Registration Requirement
Chapters in this video
- 0:00 The gatekeeper rule and the three legal gates
- 1:39 The broad USA definition of offer and sale
- 2:52 How an offer alone breaks the law: exam trap
- 4:28 Registration by filing, coordination, and qualification
- 5:41 Coordination versus qualification: the SEC distinction
- 6:57 Who chooses the method and stop-order standards
- 7:59 Rapid-fire exam recap
What this video covers
- The three gates that satisfy the general registration requirement under the Uniform Securities Act (USA): state registration, exemption, or federal covered security
- Why an offer alone triggers the registration requirement even when no sale occurs and no money changes hands
- How broadly the USA defines "offer" and "sale," including attempts to sell and solicitations of an offer to buy
- Registration by filing (notification): who qualifies as a seasoned issuer, the open-end fund and unit investment trust (UIT) route, and effective dates for each
- Registration by coordination: concurrent federal and state effectiveness with the Securities and Exchange Commission (SEC)
- Registration by qualification: the catch-all method, its reliance solely on the state administrator's order, and why it is the only method with no federal registration requirement
- Who chooses the registration method when an issuer qualifies for more than one, and that a registered broker-dealer may file on the issuer's behalf
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