FINRA Rule 5123 became effective December 3, 2012 for private placements that begin selling efforts on or after that date.

Rule 5123 requires each member firm that sells securities in a private placement to file with FINRA a copy of the private placement memorandum, term sheet or other offering document, including any materially amended versions, used by the firm in connection with the sale of the securities; or the firm must indicate that it did not use any such offering document.  The filing must be made within 15 calendar days following the date of first sale.

A wide range of private placements is exempt from Rule 5123 based on the type of investor (e.g., certain institutional accredited investors, qualified institutional buyers, institutional accounts and qualified purchasers), the offering type (e.g., offerings under Rule 144A and Regulation S) or the type of security involved.   Our client alert on Rule 5123 is available here.