S-1 Registration Statement Filed With and Made Effective by the Securities & Exchange Commission

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An S-1 registration statement is considered a full registration of a company’s securities. Once the shares that are filed under a registration statement are considered registered there is no further restriction on the shares and they may be freely traded in the public market (but the corporation is not required to publicly trade.)

There are two types of registrations. A corporation may submit shares for registration that have already been issued under Rule 144 from a private placement. For a registration of this type, all shareholders who are submitting shares for registration should be individually listed within the document. A shelf registration seeks to register shares that have not yet been issued but are being readied for sale, usually through a type of underwriting.

A Form S-1 Registration is a glorified business plan written within the format required by regulation. It must state, among other issues, the company’s business description and profile, its operations, risks, competition, type of market, an identification of all officers and directors, their remuneration and all pertinent material transactions that have occurred between the corporation and its officers and directors, any pending legal proceedings, how the shares will be distributed and the intended use of the proceeds. Every S-1 registration statement must also provide audited financial statements from an independent certified public accountant. Before submission into EDGAR (the electronic data gathering, analysis and retrieval system used by the SEC), each S-1 Registration must be signed by the registrant and be attested and signed by the principal officer of the corporation.