The Financial Industry Regulatory Authority (FINRA) has released new guidance on filing under FINRA Rule 5123 in the form of a frequently asked questions (FAQs) page and user guide, both available on FINRA's website. Effective December 3, 2012, Rule 5123 requires FINRA member firms selling securities in certain private placement offerings to file notices with FINRA's Corporate Financing Department. Within 15 calendar days of the date of the first sale under a private placement offering, member firms must file either:

  • copies of any private placement memorandum, term sheet or other offering documents or
  • notice with FINRA's Corporate Financing Department indicating that no such offering documents were used in the offering

The FAQ page and user guide provide comprehensive guidance regarding Rule 5123 filings. First, the FAQ page specifies when firms must file under Rule 5123 and how to gain access to the private placement filing system, which is provided to most firms through the FINRA Firm Gateway. In addition, it answers various questions firms may have concerning filing under Rule 5123, such as when the 15-day period commences, how to format documents, when filing is appropriate on behalf of other firms and how to amend filings. It also discusses which filings are exempt under Rule 5123. Once a firm has determined how and when to file under Rule 5123, the user guide provides step-by-step illustrated guidance on how a member firm can use FINRA's private placement filing system to make a filing. It directs the user through the entire process of submitting a filing and also shows the user how to open and amend existing filings.


User Guide:

FINRA Rule 5123:

General Links Page: