Study guide
3.4 Registration by Filing (Notice Filing)
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
3.4 Registration by Filing (Notice Filing)
Key Takeaways Explain This Topic AI
Applies to federal covered securities under NSMIA.
States can require notice filings, fees, and consent to service.
Exchange-listed, 1940 Act funds, and Rule 506 offerings qualify.
States cannot require full registration or merit review.
Anti-fraud authority remains with the states.
Last updated: January 2026
Registration by filing , also known as notice filing , is the simplest form of state securities registration. It applies to federal covered securities —securities that are exempt from state registration under the National Securities Markets Improvement Act (NSMIA) but may still require state notice filings.
What Are Federal Covered Securities?
The National Securities Markets Improvement Act of 1996 (NSMIA) created the category of "federal covered securities" to reduce duplicative state and federal regulation.
Categories of Federal Covered Securities
- Category Examples
- Exchange-Listed Securities NYSE, NASDAQ, AMEX listed stocks
- Investment Company Securities Mutual funds registered under 1940 Act
- Rule 506 Offerings Regulation D private placements
- Qualified Purchaser Offerings Sales to sophisticated investors
Key Principle: Federal covered securities are subject to SEC jurisdiction and cannot be required to register at the state level . States can only require notice filings and fees.
Exchange-Listed Securities
Securities listed on major exchanges are federal covered:
Exchange/Market Federal Covered?
- NYSE Yes
- NASDAQ Global Select Yes
- NASDAQ Global Market Yes
- NYSE American (AMEX) Yes
- OTC Bulletin Board No
- Pink Sheets No
- All Securities of Listed Issuers
Important: If an issuer's common stock is listed on a qualifying exchange, ALL of that issuer's securities are federal covered—not just the listed security.
- Security Federal Covered? (if issuer's common is listed)
- Common stock Yes
- Preferred stock Yes
- Bonds Yes
- Warrants Yes
- Options Yes
- Investment Company Securities
Securities issued by investment companies registered under the Investment Company Act of 1940 are federal covered:
Product Federal Covered?
- Open-end funds (mutual funds) Yes
- Closed-end funds Yes
- Unit Investment Trusts (UITs) Yes
- Exchange-Traded Funds (ETFs) Yes (if 1940 Act registered)
- Regulation D Rule 506 Offerings
Private placements under SEC Rule 506 are federal covered:
Rule 506 Version Description Federal Covered?
- Rule 506(b) Traditional private placement, no general solicitation Yes
- Rule 506(c) General solicitation permitted, all accredited investors Yes
State Notice: While Rule 506 offerings are federal covered and exempt from state registration, states may require Form D notice filings and collect fees.
- Notice Filing Requirements
- What States Can Require
Requirement Permitted?
- Full state registration No
- Notice filing Yes
- Filing fees Yes
- Consent to service of process Yes
- Stop orders for fraud Yes
- What States Cannot Require
Requirement Permitted?
- Merit review No
- Substantive review No
- Denial based on fairness No
- Additional disclosure beyond SEC Generally no
- The Notice Filing Process
- For Investment Company Securities
- Step Requirement
- Documents Copy of SEC registration statement or prospectus
- Filing Submit to state Administrator
- Fee Pay state-required fee
- Effectiveness Effective when SEC effective
- For Rule 506 Offerings
- Step Requirement
- Documents Copy of Form D filed with SEC
- Timing Within specified period after first sale
- Fee State-required amount
- Consent Consent to service of process
- Effective Date
Registration by filing becomes effective:
- Security Type When Effective
- Investment company When SEC registration effective
- Rule 506 offering Upon filing (retroactive to first sale)
- Exchange-listed Generally no registration required
- State Anti-Fraud Authority
Although states cannot require registration of federal covered securities, they retain full authority to:
- Authority Description
- Investigate fraud Examine suspicious activities
- Enforce anti-fraud rules Take action against fraud
- Issue subpoenas Compel information
- Seek injunctions Stop fraudulent conduct
- Criminal referrals Refer for prosecution
Exam Tip: States cannot require registration of federal covered securities, but they absolutely CAN enforce anti-fraud provisions against ANY securities transaction.
Comparison of Filing Methods
- Feature Notice Filing Coordination Qualification
- When Used Federal covered SEC offerings Intrastate
- State Review None Limited Full
- Complexity Simplest Moderate Most complex
- State Can Deny? No (except fraud) Yes Yes
- Documents Copy of SEC filing SEC documents State-specific
- Practical Examples
- Example 1: Mutual Fund
Vanguard's Total Stock Market Index Fund (1940 Act registered) wants to sell shares in California.
Process:
- File notice with California
- Pay filing fee
- Registration effective when SEC effective
- California cannot conduct merit review
- Example 2: Rule 506 Private Placement
Tech startup raises $5 million from accredited investors under Rule 506(c).
Process:
- File Form D with SEC
- File copy of Form D with each state where sales made
- Pay state filing fees
- States cannot deny but can enforce anti-fraud rules
- Key Takeaways
- Federal covered securities cannot be required to register at state level
- States can require notice filings and fees
- Exchange-listed securities and 1940 Act investment companies are federal covered
- Rule 506 offerings are federal covered
- States retain anti-fraud authority over all securities
- Notice filing is the simplest registration method
- NSMIA preempts state substantive review of federal covered securities