SOLOMON EXAM PREP | SERIES 82 - FINRA PRIVATE SECURITIES OFFERINGS REPRESENTATIVE EXAM - Summary of New Registration Exemptions - Chapter One - Communication Rules

Sep 27, 2026

This document provides an exam-focused overview of FINRA Series 82 topics, emphasizing rules governing private securities offering registration exemptions and the Securities Act process. It summarizes key registration exemption categories, including Rule 506(b) and 506(c), crowdfunding limits, and Rule 147 requirements for in-state issuers and investors. It then explains conduct rules for communications under public underwriting, detailing SEC review stages: pre-filing, cooling-off (at least 20 days), and post-effective periods. It covers prospectus adequacy, material omissions, amendment cycles, and how road shows and underwriters solicit indications of interest before share sales.

LanguageEnglish

CategoryExam

FormatPDF

Pages4

Reading Time10 min

AccessFree to download

Summary of New Registration Exemptions

Rule 506(b) exemptions

Rule 506(c) exemptions

Crowdfunding limits

Rule 147 in-state offering rules

Conduct Rules

Communications rules for public underwriting

Securities Act registration periods

Prospectus acceptance and SEC amendments

Cooling-off period solicitations and road shows

Post-effective period offering mechanics

SOLOMON EXAM PREP | SERIES 82 – FINRA PRIVATE SECURITIES OFFERINGS REPRESENTATIVE EXAM SUMMARY SUMMaRY OF NeW ReGISTRaTION exeMpTIONS | | Dollar
Limit | Type of
Offering | Issuer Requirements | Investor Requirements | | --- | --- | --- | --- | --- | | Rule 506(b) | Unlimited | Private
placement | U.S. or foreign company
SEC registered or private companies
No bad actors involved | Each non-accredited investor must be sophisticated
No more than 35 non-accredited investors
Number of accredited investors is unlimited | | Rule 506(c) | Unlimited | Private
placement
U.S. or
foreign
company | U.S. or foreign company
SEC registered or private companies
No bad actors involved | All accredited investors are eligible | | Crowdfunding | $1 million +
inflation | Public
offering | U.S. or Canadian companies that are not registered with the SEC (non-reporting companies)
No bad actors involved | Aggregate amount sold cannot exceed a given percentage of investor’s annual income or net worth (greater of 2% or $5,000 for investors with annual income or net worth less than $100,000, and 10% but not exceed $100,000 for all other investors) | | Rule 147 | Does not
apply | Public
offering
to instate
residents | Principal place of doing business
must be in the state Must meet at least one:
• 80% of revenues must come from within the state
• 80% of business assets must come from within the state
• 80% of proceeds must be used in-state | Must be in-state residents to purchase security | 1.2. CONDUCT RULeS 1.2.1. COMMUNICaTIONS RULeS FORa pUBLIC UNDeRWRITING Before an issuer can begin selling its securities, the issuer must register the new securities with the SEC. Before the stock market crash of 1929, many people invested in securities without having much information about securities they were buying. 26 Copyright © 2019 Solomon Exam Prep. All rights reserved. Do not copy, reproduce, or distribute without permission. [www.SolomonExamPrep.com](www.SolomonExamPrep.com) SEEkS BUSINESS FOR THE BROkER‑ dEALER FROM CUSTOMERS ANd POTENTIAL CUSTOMERS | CHAPTER ONE The Securities Act of 1933 was enacted to make sure investors have enough information about a security to make an informed decision. The Securities Act requires a registration process (described below) that culminates in a comprehensive document called a prospectus. An acceptable prospectus provides investors with enough detailed information about the issuer of the security to make an informed investment decision about the investment. When judging whether a prospectus is acceptable, the SEC assesses whether all the relevant information is contained in the prospectus and that there are no material omissions. The SEC does not judge the merits of the securities themselves. In other words, the SEC transfers the burden of good financial decision-making from the government to the investor. For this reason, a broker, underwriter, or issuer of a security cannot say that the SEC “approved” of the security, even if the security is registered with the SEC. This is a basic and critical point that may come up in some form on the exam. The registration process can be divided into three periods: the pre-filing period, the cooling-off period, and the post-effective period. The pre-filing period is the period before the issuer files the registration statement with the SEC. The cooling-off period is the time period after the registration statement has been filed until the registration statement become effective. This period must be at least 20 days long. During this time, the SEC will evaluate the registration statement. During the cooling-off period, the company will not be able to sell shares to the public, and only certain kinds of limited offers will be allowed. During this time, the SEC will not try to determine whether the security is a good investment. Rather, it will make sure everything that is supposed to be

FAQs

What is the purpose of the Securities Act of 1933 in these communications and underwriting rules?

The Securities Act is intended to ensure investors have enough information about a security to make an informed decision. It requires a registration process that culminates in a comprehensive prospectus assessed for completeness and material omissions.

What are the three registration periods described in the document, and what happens during the cooling-off period?

The registration process is divided into pre-filing, cooling-off, and post-effective periods. During cooling-off (at least 20 days), the SEC evaluates the registration statement, the issuer cannot sell shares to the public, and only limited offers are allowed.

How can the SEC affect the timeline if it finds issues with the prospectus?

If the SEC finds material omissions or misleading statements, it returns a qualified decision and the issuer must file an amendment. After an amendment is filed, the company must wait an additional 20 days for SEC review.

Sep 27, 2026

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