Registration by filing

Registration by filing is one of three ways an issuer can register a security at the state level under the Uniform Securities Act. It is reserved for seasoned issuers — companies that have already completed a federal registration with the SEC, have been operating for a required minimum period, and have not defaulted on debt or preferred dividends in recent years. Because the state administrator can rely on the issuer's existing federal disclosure and operating history, the process is largely a notice filing rather than a substantive review.

The issuer files a registration statement with the state administrator, pays the filing fee, and — assuming no stop order is issued — the registration becomes effective automatically after the required waiting period. This is why the method is also called registration by notification: the issuer is notifying the state of an offering, not asking permission for it.

The other two methods carry heavier burdens. Registration by coordination is used when a company registers with the SEC and one or more states at the same time, so the state registration is timed to become effective concurrently with the federal one. Registration by qualification is the most demanding route and the default for offerings with no federal registration, such as purely intrastate deals; effectiveness comes only when the state administrator says so.

Exam questions typically test which method fits a given fact pattern. The Series 63, Series 65, and Series 66 exams all expect you to match an issuer profile to the right registration path — a well-established, SEC-reporting company qualifies for filing, a simultaneous federal-and-state offering uses coordination, and a small or local issuer with no federal filing must use qualification.