Notice filing

Notice filing is the abbreviated state-level filing used when federal law preempts a state's authority to substantively review a registration. Instead of examining the merits of the offering or the qualifications of the firm, the state administrator receives copies of documents already filed with the SEC, collects a filing fee, and records the filing.

Two categories use notice filing. Federal covered securities — including investment company shares issued under the Investment Company Act of 1940 and securities listed on a national exchange such as the NYSE or Nasdaq — are exempt from state registration, but a state may still require a notice filing and a fee before those shares are sold to its residents. Federal covered advisers, meaning investment advisers registered with the SEC, likewise notice file with each state where they maintain a place of business or exceed the de minimis client threshold.

The distinction matters because it defines the boundary of state power under the National Securities Markets Improvement Act of 1996. A state administrator cannot deny a notice filing on the grounds that the security is overpriced or the adviser's strategy is unsound. The administrator does retain antifraud authority, however, and can pursue enforcement against fraudulent conduct within the state regardless of federal covered status.

Notice filing is a frequent exam topic on the Series 63, Series 65, and Series 66. Questions commonly ask you to distinguish notice filing from registration by coordination and registration by qualification, or to identify which entity — a covered security issuer, a state-registered adviser, or an agent — uses which process.