Full Review?
Yes. If the details of an offering change, the filer can switch review programs. Please notify the reviewer assigned to the filing immediately if you become aware of any changes that would cause the offering to be ineligible for Limited Review.
10. Can I receive a Limited Review No Objections Letter if a filing fee is due?
No. In order to receive a Limited Review No Objections Letter, a filer must provide the Fed Wire information on the Fed Wire Form in the filing system. The Fed Wire Form requires the filer to provide the Fed Wire identification number, the amount of the wire and the date of the wire.