Registration by filing (also called notice filing) is the simplest method of state securities registration. It applies to covered securities — securities that are preempted from state registration requirements by the National Securities Markets Improvement Act of 1996 (NSMIA).
Securities eligible for notice filing: - Securities listed on national exchanges (NYSE, Nasdaq, etc.). - Mutual fund shares (registered under the Investment Company Act of 1940). - Securities sold under Regulation D Rule 506. - Securities sold in certain exempt transactions. - Federal covered securities.
Process: - The issuer (or dealer) simply files a copy of the SEC registration materials with the state securities administrator and pays a filing fee. - The state cannot conduct a merit review or impose substantive requirements on covered securities. - The state administrator may only require: (1) filing of documents filed with the SEC, (2) payment of a filing fee, and (3) consent to service of process.
Contrast with other methods: - Registration by coordination: For non-covered securities that are also registering federally; state registration becomes effective when federal registration becomes effective. - Registration by qualification: Full state merit review; used for intrastate offerings with no federal registration.
Anti-fraud authority remains: Even for covered securities, state administrators retain full authority to enforce anti-fraud laws and investigate misconduct.
> Exam tip: This is a key Series 63/65/66 concept. Covered securities → notice filing only. States cannot impose merit review on Rule 506 or exchange-listed securities, but anti-fraud rules always apply.