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Registration statements have two principal parts.

  • Part I is the prospectus, that is, the legal offering or “selling” document that must be delivered to everyone who is offered or buys the securities. In the prospectus, your company must clearly describe important information about its business operations, financial condition, results of operations, risk factors, and management. The prospectus must also include audited financial statements.
  • Part II contains additional information and exhibits that the company does not have to deliver to investors but must file with the SEC.

The basic form for registration statements—Form S-1

Any company may use Form S-1 to prepare a registration statement. Information about how to prepare the non-financial disclosures in the registration statement is set out in Regulation S-K. Information about the form and content of required financial statements is set out in Regulation S-X. In addition to the information expressly required by Form S-1, your company also must provide any other information that is necessary to make your disclosures not misleading.

Securities laws and SEC rules allow certain smaller companies and newly public companies to prepare their disclosures using streamlined rules designed to make compliance easier.

The SEC staff has issued guidance to aid small businesses in preparing these disclosures for initial public offerings of securities.