FINRA Issues Helpful Materials to Aid Members with their Private Placement Notice Filings

FINRA recently released FAQs and a user guide related to Rule 5123 filings.  As discussed in more detail in the June/July issue of Up To Date, Rule 5123 requires, subject to certain exceptions, FINRA member firms that sell securities in certain private placements to submit a notice filing with FINRA.  Such notice filing shall include a copy of any private placement memorandum, term sheet or other offering document, including any materially amended versions thereof, used in connection with such sale.  Members that do not employ offering documents must indicate to FINRA that no such documents were used in connection with the applicable offering.  Submissions must be made within 15 calendar days of the first sale.  The FAQs answer practical questions regarding filing requirements, such as: how members file a notice with FINRA, whether third parties can file offering documents on behalf of a member, and when does the 15-day period commence for filing with FINRA.  In addition, the FAQs address matters relating to exemptions form Rule 5123.  The FAQs also provide contact information at FINRA for members who have general inquiries and questions regarding Rule 5123.  The user guide gives members step by step instructions regarding how to access the private placement filing system and how to make a Rule 5123 filing.


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