With the foundational definitions in place, you can now explore the three registration methods. Registration by filing is the simplest procedure but has the most stringent eligibility requirements.
Overview
Registration by filing (also called registration by notification) under the Uniform Securities Act (USA) is designed for large, established issuers that already have extensive Securities and Exchange Commission (SEC) reporting histories. The logic is simple: if a company has been publicly reporting to the SEC for years and meets strict financial tests, the state does not need to conduct its own detailed review.
Who Can Use It
Registration by filing is available only to seasoned issuers that are also registering the securities federally. To qualify, an issuer must have a substantial operating history, an established SEC reporting record, and strong financials. Because the issuer is already well known to federal regulators and the public markets, the state relies on that federal record rather than conducting its own detailed review.
The key idea to remember: registration by filing has the most stringent eligibility requirements but the simplest filing procedure. "Easy to file" is not the same as "easy to qualify." In practice, few issuers use this method, especially since exchange-listed securities are now federal covered securities and are exempt from state registration altogether.
How It Becomes Effective
Registration by filing becomes effective concurrently with the federal registration statement, provided the registration statement has been on file for at least 5 business days (or a shorter period the Administrator permits), the registration fee is paid, and no stop order is in effect or pending. If the federal registration becomes effective before the state conditions are satisfied, the state registration becomes effective when all conditions are met.
The registrant must promptly notify the Administrator of the federal effective date.