Form 5123-2025

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2015 4.8 Satisfied (50 Votes)
2010 4.3 Satisfied (43 Votes)
2003 4.2 Satisfied (53 Votes)
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No, some retail communications are excluded from the filing requirements. However, it is important to note that whether a communication is subject to filing or not, firms must ensure that all their communications regarding financial products and services comply with applicable FINRA, SEC, MSRB and SIPC rules.
A Private Placement Memorandum (PPM) is a securities disclosure document used by a company (issuer) that is engaged in a private offering of securities.
Both firms and individuals must be registered with FINRA to conduct securities transactions and business with the investing public. Firms must meet certain membership standards to attain registration.
Employees exempt from FINRA registration include individuals whose functions are: Solely clerical and/or ministerial in nature, Related solely to the members need for nominal corporate officers or capital participation (limited partners), OR.
FINRA Regulates Broker-Dealers, Capital Acquisition Brokers and Funding Portals. A Broker-Dealer is in the business of buying or selling securities on behalf of its customers or its own account or both.
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Rule 5123 exempts private placements that are filed under other FINRA Corporate Financing Rules, as well as most of the same categories of private placements that are exempt from filing under Rule 5122. As a result of these exemptions, both rules apply predominately to private placements sold to retail investors.
The Rule requires each FINRA member firm that sells an issuers securities in a private placement to file with FINRA a copy of any private placement memorandum, term sheet or other offering document the firm used within 15 calendar days of the date of the sale, or indicate that it did not use any such offering
Regulatory Obligations Member firms must also report quarterly to FINRA statistical and summary information regarding certain written customer complaints. In addition, Rule 4530 requires member firms to file with FINRA copies of specified criminal actions, civil complaints and arbitration claims.

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