How to File Shelf Registration Statements

When your corporation is ready to offer its stock to the public, the Securities Exchange Commission (SEC) requires you to file shelf registration statements. Shelf registration statements are basically forms you file to tell the SEC and the public that your company plans to sell stock. This allows the SEC and potential stock buyers to review the strength of your company and the details of your stock offering.

Instructions

Difficulty: Challenging

Things You’ll Need:

• Corporate financial statements
• SEC forms

1. Review your corporation's SEC report-filing status for the past 12 months. Determining whether or not your company is in compliance with other SEC filings will help you decide which shelf registration statement forms you will need to complete. Companies in full compliance can use form S-3 or F-3 while corporations not in compliance may use form F-1 or SB-2.
2. Gather your corporation's financial statements. The SEC will require that you file these along with your shelf registration statements.
3. Complete the forms in English. If any required corporate information is in another language, have an English translation made. You will need to file both documents with your application.
4. Gather information about your proposed stock offering. You will need to determine the number and type of shares to be offered, create a summary of your issuing corporation and detail your plan of distribution. You will also need to assemble financial information that reflects changes in your corporation since the last corporate financial statements were filed.
5. Fill out the appropriate form with the name of your company, which may be referred to as "registrant." Include the corporation's state of incorporation, IRS employer-identification number, addresses of principle offices and contact information for the corporation's agent for service. Write in the proposed date of the securities offering.
6. Instruct the corporation's principle executive officer to sign the shelf registration statement forms. Underneath the signature, type in the officer's name and exact title.
7. Submit your completed shelf registration statements, along with all financial statements, to the SEC to file. You can file using the SEC's Electronic Data Gathering and Retrieval System (see Resources below).

Tips & Warnings

• Hire a corporate lawyer to file your shelf registration statements with the SEC. Shelf registration statements are governed by numerous and complicated securities laws. Incorrect filings will not be accepted, and you will have to start over again.
• If your corporation is a limited partnership, have each partner must sign the shelf registration statements prior to filing with the SEC.