Glossary

SEC Form S-3

What is SEC Form F-3?

SEC Form F-3 is the name of the SEC securities registration form that foreign companies wishing to be listed on a U.S. Exchange must file and attest to their business history. Like a SEC Form-1, the Form F-3 filing collects and presents information that investors can use to determine if they want to invest in the company.

There are specific parameters for a foreign company to qualify to file with the SEC including they must not have had a delinquent filing and they must not have failed to pay dividends, or defaulted on a debt or lease.

An F-3 form filing provides valuable information and transparency about foreign company wishing to trade in U.S. markets. For support and additional information, explore our SEC reporting solutions.

SEC Form TA-1

What is SEC Form TA-1?

Transfer agents must file SEC Form TA-1 in compliance with Section 17A of the Securities Exchange Act of 1934 to register or amend registration with one of four regulatory agencies – Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation or the SEC.

Transfer agents, which are typically banks or trusts though can sometimes comprise companies that serve as their own agents, facilitate secondary trades.

Activities involve tracking and recording changes of ownership, maintaining the issuer’s security holder records, canceling and issuing certificates, and distributing dividends.

Form TA-1 must be filed with the SEC in XML format via the EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the SEC. Information supplied on the form will be made publicly available on sec.gov. Registration of a transfer agent becomes effective 30 days after receipt of the application, unless the filing doesn’t comply with applicable requirements or the SEC accelerates, denies or postpones registration. For support and additional information, explore our SEC reporting solutions.

SEC Form TA-2

What is SEC Form TA-2?

Transfer agents submit SEC Form TA-2 as a means of providing an annual report of transfer activities. These activities comprise transactions between issuers of securities and their holders – from recording ownership changes to distributing dividends. They submit SEC Form TA-2 to one of four regulatory agencies; Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation or the SEC.

SEC Form TA-2 is required based on the provisions set forth under Section 17A of the Securities Exchange Act of 1934. This form is used as a means of providing oversight of transfer agents by regulatory bodies. The SEC also conducts transfer agent inspections on a periodic basis.

Transfer agents must file SEC Form TA-2 with the SEC in XML format via the EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the SEC. For support and additional information, explore our SEC reporting solutions.

SEC Form TA-W

What is SEC Form TA-W?

SEC Form TA-W is a notice of withdrawal from registration that transfer agents submit in compliance with Section 17A of the Securities Exchange Act of 1934. Using this form, transfer agents must supply the reasons for terminating the performance of their functions or for otherwise requesting to withdraw registration.

Additionally, SEC Form TA-W details whether the registrant intends to perform a transfer agent function in the near future; if that agent is directly or indirectly involved in any legal actions or proceedings due to their performance of transfer agent functions for a security; and if there’s a successor transfer agent who will take on the current agent’s activities.

SEC Form TA-W must be filed in XML format with the EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the SEC. Upon signing the form, registrants consent to making all books and records available for examination by authorized representatives of the SEC. For support and additional information, explore our SEC reporting solutions.

SEC notice of effectiveness

What is a SEC notice of effectiveness?

This is referred to as the date when the SEC announces a specific registration statement to be effective. For support and additional information, explore our SEC reporting solutions.

SEC Regulation A

What is SEC Regulation A?

SEC Regulation A, also known as Reg A, allows companies to offer and sell securities to the public without having to register the securities with the SEC.

The regulation exempts small- to medium-sized companies from registration requirements in order to make it easier to raise capital under two different tiers.

These two tiers went into effect when the SEC adopted final rules in March 2015 to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act.

Reg A also allows companies to publicly promote themselves as a means of attracting investors.

Under Tier 1 of Regulation A, a company can offer up to $20 million in any 12-month period.

Requirements include filing Form 1-A, similar to a prospectus, that’s subject to review and qualification by the SEC along with the securities regulator in the states where the offering is taking place.

The offering circular is the narrative portion of SEC Form 1-A and is shared with potential investors.

Under Tier 2 of Regulation A, a company can raise up to $50 million in any 12-month period.

Issuers in this case must provide an offering statement to qualify their offerings with the SEC but do not have to register or qualify their offerings with state securities regulators.

With both Tier 1 and Tier 2, the offering circular must contain critical information such as details about the offering and the securities offered; investment risks; any selling shareholders; specifics on the company’s business, management, performance and plans; and financial statements.

With Tier 2 companies, financial statements must be audited.

Companies issuing under Tier 2 must also file regular reports with the SEC, though they are exempt from having to file quarterly reports. Semiannual (Form 1-SA) and annual reports (Form 1-K) along with interim current reports (Form 1-U) are required of these Tier 2 companies under Regulation A.

In some cases, a Tier 2 company may apply to be listed on a national exchange. If it meets the requirements for that exchange, the company will then need to file more extensively, including submitting quarterly reports on a regular basis.

For support and additional information, explore our Capital Markets solutions.

SEC Regulation C

What is SEC Regulation C?

SEC Regulation C implements the Home Mortgage Disclosure Act (HMDA) of 1975. It’s intended to provide the public with information on whether lending institutions, such as banks, savings associations, credit unions and other mortgage-lending institutions, are serving prospective buyers with the housing credit needed in the communities where the institutions are located.

HMDA and Regulation C came about in response to public concern over credit shortages in, and the subsequent decline of, certain geographic areas. The regulation is also intended to help public officials appropriately distribute public investments from the private sector to areas where funding is needed. And it’s also aimed at helping identify discriminatory lending activities.

Institutions providing mortgages that are government-backed must file disclosure reports on an annual basis that include the quantity and dollar amounts of all mortgages provided. Lending institutions with total assets that fall below $10 million are exempt from Regulation C. For support and additional information, explore our SEC reporting solutions.  

SEC Regulation CE

What is SEC Regulation CE?

SEC Regulation CE is a regulation that provides guidance on securities exempted from registration for California Corporations. The SEC requires companies that are registered with the SEC to provide investors with clear and concise financial information on their businesses. This includes annual, quarterly, and current reports to ensure that investors can access up-to-date information on the company’s financial performance. The SEC also requires companies to ensure that their financial statements are accurate and consistent with Generally Accepted Accounting Principles (GAAP) and International Financial Reporting Standards (IFRS).

SEC Regulation CE allows certain securities to be exempted from the registration requirements of the Securities Act of 1933. This exemption is granted to issuers who meet the conditions outlined in paragraph (n) of Sec. 25102 of the California Corporations Code.

Section 25102(n) exempts securities offerings to qualified purchasers. It also includes a “test the waters” provision. This provision allows issuers to publish and share a general announcement of the proposed offering in writing. The announcement can be sent to both qualified and non-qualified investors.

The SEC adopted Regulation CE in 1996. Its purpose is to reduce the regulatory difficulty that small businesses face when registering securities. This makes it easier for them to raise funds.

The federal-state exemption defers to the state of California state the scope of the securities registration exemption. 

That said, Regulation CE does impose two federal requirements, the first of which limits offerings to $5 million. The second only allows restricted securities in a Regulation CE transaction, meaning, securities can only be resold if the resale is registered with the SEC or the resale is made exempt from this requirement.

The issuer must provide a written disclosure to the purchaser at least five days before the securities offered are sold or the purchaser accepts a commitment to purchase. The disclosure statement must meet the requirements of Regulation D of the Securities Act. It must also include information as required by the California Commissioner of Corporations. For support and additional information, explore our Capital Markets solutions.  

SEC Regulation D

What is SEC Regulation D?

SEC Regulation D, commonly referred to as Reg Dex or Reg D, has three rules – Rules 504, 505 and 506. These rules provide exemptions from registering securities with the SEC for certain companies that offer and sell them.

These companies are smaller in size and often can’t bear the financial burden of a typical SEC registration. The intent is to expedite the process of raising capital for small companies.

Rule 504 of Regulation D offers exemptions for companies. These exemptions allow them to offer and sell up to $1 million of their securities within a 12-month period. Under Rule 505, qualifying companies are limited to selling up to $5 million of their securities within a 12-month period. They must provide financial statements to investors. They can sell to an unlimited number of accredited investors, as well as up to 35 other individuals. Solicitation or advertising to sell securities is not allowed. Purchasers can only receive restricted securities.

Rule 506 of Reg D is a “safe harbor” for the private offering exemption. This exemption is outlined in Section 4(a)(2) of the Securities Act.

Companies can raise unlimited capital under Rule 506, as long as they do not advertise to sell securities. They must also provide financial statements to prospective buyers and answer all their questions. Companies can sell to accredited investors without limit. They can also sell to up to 35 other purchasers. These purchasers must have the knowledge to weigh up the risks and benefits of investing.

Rule 506 of Reg D is the most common choice for filers. Companies offering under Regulation D must file a Form D in XML format via the SEC’s EDGAR system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the Commission.

For support and additional information, explore our Capital Markets solutions.  

SEC Regulation D

What is SEC Regulation D?

SEC Regulation D, also known as Reg Dex or Reg D, comprises three rules—Rules 504, 505 and 506—that provide exemptions from registration requirements with the Securities and Exchange Commission (SEC) for certain companies offering and selling securities. These companies are smaller in size and often can’t bear the financial burden of a typical SEC registration. The intent is to expedite the process of raising capital for small companies.

Rule 504 of Regulation D provides exemptions for certain companies offering and selling up to $1 million of their securities in any 12-month period. Under Rule 505, qualifying companies can only offer and sell up to $5 million of its securities in any 12-month period; they must provide financial statements and may sell to an unlimited number of accredited investors as well as up to 35 other individuals; they cannot solicit or advertise to sell their securities; and purchasers may only receive restricted securities.

Meanwhile, Rule 506 of Reg D is a “safe harbor” for the private offering exemption of Section 4(a)(2) of the Securities Act. Companies offering under Rule 506 can raise unlimited capital as long as they do not solicit or advertise to sell their securities; provide financial statements to and answer all questions from prospective buyers. These companies can sell to an unlimited number of accredited investors and up to 35 other purchasers who have the necessary sophistication to evaluate the merits and risks of the prospective investment. Rule 506 of Reg D is the most common choice for filers.

Companies offering under Regulation D must file a Form D in XML format via the SEC’s EDGAR (Electronic Data Gathering, Analysis, and Retrieval) computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the Commission. For support and additional information, explore our Regulatory Disclosure solutions.