Quick Answer
Unless the offering is one FINRA exempts, a member that sells a security in a non-public offering made under an available registration exemption (a private placement) must either file the offering document with FINRA or notify FINRA that no such document was used, within 15 calendar days of the date of first sale. FINRA treats everything filed as confidential.
A member can meet this duty directly or let another member file on its behalf. Either way, responsibility for making sure the filing actually happens rests with the member that sold the securities.
What Exactly Gets Filed?
A member has two paths, and unless the offering falls into one of the fourteen exempt categories (the next lesson covers them), it must take one of them for every private placement it sells:
- Submit offering materials. Give FINRA a copy of the private placement memorandum (PPM), term sheet, or other offering document used in the sale, along with any retail communication that promotes or recommends the offering. Any materially amended version of these documents must also be filed.
- Notify that none exist. If the offering used no PPM, term sheet, offering document, or retail communication, the member notifies FINRA that none were used.
The filing or notification is submitted electronically, in the form and manner FINRA prescribes. The member also gives FINRA any related information it knows.
Exam Tip: Gotchas
- A private placement with no PPM and no written materials still creates a filing duty. The member must affirmatively notify FINRA that nothing was used. Doing nothing is not compliance, and it's a common trap because there's no document to remind anyone a deadline exists.
When Is the Filing Due?
- The filing or notification is due within 15 calendar days of the date of first sale.
- Calendar days include weekends and holidays, so the count doesn't pause for a business closure.
Exam Tip: Gotchas
- The clock starts at the date of first sale, not the date the offering launches or the date the PPM is finalized. A member that finalizes a PPM three weeks before the first investor commits still has 15 calendar days from that first sale, not from the PPM date.
What Happens to the Information Once It's Filed?
- FINRA treats everything filed under this requirement as confidential.
- FINRA uses the filing only to review compliance with applicable FINRA rules, or for other FINRA regulatory purposes.
Think of it this way: Confidential treatment protects the offering details from becoming public, but it doesn't make the filing optional. A member still has to file or notify on time; FINRA just isn't publishing what it receives.
What Should You Check on Exam Day?
- Confirm the trigger: a private placement relying on a registration exemption creates this duty unless it fits one of the exempt categories, even a small offering with zero written materials.
- Match the deadline to the right event: 15 calendar days from the date of first sale, never from when documents were drafted or the offering opened.
- Remember the two paths are file-or-notify, not file-only; a member with no offering documents still has an affirmative duty to speak up.
- Confidential treatment is what FINRA does with a completed filing. It has no bearing on whether or when the filing was required.