Registration by Coordination
Chapters in this video
- 0:00 The tandem skydive: how state and federal parachutes deploy together
- 1:11 Ivan the issuer: no financial tests, no operating history required
- 2:12 The filing package and the amendment-forwarding undertaking
- 3:51 The 10-day waiting period and the Administrator's waiver power
- 4:54 The 2-full-business-day proposed price statement and the exam trap
- 5:48 Price amendment (federal) versus post-effective amendment (state)
- 6:26 Failure to notify: the stop order without notice or hearing
- 7:53 Rapid-fire exam recap
What this video covers
- Why registration by coordination requires a concurrent federal Securities Act of 1933 (SA) filing but zero state financial tests or operating history
- What documents compose the moderate filing package: three copies of the federal prospectus, optional articles and agreements, and the critical undertaking to forward amendments
- The exact timing of the 10-day state filing requirement versus the 5 business days for registration by filing
- How the 2-full-business-day rule applies to the statement of maximum and minimum proposed offering prices and maximum underwriting discounts or commissions
- The distinction between the federal price amendment (filed with the Securities and Exchange Commission shortly before effectiveness) and the state post-effective amendment (filed with the Administrator after federal effectiveness)
- When and how the Administrator may waive either or both waiting periods
- Why failure to notify the Administrator by telephone or telegram after federal effectiveness permits a stop order without notice or hearing, and why proven compliance voids that order ab initio
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