Quick Answer
Filing has the strictest eligibility but the lightest filing burden; coordination sits in the middle on both; qualification has no eligibility restrictions but the heaviest filing burden. Only qualification requires the Administrator to order effectiveness. Use the federal-registration and prior-qualification questions below to identify the right method on exam day.
This section is a deliberate synthesis, not new material: it recombines the Uniform Securities Act rules from the individual method lessons into the comparisons and decision points the exam actually tests.
How Do the Three Methods Compare?
| 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 (eligibility showing, issuer and security details, latest federal prospectus, common materials) | Moderate (copies of federal filings + undertaking) | Most burdensome (17 categories) |
| Effective date | Seasoned-issuer route: concurrent with federal (after 5 business days on file). Open-end fund and UIT route: business day of filing, or expiration of the existing registration, whichever is last | Concurrent with federal (after 10 days on file + 2 business days for the max/min price statement) | When Administrator orders |
| Escrow/impounding available? | No | Yes | Yes |
| Automatic effectiveness? | Yes (concurrent with federal on the seasoned-issuer route; on the fund route, automatic but keyed to filing rather than to federal effectiveness) | 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, without Administrator action.
- Coordination and filing's seasoned-issuer route follow federal effectiveness. Filing's fund and UIT route uses its own clock: the business day of filing or existing-registration expiration, whichever is last.
What Are the Key Time Periods to Memorize?
| Time Period | Method | Context |
|---|---|---|
| 5 business days on file | Registration by filing, seasoned-issuer route only | Time on file before effectiveness. The open-end fund and UIT route has no such wait |
| 10 days on file | Registration by coordination | Time on file before effectiveness |
| 2 full business days for the max/min proposed offering price statement | Registration by coordination | Pre-effective waiting period. This is not the federal price amendment |
| 1 year registration duration | All methods | Registration period length |
| 30 days after effectiveness for a proceeding based on a fact already known at effectiveness | Stop orders (all methods) | This limit does not cover newly discovered grounds |
| 15 days to set a hearing after a written request | Stop orders (all methods) | Administrator's deadline to schedule the hearing following a summary suspension |
| 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 |
Which Method Should You Use?
- Is the security a federal covered security (exchange-listed; shares of an investment company that is registered, or has filed a registration statement, under the Investment Company Act of 1940; sold to a qualified purchaser; a specific SEC-defined exempt-offering category; or an offering under the uncapped Regulation D private-placement tier)?
- Yes: No state registration method applies at all. At most it owes a state notice filing (or nothing, if exchange-listed). Do not reach for qualification here: "no state registration" is not the same fact pattern as "no federal registration."
- No: Check the security and transaction exemptions next.
- Is the security or transaction exempt under state law?
- Yes: No state registration method is required for that offer or sale.
- No: Continue to the registration methods below.
- Is the security being registered with the SEC?
- No: Must use qualification (the only state method without a federal filing requirement)
- Yes: Is it an open-end investment company or unit investment trust that meets all three fund and UIT route conditions?
- Prior registration: it qualified its own securities in the state within the preceding 24 months, or (UIT only) its sponsor previously registered a substantially identical UIT in the state.
- Compliance: the applicant, or the previously qualified UITs, comply with the material terms of those prior registrations.
- No material change since the registration by coordination or qualification: in the terms of its securities, its selling or distribution method, its investment practices, objectives or restrictions, or its terms of sale.
- All three met: May use filing on the fund and UIT route. No financial tests apply to this route at all
- Any condition missing, or not a fund or UIT: Does the issuer meet the strict financial tests for registration by filing?
- Yes: May use filing (simplest procedure) or coordination; qualification also remains available
- No: May choose coordination or qualification; coordination is simpler when a federal filing exists
Exam Tip: Gotchas
Do not confuse "not federally registered" with "federal covered." A federal covered security (for example, an NYSE-listed stock or an offering under the uncapped Regulation D private-placement tier) skips state registration entirely, even though the reason is different for each category. Smaller-dollar Regulation D offerings are NOT federal covered and still need state registration or a state exemption. If no federal-covered status or state exemption applies and no SEC registration statement has been filed, qualification is the available state method because it does not require a federal filing.
Why Is There an Inverse Relationship Between Eligibility and Filing Burden?
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
- First check whether state registration is needed. Federal covered or exempt status means no state registration method is required.
- If registration is needed and no federal registration statement has been filed, qualification is the available method.
- With a federal statement, check the fund/UIT route (prior registration, compliance, no material change) and the seasoned-issuer filing tests.
- If neither filing route fits, coordination is usually simpler, but qualification remains available. Qualification takes effect only through the Administrator's affirmative order.
What Should You Check on Exam Day?
- Check federal-covered status and state exemptions before choosing a registration method. If registration is needed, check the federal filing, fund/UIT prior-qualification route, and seasoned-issuer financial thresholds.
- Match each time period to its method before answering: 5 business days for filing's seasoned-issuer route, 10 days plus 2 full business days for coordination.
- Confirm escrow and impounding availability (coordination and qualification, not filing) whenever a question compares methods on that dimension.
- Remember only qualification requires an Administrator's order; the other two methods become effective automatically once their conditions are met.