On December 3, 2012, FINRA released a set of frequently asked questions on FINRA Rule 5123. FINRA Rule 5123 requires each FINRA member that sells securities in certain types of private placements to make a notice filing with FINRA, which must either include a copy of any private placement memorandum, term sheet or other offering document the firm used to sell the offering or indicate that it did not use an offering document. FINRA also released a user guide to making Rule 5123 filings.

For more information on filing under FINRA Rule 5123, see Practice Note, Section 4(a)(2) and Regulation D Private Placements: FINRA Rule 5123 Notice Filings for Certain Private Placements and Making Filings under FINRA Rule 5123: FINRA Guidance Checklist.