SEC Confidential Submission of Registration Statements

Securities Lawyer 101 Blog

The Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) states that emerging growth companies may submit a registration statement for an underwritten or direct initial public offering to the Securities and Exchange Commission (“SEC”) on a confidential basis. 

On April 5, the SEC announced the procedures for how eligible issuers should make those confidential submissions to the SEC.

Until the SEC announces a formal process for confidential electronic submissions for initial public offerings, issuers should submit their registration statement either as an unbound paper submission or a text-searchable PDF file on a CD/DVD.  The issuer must include a cover letter that confirms its status as an emerging growth company as defined by the JOBS Act. Foreign issuers that meet the definition of an emerging growth company under the JOBS Act should follow the same confidential submission procedure as domestic issuers.

The cover letter and submission should be sent to:

Draft Registration Statement U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549

The confidential filing is not deemed to a public filing or a filing of a registration statement for purposes of the Securities Act of 1933, and as such, no registration fee is required at the time of filing.   At least 21 days prior to the commencement of a road show for the issuer’s initial public offering the documents filed with the confidential submission must be made public.

For more information about the JOBS Act and going public please visit our blog posts here  and here.

For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit   This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship.  Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Lawyers Brenda Hamilton, Securities Attorney 101 Plaza Real South, Suite 202 North Boca Raton, Florida 33432 Telephone: (561) 416-8956 Facsimile: (561) 416-2855