A document required by the Securities Act of 1934 that must be submitted to and approved by the Securities and Exchange Commission [SEC] prior to a public offering of new securities by a company through the mails or in interstate commerce. The registration statement must describe the securities offered and must disclose, in detail, information on the nature of the business including accounting statements, the identity of the management and key stockholders, and the purpose of the offering, including the use to be made of the proceeds.
The SEC does not pass on the merits of the offering as an investment, but it does require adequate and accurate disclosure so that potential investors can be adequately informed on the offering. Less detail is required for offerings of $500,000 or less. No statement is required for intrastate offerings when the mails are not used or for offerings made by exempt entities, such as federal, state, and local governmental bodies, or companies supervised by another federal agency, such as railroads under Interstate Commerce Commission jurisdiction.
When a company applies for listing on anexchange, a registration statement must be submitted to both the SEC and the listing exchange. Information on company operations, outstanding securities, and management must be included.
