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3.2 Registration by Coordination

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Series 63 Uniform Securities Agent State Law

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1 Introduction

About the Series 63 Exam How to Use This Guide

2 Chapter 1: USA Definitions

1.1 Key Terms Overview 1.2 Definition of Person 1.3 Definition of Security 1.4 Offer and Sale 1.5 Exclusions from Definitions

3 Chapter 2: Registration of Persons

2.1 Broker-Dealer Registration 2.2 Broker-Dealer Exemptions and Exclusions 2.3 Agent Registration 2.4 Agent Exemptions and Exclusions 2.5 Investment Adviser and IAR Registration 2.6 IA and IAR Exemptions

4 Chapter 3: Registration of Securities

3.1 Registration Methods Overview 3.2 Registration by Coordination 3.3 Registration by Qualification 3.4 Registration by Filing (Notice Filing) 3.5 Exempt Securities and Transactions

5 Chapter 4: Fraudulent and Unethical Practices

4.1 Anti-Fraud Provisions 4.2 Prohibited Business Practices 4.3 Churning and Unauthorized Trading 4.4 Misrepresentation and Omissions 4.5 Market Manipulation 4.6 Insider Trading and Front-Running

6 Chapter 5: Administrative Provisions

5.1 State Administrator Powers 5.2 Investigations and Subpoenas 5.3 Administrative Orders 5.4 Cease and Desist and Injunctions 5.5 Criminal and Civil Penalties

3.2 Registration by Coordination

Key Takeaways Explain This Topic AI

Used when the offering is registered with the SEC.

State filing uses the same SEC documents.

State effectiveness matches SEC effectiveness.

State cannot be effective before the SEC.

Price amendments are due within 2 business days.

Last updated: January 2026

Registration by coordination is the most common method for registering securities that are also being registered with the SEC. It allows issuers to "coordinate" state registration with their federal registration, using essentially the same documents.

When Coordination Is Used

Registration by coordination is appropriate when:

Situation Use Coordination?

  • IPO being sold in multiple states Yes
  • Follow-on offering with SEC registration Yes
  • Securities registered with SEC under 1933 Act Yes
  • Intrastate offering (one state only) No—use qualification
  • Federal covered securities No—use notice filing

Key Rule: Coordination is used whenever the issuer is also filing a registration statement with the SEC under the Securities Act of 1933 in connection with the same offering.

  • Filing Requirements
  • Documents Required

To register by coordination, the issuer must file:

  • Document Description
  • Copies of SEC Documents Prospectus, registration statement, amendments
  • State Filing Form Uniform form or state-specific application
  • Consent to Service of Process Appoints Administrator as agent
  • Filing Fee State-determined amount
  • Information That Must Be Provided
  • Information Details
  • Amount of Securities Total being registered in the state
  • Adverse Orders Any stop orders from other states
  • Federal Effectiveness Anticipated date of SEC effectiveness
  • Selling Agents List of broker-dealers participating

Simplicity: The coordination process is designed to minimize duplication—the issuer uses the same documents filed with the SEC rather than preparing separate state documents.

Amendments

The issuer must file amendments with the state when:

  • Event Requirement
  • SEC Amendment File copy with state promptly
  • Material Change Amend state registration
  • Change in Offering Update state filing
  • Effective Date of Registration

This is the most tested aspect of coordination:

Automatic Effectiveness

Registration by coordination becomes effective automatically when:

  • Condition Requirement
  • SEC Effectiveness Federal registration must be effective
  • No Stop Order Administrator hasn't issued stop order
  • Filing Duration State filing on file for specified period
  • The Timing Rule
  • Situation When State Registration Becomes Effective
  • Standard Rule Simultaneously with SEC effectiveness
  • Required Filing Period State filing must be on file for specified days before SEC effective date
  • Administrator Action Administrator may accelerate or delay

Exam Tip: Registration by coordination becomes effective at the same time as the federal (SEC) registration, provided the state filing has been on file for the required period and no stop order has been issued.

Important Limitations

  • Limitation Rule
  • Cannot Be Earlier Than SEC State registration cannot be effective before federal registration
  • Price Amendment If price not in prospectus, must file price amendment
  • Administrator Delay Administrator can postpone effectiveness
  • Price Amendment Requirement

If the offering price is not included in the SEC registration statement:

  • Requirement Details
  • When Required If prospectus doesn't contain price
  • Timing Must file within 2 business days of SEC pricing
  • Content Statement of maximum/minimum offering price
  • State Review Process

Unlike qualification, coordination involves limited state review:

  • Aspect Coordination Qualification
  • State Review Limited (relies on SEC review) Full state review
  • Document Preparation Use SEC documents State-specific documents
  • Timing Control Tied to SEC State determines
  • Administrator's Powers

Even with coordination, the Administrator can:

  • Power Description
  • Issue Stop Orders Deny or suspend registration
  • Require Additional Information Request more disclosure
  • Impose Conditions Add requirements beyond SEC
  • Delay Effectiveness Postpone state registration
  • Practical Example

Scenario: ABC Corp files an S-1 registration statement with the SEC for an IPO. ABC plans to sell shares in 20 states.

Process:

  • ABC files copies of S-1 with each of the 20 state Administrators
  • ABC includes state-specific filing forms and fees
  • SEC declares S-1 effective on March 15
  • State registrations automatically become effective March 15 (assuming proper filings and no stop orders)
  • Key Takeaways
  • Coordination is for securities also registered with the SEC
  • Uses same documents filed with SEC
  • State registration becomes effective simultaneously with SEC
  • State registration cannot be effective before SEC registration
  • Administrator can still issue stop orders and impose conditions
  • Must file price amendment if price not in prospectus

Loading diagram... Coordination Effectiveness