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What is a Registration Statement?

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  • Written By: Malcolm Tatum
  • Edited By: Bronwyn Harris
  • Last Modified Date: 27 November 2016
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    Conjecture Corporation
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The registration statement is a set of documents that are compiled and filed with regulatory agencies prior to the approval of an initial public offering of shares of stock. The purpose of the registration statement is to ensure that the company that is seeking to offer shares of stock meets all the criteria established by the government agencies charged with overseeing this type of financial transaction. In the United States, registration statements must be filed with the Securities and Exchange Commission, or SEC, before the IPO can proceed.

There are several key documents included in a registration statement. Many of these provide data regarding the general financial stability of the company, thus helping to ensure that the entity does have the resources to honor its commitments to any investor who purchases the shares issued as part of the initial public offering. The prospectus may also include key information about the terms and conditions associated with the sale of the shares, including the class or type of shares that are issued as part of the offering. Other key information includes the initial market value of those shares, and which rights and responsibilities investors assume by purchasing the stock. In order for approval of the IPO to take place, the registration statement must fully comply with all regulations and laws that currently apply to the issuance of shares of stock.

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In the United States, the registration statement must comply with the provisions set forth in the Securities Act of 1933, and the Securities Exchange Act of 1934. Over the years, a number of different forms have been developed that aid the company in providing the necessary data as part of the filing. The most comprehensive form, known as Form S-1, is the basic form required for any request to issue an initial public offering.

A slightly shorter form, known as Form S-2, can be used by public companies that are already registered with the SEC, and are current in their filings. The S-3 form is for companies that are registered by meeting certain other criteria. The Form S-BR is used for smaller businesses, as defined by the SEC. and Form U-7 is used by companies that are exempt from filing at the federal level to manage the filing of a registration statement at state level. There is also Form20F, which is used when foreign private issues that qualify under the terms of the Securities Exchange Act of 1934 are involved in the offering.

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