Registration Process

Unless they qualify for an exemption, securities offered or sold to the public in the U.S. must be registered by filing a S-1 registration statement with the SEC. (Exemptions are discussed in the Regulation D  Regulation A+ sections of this web site) Although the law is written to require registration of securities, it is more useful as a practical matter to consider the requirement to be that of registering offers and sales. If person A registers a sale of securities to person B, and then person B seeks to resell those securities, person B must still either file a registration statement or find an available exemption.

The prospectus is the document through which an issuer’s/company’s securities are marketed to potential investors. The prospectus is also included as part of the registration statement. The SEC prescribes the relevant forms on which an issuer’s securities must be registered. Among other things, registration forms call for:

  • a description of the securities to be offered for sale;
  • information about the management of the issuer;
  • information about the securities and
  • financial statements certified by Public Company Accounting Oversight Board PCAOB independent accountants.

Registration statements and the incorporated prospectuses become public shortly after they are filed with the SEC. The statements can be obtained from the SEC‘s website using EDGAR. Registration statements are subject to SEC examination for compliance with disclosure requirements. It is illegal for an issuer to lie in, or to omit material facts from, a registration statement or prospectus.