With all three registration methods and the surrounding rules covered, this final section brings everything together in a side-by-side comparison designed for exam-day recall.
Side-by-Side Comparison
| Feature | Filing/Notification (302) | Coordination (303) | Qualification (304) |
|---|---|---|---|
| Federal registration required? | Yes | Yes | No |
| Eligibility restrictions? | Most restrictive (financial tests, operating history) | Broad (any security with federal registration) | None (any security) |
| Filing requirements | Least burdensome (basic eligibility statement + prospectus) | Moderate (copies of federal filings + undertaking) | Most burdensome (17 categories) |
| Effective date | Concurrent with federal (after 5 business days on file) | Concurrent with federal (after 10 days on file + 2 business days for price amendment) | When Administrator orders |
| Escrow/impounding available? | No | Yes | Yes |
| Automatic effectiveness? | Yes (concurrent with federal) | Yes (concurrent with federal) | No (Administrator's order only) |
| Primary users | Large, established public companies | Companies doing dual federal/state registration | Intrastate offerings; non-federally-registered offerings |
Exam Tip: Gotchas
- Only qualification becomes effective when the Administrator orders. Filing and coordination become effective automatically with federal effectiveness. If a question describes a state-registered offering becoming effective without Administrator action, it is filing or coordination, not qualification.
Quick-Reference Time Periods
| Time Period | Method | Context |
|---|---|---|
| 5 business days on file | Registration by filing | Time on file before effectiveness |
| 10 days on file | Registration by coordination | Time on file before effectiveness |
| 2 full business days for price amendment | Registration by coordination | Price-amendment waiting period |
| 1 year registration duration | All methods | Registration period length |
| 30 days to challenge effective registration | Stop orders (all methods) | Stop-order challenge window |
| 15 days to request hearing after summary suspension | Stop orders (all methods) | Hearing-request window |
| 15 days after first sale for Reg D notice filing | Federal covered securities | State notice-filing window |
| Quarterly maximum reporting frequency | All methods | Maximum reporting cadence |
Decision Tree: Which Method to Use?
- Is the security being registered with the SEC?
- No - Must use qualification (the only method without a federal filing requirement)
- Yes - Does the issuer meet the strict financial tests for registration by filing?
- Yes - May use filing (simplest procedure) or coordination
- No - Must use coordination (or qualification, but coordination is simpler when a federal filing exists)
The Inverse Relationship
There is a clear inverse relationship between eligibility difficulty and filing burden:
- Filing: Hardest to qualify for, easiest to file
- Coordination: Moderate eligibility, moderate filing
- Qualification: No eligibility restrictions, heaviest filing burden
Think of it this way: the more the issuer has already proven to regulators (through years of SEC reporting and financial strength), the less the state needs to review.
Exam Tip: Gotchas
The exam commonly presents a scenario and asks which registration method applies. Use these two questions to narrow it down: (1) Is there a federal registration? If no, it must be qualification. (2) Does the issuer meet the strict filing-method thresholds? If no, it must be coordination. Also remember: qualification is the ONLY method where the Administrator controls when registration becomes effective.