FINRA Securities Industry Essentials Exam (SIE) SIE Question # 19 Topic 2 Discussion
SIE Exam Topic 2 Question 19 Discussion:
Question #: 19
Topic #: 2
Which of the following is the term for a filing for a distribution of securities in which the issuer has up to three years after the effective date of registration to sell the securities?
A shelf registration allows an issuer to register securities with the SEC and then sell them over time—rather than all at once—after the registration statement becomes effective. Under shelf registration rules (commonly associated with SEC Rule 415 in practice), the issuer can generally offer and sell registered securities on a delayed or continuous basis within a permitted window (often tested as “up to three years” for exam purposes). That description exactly matches choice A.
Choice B (primary offering) is too general; it refers to a sale of new securities by an issuer, but it does not specifically mean the issuer can sell them over time for up to three years. Choice C (standby underwriting) is a type of underwriting commitment often associated with rights offerings, where an underwriter agrees to purchase unsubscribed shares—again, not the filing mechanism described. Choice D (preliminary registration) is not the standard term for this process; while preliminary prospectuses exist, the shelf concept is a specific registration approach.
Shelf registration is significant because it provides issuers flexibility to access capital markets when conditions are favorable—issuing debt or equity in tranches without repeating a full registration process for each sale. It can reduce time-to-market and administrative burdens, and it allows for strategic financing (e.g., issuing when rates drop or when valuation improves). On the SIE, the main expectation is recognizing the definition and purpose: register now, sell later, within the allowed period.
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