Registration statement

Primary tabs

A registration statement is a document providing qualitative and quantitative information to investors that issuers must file with the Securities and Exchange Commission (SEC) in order to publicly offer securities

Overview

Section 5(a) of the Securities Act makes it unlawful for any person to sell a security without a registration statement. The rationale is that if companies want to sell securities to public investors, then they must provide public investors with thorough information about their company in a registration statement. Specifically, the prospectus is the document in the registration statement which discloses the securities being offered and detailed information on the company’s financials and operations to potential investors. Companies that mislead investors in relation to their offering, either through omitting or misrepresenting material facts, can be liable for securities fraud. Section 11 of the Securities Act imposes strict liability on issuers to disclose all material information when issuing securities. 

Types of Registration Statements

The most common registration statement is the Form S-1, most often filed as part of an initial public offering (IPO). Other registration statements are the Form S-3, which is filed for shelf registrations; the Form S-4, which is filed in connection with business combinations; and the Form S-8, which is filed in relation to employee stock compensation. 

[Last updated in January of 2022 by the Wex Definitions Team]