FINRA Questionnaire
(IPO)

Summary

This questionnaire template may be used in an initial public offering (IPO) to determine whether the managing underwriters can make certain required representations under the Financial Industry Regulatory Authority, Inc. (FINRA) rules. This template includes practical guidance and drafting notes. In an underwritten IPO, the managing underwriters must make certain representations under FINRA Rule 5110 that no officer, director, or holder of 10% or more of the shares of the company is associated or affiliated with any FINRA member and that no FINRA member participating in the offering has a conflict of interest under FINRA Rule 5121. A questionnaire requesting relevant information is typically prepared by underwriters' counsel and distributed to representatives of the underwriters and the company's officers, directors, and shareholders holding 10% or more of the shares. Note: Effective September 16, 2020, FINRA amended Rule 5110, making significant changes to FINRA's processes and terminology relating to public offerings. This template questionnaire reflects the changes made by the amended Rule 5110, which can be found here. This questionnaire is not filed with FINRA but may be used to determine if any exceptions or explanations to the representations to FINRA are necessary. For more on IPOs generally, see Initial Public Offerings Resource Kit. For an overview of FINRA regulations, see the FINRA Resource Kit and FINRA Review of IPO Filings. For information on FINRA Rule 5110, see 2020 Regulatory Notice 10, 2020 FINRA LEXIS 6 and FINRA Rule 5110 Requirements Checklist. For information on FINRA Rule 5121, see Qualified Independent Underwriter and Prominent Disclosure Requirements of FINRA Rule 5121 and FINRA Rule 5121 Conflicts of Interest Prospectus Disclosure.