Registration Statement Definition and Legal Meaning

On this page, you'll find the legal definition and meaning of Registration Statement, written in plain English, along with examples of how it is used.

What is Registration Statement?

(n) Registration statement is the report filed by a body corporate, containing details about its proposed issue of shares by advertising and offering them to the general public, which require approval of the securities and exchange commission.

History and Meaning of Registration Statement

A registration statement is a legal document that a company submits to the Securities and Exchange Commission (SEC) when it plans to issue stock to the public. The registration statement provides investors with an overview of the company’s business model, risk factors, financials, and other material information. The registration statement is also known as a “Prospectus” in certain cases.

The SEC requires all public companies to file a registration statement before the securities can be sold to the public. The registration statement is part of the SEC's disclosure regime, designed to ensure that investors have access to material information to make informed investment decisions. Companies that violate these requirements face significant legal and financial penalties.

Examples of Registration Statement

  1. Apple Inc filed a registration statement with the SEC in 2020, outlining its plan to issue $5 billion in debt securities.
  2. Tesla Inc filed a registration statement with the SEC ahead of its initial public offering in 2010.
  3. Airbnb Inc filed a registration statement with the SEC to go public via a direct listing.

Legal Terms Similar to Registration Statement

  1. Prospectus – A regulatory document filed by a company that contains information about its proposed public issue of securities.
  2. Offering Memorandum – A legal document prepared by an investment bank or law firm, outlining the terms and details of a securities offering.
  3. Private Placement Memorandum – A document outlining the terms of a privately offered security to a limited number of investors.