What is SEC Form S-1?
SEC Form S-1 is a filing needed to register the securities of companies that wish to go public with the U.S. Securities and Exchange Commission (SEC). It is required under the Securities Act of 1933 and is also known as the Registration Statement Under the Securities Act of 1933.
SEC Form S-1 is used to register the securities of all registrants except for the securities of foreign governments or political subdivisions.
What Information Does SEC Form S-1 Require?
The SEC Form S-1 requires companies to provide certain basic information regarding their business and finances. It includes:
- The registrant’s exact name, as specified in its charter
- The state or jurisdiction in which the company is incorporated or organized
- R.S. Employer Identification Number
- Information regarding the registrant’s principal executive offices, including the address and telephone number
- Approximate date of the beginning of the proposed sale to the public
The SEC Form S-1 also requires registrants to provide an investment prospectus so that investors can make informed decisions about whether to invest in the company. The specific information required in the prospectus consists of various items, including:
- Summary information
- Risk factors
- Ratio of earnings to fixed charges
- Use of proceeds
- Determination of offering price
- Plan of distribution
- Description of securities to be registered
- Interests of named experts and counsel
- Description of business, property, legal proceedings, and selected financial data
- Directors and executive officers
- Quantitative and qualitative disclosures about market risk
- Material changes in the company’s affairs since the end of the latest fiscal year
- The registrant’s latest annual report
The SEC Form S-1 specifies certain information not required in the investment prospectus. They include:
- Indemnification of directors and officers
- Recent sales of unregistered securities
- Other expenses of issuance and distribution
How is SEC Form S-1 Completed?
Although SEC Form S-1 is only eight pages long, it requires information from a wide range of sources using many rules and regulations. Independent accountants need to certify the financial statements required by the filing. Significant time and effort are required to fill out the form, with the OMB Office estimating an average time burden of over 970 hours.
Once completed, S-1 forms may be filed with the SEC’s EDGAR filing system every business day from 10:00 a.m. to 5:00 p.m. A live feed of recent SEC Form S-1 filings is public and can be found online.
The registration fee required to submit SEC Form S-1 varies by company and depends on factors including:
- The number of securities to be registered
- The proposed maximum offering price per unit
- The proposed maximum aggregate offering price
Registration of Additional Securities
If a company that has already filed the SEC Form S-1 wants to register additional securities at a later date, it is not obligated to file another form of the same type. Instead, the registrant may file a separate registration statement which consists only of:
- The facing page
- A statement that the contents of the earlier registration statement are incorporated by reference
- Required opinions and consents
- The signature page
- Any price-related information the earlier registration statement omitted
To file amendments to a previously filed SEC Form S-1, companies are required to complete the related SEC Form S-1/A.
A more simplified form, SEC Form S-3, may be used only by companies required to file under the Securities Exchange Act of 1934. To be eligible to use the form, certain requirements must be met by both the offering and the issuer.
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