Registration Statement Filing

If your company would like to sell its securities, you must file a registration statement with the (Security Exchange Commission) SEC. This statement tells the SEC and possible investors that your company would like to sell stock. The statement grants potential investors a look at the health of your company, allowing them to make an educated decision when deciding whether or not to buy stock in your company. You can think of it as when an insurance company sends a nurse by to do a check up before approving life insurance. Your registration statement gives the public an idea of how stable your company is, as well as allows them to evaluate your key personnel (officers and directors) and your company's plan for distributing the securities.

Many companies find the complicated paperwork daunting; these companies hire an outside source to print and file the registration statement for them. If you're company would like to file the statement yourself, here is a basic guideline to follow.

The SEC provides forms for basic guidelines, though many companies like to file in a brochure format as this is more readable for potential investors. The forms explain the SEC rules - what must be disclosed and in what manner - so it is important to follow the forms, even if you decide to present the filing in a brochure format. File the actual form and the brochure together once you have completed them both.

First you must compare your company's report-filing history with the SEC's expectations to see if you have been in compliance or not.

Larger companies (with annual revenues over twenty five million dollars) who have been in complete compliance can use S-3 or F-3 forms, while noncompliant companies must use F-1 forms. Smaller businesses (with annual revenues of under twenty five million dollars) who have been in total compliance can use S-3 forms, while those who have been not been compliant can use SB-1 or SB-2 forms.

You will need to fill out the forms completely, then add your company's financial statements for the past year. You will also need to write out your company's proposal for stock offering - detailing the number and kind of stocks you will be offering and detailing your intentions for distribution. You will need the signatures of principal personnel -directors, officers before you actually file. It is recommended that a lawyer review your paperwork before you file.

You can file with the SEC online using their Electronic Data Gathering and Retrieval System.