Series 79: Contents Of A Registration Statement (Section 7)

Contents of a Registration Statement (Section 7)

Section 5 mandates a registration statement, but has nothing to say about the contents of such a statement. Section 7 of the Securities Act addresses this information gap by requiring that a registration statement include the information, and be accompanied by the documents, specified in Schedule A of the Securities Act. (A different schedule applies to securities issued by foreign governments.)

Schedule A lists 32 different types of information and documents. These can be grouped into the following broad categories:

1. 1. General information about the issuer, including name, state, or other jurisdiction of incorporation or organization, and location of main office; names and addresses of directors and the company’s chief executive, financial, and accounting officers; compensation of directors and officers; and a description of the company’s business
2. 2. Information about the issuer’s stock, including names and addresses of shareholders who own more than 10% of any class of stock or of the aggregate outstanding stock; the amount of securities and nature of interest hel