![securities act s-1 securities act s-1](https://data.templateroller.com/pdf_docs_html/2061/20613/2061323/page_7_thumb.png)
Upon effectiveness, the company is subject to Public Company SEC Reporting Requirements.
![securities act s-1 securities act s-1](https://www.securitieslawyer101.com/wp-content/uploads/2013/02/shutterstock_217411414-1024x572.jpg)
SECURITIES ACT S 1 REGISTRATION
Note that this “held of record” requirement does not include securities received by the stockholder pursuant to an employee compensation plan in exempt transactions under Section 5 of the Securities Act or in a crowdfunding offering.Ī company registers a class of securities pursuant to Section 12(g) by filing a registration statement on Form 10 or Form 8-A under the Securities Exchange Act. Mandatory Exchange Act Registration Pursuant to Section 12(g)Īn issuer must register a class of securities pursuant to Section 12(g) of the Exchange Act if a class of its equity securities (other than exempted securities) is held of record by either (i) 2,000 persons, or (ii) 500 persons who are not accredited investors and, on the last day of the issuer’s fiscal year, its total assets exceed $10 million.The issuer’s registration statement on Form 8-A or Form 10 pursuant to Section 12(b) must be effective prior to listing its securities. NYSE or NASDAQ Listing Pursuant to Section 12(b)Īn issuer that elects to list a class of debt or equity securities on the Nasdaq Global Market (“NASDAQ”), the New York Stock Exchange (“NYSE”) or another national securities exchange must register a class of securities pursuant to Section 12(b).After effectiveness of a Securities Act registration statement, the issuer may be obligated to file or can elect to file an Exchange Act registration statement under the Exchange Act. Unlike registration under the Exchange Act on Form 10 or Form 8-A, registration statements under the Securities Act are not automatically effective. SEC Registration under the Securities Act – Form S-1 and Form F-1 – Section 15(d)Īn issuer becomes subject to SEC Public Company reporting requirements upon SEC effectiveness of a registration statement on Form S-1 or other form under the Securities Act of 1933, as amended (the “Securities Act”).Generally, this occurs one of the following ways: Becoming Subject to Public Company SEC Reporting RequirementsĬompanies become obligated to file reports with the SEC pursuant to Section 12 or Section 15(d) of the Exchange Act. As discussed below, certain issuers must file proxy statements and other reports and their officers, directors and certain large shareholders must file beneficial ownership reports with the SEC.
![securities act s-1 securities act s-1](https://data.templateroller.com/pdf_docs_html/2019/20190/2019065/page_5_thumb.png)
![securities act s-1 securities act s-1](https://slidetodoc.com/presentation_image_h/13e84cc11b8da186ab0a4480dfe7b5be/image-15.jpg)
Reports and filings made with the SEC can be viewed by the general public without charge on the SEC’s website.Ĭompanies subject to Public Company SEC Reporting Requirements must file Annual Reports on Form 10-K, Quarterly Reports on Form 10Q’s and Current Reports on Form 8-K. These Public Company SEC Reporting Requirements keep investors and market participants informed about important information about the issuer. A public company with a class of securities registered under either Section 12 or which is subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) must file reports (“Public Company SEC Reporting Requirements”) with the Securities and Exchange Commission (the “SEC”).