Registration of Securities

Federal and state securities laws contain many complex requirements that can be difficult for even experienced business people to understand. Contact a securities lawyer at our firm to discuss your securities issue.

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Registration of Securities

If you decide that your company should make a public offering of its securities, you must be aware of the federal regulations governing the registration. Section 5 of the Securities Act of 1933 requires that all securities offered for sale be registered with the federal Securities and Exchange Commission (SEC) unless otherwise exempted. Securities cannot be sold until the SEC has declared the registration statement "effective." The registration process has three periods: the pre-filing period, the waiting period and the post-effective period. An attorney at Jacko Law Group in San Diego, CA can help you with the securities registration process.

The Registration Statement

The registration statement is the primary way to disclose information about a security to potential investors so that they can make informed decisions. A registration statement contains two main parts. The first part contains the prospectus — the formal written offer to sell securities. It sets out the business plan, and should contain additional facts that an investor needs to make an informed decision regarding a stock purchase. Federal securities law requires the prospectus include specific things like: how the company will use the money it raises through the stock offering, the company's competition in the marketplace, major litigation, company assets, executive compensation and more. The prospectus must be accessible to anyone who buys or offers to buy the newly issued stock.

The second part of the statement contains additional information and exhibits that are not distributed with the prospectus, but which are available for public inspection in the SEC files or on the SEC website.

Once a company files a registration statement with the SEC, the statement is available to the public. However, the company cannot start to sell securities until the SEC staff declares the registration "effective." During the review process, the SEC staff will make sure that the statement meets the legal disclosure requirements. The SEC will not accept a registration if it decides that the filed document is misleading, incomplete or inaccurate.

Popular Registration Forms

Form S-1 is the basic registration form that all companies can use. The S-1 form should include all information required by the prospectus including the company's general business, any risk to the company, names and salaries of officers and directors, the plan for distribution of the securities, an independently audited financial statement and any other information necessary to make the disclosure complete and not misleading.

Form S-2 can be used by an issuer that has already been filing reports under the 1934 Exchange Act for a specified time period. Information from some of the issuer's other SEC filings is incorporated by reference.

Form S-3 can only be used by issuers who have reported under the 1934 Exchange Act for at least three years and for four particular high-quality kinds of offerings. This form allows for incorporation by reference of many reports filed under the Exchange Act. S-3 may be used for so-called "shelf" offerings, those that are continuous or delayed, instead of the typical one-time, immediate offering.

Exemptions from Registration

Under the Securities Act of 1933, all securities must be registered with the SEC unless an exemption applies. The party claiming the exemption has the burden of proving that it applies. Sections 3 and 4 of the 1933 Act set forth the exemptions. The exemptions under section 3 are based on the type of security involved. The exemptions under section 4 are based on the transaction.

Conclusion

Filing a registration statement and understanding the exemptions can be complicated tasks. Large volumes of business information that must be reviewed, analyzed and compiled. An attorney at Jacko Law Group in San Diego, CA can help you with the securities registration process.

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