Contact Us: 877-541-3263

Email

CALL

tulchin_harris_e_esq

Always Evolving and Adapting

Support for Preparing Corporate Registration Declarations

The SEC’s Corporate Finance Division (CorpFin) reviews and comments on filings under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (“Exchange Act”). The purpose of CorpFin’s review is to ensure compliance with disclosure requirements under federal securities laws (including Regulation S-K and Regulation S-X) and general anti-fraud regulations requiring disclosure of material information.

The standard for disclosure obligations lies in the importance of information. In the case of TSC Industries, Inc. v. Northway, Inc., the U.S. Supreme Court defined materiality as “information that is likely to significantly alter the overall composition of information available to reasonable investors.”

Therefore, the registration procedure forms the foundation of the Federal Securities Act, serving as a prerequisite for the sale and issuance of securities, registering the securities class to be subject to reporting obligations under the Securities and Exchange Act, and further for listing on national exchanges. Without proper guidance, the comment and review process can be very time-consuming and costly.

The attorneys at ANTHONY, LINDER & CACOMANOLIS, PLLC possess extensive knowledge and experience in preparing registration statements. The documents we handle include securities law registrations S-1, F-1, S-3, S-4, F-4, S-8, S-11, and securities law registrations on Form 10, 20-F, 40-F, and 8-A.

Securities Act Regulations Regarding Registration Statements

Securities laws require registration or exemption from registration with the SEC for all securities trading. The purpose of registration is to enable investors to obtain information completely and fairly, and to make well-informed investment and voting decisions.

S-1, F-1, S-3, F-3, S-4, F-4, S-8, and S-11 are the most common securities offer, sale, and resale registration documents under securities law.

Form S-1

Form S-1 is used when other means of registration are not recognized.

  • It can also be used for the sale registration and resale of unissued securities by existing securities holders.
  • Usable by domestic and international companies.

Form F-1

Form F-1 is used when foreign private issuers cannot access other registration methods.

  • Supports registration and resale of securities held by existing shareholders.

Forms S-3 and F-3

Forms S-3 and F-3 are shelf registration statements for domestic and foreign issuers.

  • Continuous issuance (offerings other than fixed price) is possible.
  • Supporting forward corporations and offerings under different conditions and types.
  • Important for listed exchange companies.

Forms S-4 and F-4

S-4 and F-4 are used for merger transactions, other companies’ securities exchange offers, rollup transactions, and similar transactions.

  • The registration statement contains information about two or more parties to the transaction.

Form S-8

This is a document for registering securities offered under employee benefits plans or similar plans.

  • Usable by domestic and international companies.

Form S-11

It is used for registering securities issued by real estate investment trusts (REITs) and companies whose main business is acquiring or holding real estate or equity.

  • Usable by domestic and international companies.

Exchange Act Registration

Unlike securities law registrations, securities law registrations do not register securities sales.

  • Subject the company to reporting obligations under Article 13 of the Exchange Act.
  • Application of Tender Offers and Proxy Rules based on Article 14.
  • Officers, directors, and shareholders holding more than 10% of the shares comply with the reporting obligations and prohibition of short-term profits under Article 16.
  • Shareholders holding 5% or more shall comply with the reporting obligations under Articles 13(d) and (g).

Companies register under Section 12 of the Exchange Act by submitting Forms 10, 20-F, 8-A, and others.

  • Article 12(b) registration is a prerequisite for trading on national exchanges such as NASDAQ and NYSE.

Voluntary Submission Requirements

Companies can voluntarily submit a declaration of registration under the Trade Act in the following cases:

  • Assets of $10 million or more.
  • Over 2,000 recorded shareholders, or more than 500 non-accredited shareholders.
  • Registration statements must be submitted within 120 days from the end of the fiscal year.

Overcoming Complex Requirements

The registration statement comes with complex and stringent regulatory standards. Therefore, collaboration with experienced lawyers is essential.

Contact Us

For an initial consultation, please call 877-541-3263 or make a reservation by email through the inquiry form.