The Securities Act of 1933 has two basic objectives:
- require that investors receive financial and other significant information concerning securities being offered for public sale; and
- prohibit deceit, misrepresentations, and other fraud in the sale of securities.
A primary means of accomplishing these goals is the disclosure of important financial information through the registration of securities. This information enables investors to make informed judgments about whether to purchase a company's securities.
In general, securities sold in the U.S. must be registered. The registration forms companies file provide essential facts about the securities and the company issuing them. In general, registration forms call for:
Not all offerings of securities must be registered with the Securities and Exchange Commission (the "SEC"). Some exemptions from the registration requirement include:
Purpose of Registration
The Registration Process
All companies, both domestic and foreign, must file their registration statements electronically. These statements and the accompanying prospectuses become public shortly after filing, and investors can access them using EDGAR. Registration statements are subject to examination for compliance with disclosure requirements.
