Why File an SEC Registration Statement? Going Public Lawyer

Registration Statement - Securities Lawyer 101
The Securities Act of 1933 (the “Securities Act”) is referred to as the “truth in securities” act.  The Securities Act has two stated goals.  These are to require that issuers provide investors with financial and other significant information concerning securities being offered for public sale, and to prohibit deceit, misrepresentations, and other fraud in the sale of securities.  The primary way companies provide investors with financial and other significant information when going public is by filing a registration statement with the Securities and Exchange Commission (the “SEC”).  This provides transparency to investors and protects the issuer from liability.

The Purpose of Registration under the Securities Act

These disclosures put investors on even footing with the issuer and enable them to make informed investment decisions.  While the SEC requires that the information provided be accurate.

The Securities Act Registration Process

Generally, when a company sells shares, the shares must be covered by an effective registration statement or exempt from the SEC’s registration statement requirements.  Form S-1 is the most commonly used Securities Act registration statement form.  In general, registration statements require disclosure of:

  • the company’s properties and business;
  • the security to be offered for sale; and
  • information about the management of the company.

Registration statements also require financial statements certified by independent accountants.

Registration statements are available on the EDGAR database.

Not all offerings of securities must be registered with the SEC.  Some exemptions from the registration statement requirement include:

  • private offerings to a limited number of persons or institutions;
  • offerings of limited size;
  • intrastate offerings; and
  • securities of municipal, state, and federal governments.

By exempting many small offerings from the registration process, the SEC seeks to encourage capital formation by eliminating the burdens of securities offerings to the public.

The full text of the Securities Act is available 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 www.securitieslawyer101.com.  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 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
www.SecuritiesLawyer101.com