Registration by coordination
Registration by coordination is a method of registering a security at the state level by coordinating with a concurrent federal SEC registration. The state registration becomes effective at the same moment the federal registration does.
Under the Uniform Securities Act, an issuer can register a security with a state securities administrator in several ways, and registration by coordination is the method used when the issuer is simultaneously registering the same offering with the SEC. Instead of running two independent processes, the state registration piggybacks on the federal one.
Mechanically, the issuer files copies of its federal registration materials — the prospectus and related documents — with the state administrator, along with any state-required information and fees. The state registration then becomes effective automatically at the same moment the SEC registration becomes effective, provided the paperwork has been on file with the state for the required minimum period and no stop order is in effect.
Coordination is the most common path for interstate offerings like IPOs, because it satisfies state blue sky laws in every state where the offering will be sold without duplicating the federal review. It sits alongside the other methods: registration by filing (or notification), available to certain seasoned issuers, and registration by qualification, the full standalone state review used when no federal registration exists.
The Series 63, Series 65, and Series 66 exams all test registration by coordination — know when each registration method applies, what must be filed with the administrator, and that effectiveness is tied to the federal registration date.
Key takeaways
- Registration by coordination registers a security at the state level in coordination with a simultaneous SEC registration.
- The state registration becomes effective at the same time as the federal registration.
- The issuer files copies of its federal registration documents with the state administrator.
- It is the most common state registration method for interstate offerings such as IPOs.
- The alternatives are registration by filing (notification) and registration by qualification.