FINRA Public Offering Filing Fee Memorandum

This template is a memorandum from issuer's counsel to the issuer in a public offering of securities that describes the filing fees payable to the Financial Industry Regulatory Authority, Inc., or FINRA, in connection with FINRA's review of the underwriting arrangements for the offering. This template includes practical guidance and drafting notes. FINRA Rule 5110, known as the Corporate Financing Rule, governs the underwriting terms and arrangements in public offerings in which FINRA member firms participate. The primary purpose of the Corporate Financing Rule is to ensure that the underwriting compensation and other terms or arrangements with the underwriters in connection with or relating to the distribution of the securities in a public offering (unless the offering is exempt from review as provided in the rule), are not unfair or unreasonable. Issuers and underwriters must provide FINRA with the documents and other information specified in the rule to facilitate FINRA's review of the offering, and the underwriters may not make any sales of the securities in the offering until they receive FINRA's opinion that it has no objections to the proposed underwriting compensation and any other underwriting terms or arrangements. In December 2019, the Securities and Exchange Commission (SEC), approved amendments to various provisions of Rule 5110, which became effective on September 16, 2020. The amended rule is available here. 2020 Regulatory Notice 10, 2020 FINRA LEXIS 6 discusses the rule amendments. FINRA Public Offering Frequently Asked Questions (FAQ), which include information about the Corporate Financing Rule, are available at http://www.finra.org/industry/faq-public-offering-frequently-asked-questions-faq. For more information about FINRA's review of underwriting arrangements under the Corporate Financing Rule, including the documents that issuers and underwriters must file with FINRA for an initial public offering, see FINRA Review of IPO Filings. For more information on FINRA in general (including practice notes, checklists, and templates), see FINRA Resource Kit. For more on IPOs generally, see Initial Public Offerings Resource Kit.