Securities Registration Process
Chapters in this video
- 0:00 Federal disclosure gauntlet: SEC does not approve securities
- 1:22 Three state registration methods overview
- 3:16 Coordination versus qualification: timing and effective date traps
- 5:24 Filing and notification for seasoned issuers
- 6:09 Notice filing is not a registration method
- 7:01 Rapid-fire exam recap
What this video covers
- Why federal registration under the Securities Act of 1933 is about disclosure, not Securities and Exchange Commission (SEC) approval or endorsement of investment quality
- The exact pre-filing, waiting period, and post-effectiveness rules: no offers before filing, no sales closing before effectiveness, and prospectus delivery required
- How registration by coordination works with federal registration, including the 10-day filing period and 2-business-day price or underwriter information timing requirements
- Why registration by qualification is state only, when it applies to intrastate offerings, and that the state administrator alone sets the effective date
- What registration by filing or notification requires for seasoned issuers, and why it becomes effective automatically concurrent with federal effectiveness
- Why notice filing is not a state registration method at all, but rather a fee and document submission for federal covered securities where states cannot add substantive requirements
- The administrator's power to require escrow of securities or impoundment of proceeds under both coordination and qualification, not just qualification alone
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