Regulatory Compliance Glossary

SEC Form D

What is SEC Form D?

SEC Form D, also known as Reg Dex or Reg D, is required for companies and funds offering and selling securities without registration under the Securities Act of 1933 in reliance on an exemption provided in Regulation D or Section 4(a)(5). The form must be filed within 15 days after the first sale of securities. Form D comprises brief information about the company, its executive officers and stock promoters, the amount and value of the securities sold and the date of first sale. The form is intended to prevent fraud in the sale of the offered securities by requiring significant information on those securities be made easily accessible to investors. A number of Form D filings are made by startups raising capital through venture capital and angel investors as well as certain pooled investment funds. Form D is filed in XML format and must be filed using 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 Section 16 Filing Solutions.

SEC Form DEFM14A

What is SEC Form DEFM14A?

SEC Form DEFM14A must be filed with the Securities and Exchange Commission (SEC) prior to a merger or acquisition that will require a shareholder vote. Under The Securities Exchange Act of 1934, the form is meant to uphold shareholders' rights by providing them with enough information to enable them to vote at a security holders' meeting or via a proxy vote that they authorize. Also known as the definitive statement relating to merger or acquisition, each filed DEFM14A is displayed publicly online using 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. The filing includes: date, time and place of the meeting of security holders; revocability of proxy; dissenter's right of appraisal; individuals making the solicitation; direct or indirect interest of certain persons; modification or exchange of securities; financing information and financial statements; risk factors; voting procedures; acquisition or disposition of property; amendment of charter, bylaws, or other documents; and other key details. For support and additional information, explore our Regulatory Disclosure Solutions.

SEC Form 40-F

What is SEC Form 40-F?

SEC Form 40-F, also known as the Registration and Annual Report for Canadian Securities Form, is a filing with the Securities and Exchange Commission (SEC) used by Canadian companies that want to offer their securities to United States investors.

In addition to being used to register Canadian securities in the United States, Form 40-F provides investors with valuable insight into the Canadian companies offering them. After the first filing with the SEC, the form is thereafter used by Canadian companies to provide their annual report. The form not only supplies standard information about the security and the company, it also gives the domestic and Canadian contact information for the securities issuer. Form 40-F may be used by a company that’s incorporated or organized in Canada, is a foreign private issuer or crown corporation, has been subject to reporting to any Canadian regulatory authority for at least 12 months, and possesses outstanding equity shares valued at $75 million or more, or a Form F-9 filed with the SEC on or before Dec. 30, 2012. Once filed, Form 40-F is accessible to public scrutiny on 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 Corporate Compliance solutions.

SEC Form 425

What is SEC Form 425?

SEC Form 425 is a document prepared by companies and filed with the Securities and Exchange Commission (SEC) disclosing information related to their business combinations, whether that is through a merger or an acquisition. Public companies are required to disclose information about their business combinations or any other information that may be relevant to their shareholders. For support and additional information, explore our Capital Markets Transactions solutions.

SEC Form DEF 14A

What is SEC Form DEF 14A?

SEC Form DEF 14A, also called a definitive proxy statement, is intended to furnish security holders with adequate information to be able to vote confidently at an upcoming shareholders' meeting. Form DEF 14A is most commonly used with an annual meeting proxy and filed in advance of a company’s annual meeting. The statement must be filed with the Securities and Exchange Commission (SEC) by or on behalf of the firm soliciting shareholder votes.

Under The Securities and Exchange Act of 1934, Form DEF 14A ensures that shareholders receive crucial voting information including: When and where a shareholder meeting will be held; voting information and procedures; revocability of proxies; procedure for submitting stockholder proposals; background on the company’s nominated directors; top shareholders and holding details; potential conflicts of interest among directors; board and executive compensation, with details including perquisites; audit fees and committee and other important details. When a definitive proxy statement is distributed to shareholders, it’s also filed with the SEC. It becomes public record, available for anyone to view, on 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 solutions for Annual Meeting and Proxy Solutions.

SEC Form F-3

What is a SEC Form F-3?

SEC Form F-3 is the name of the Securities and Exchange Commission (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 Form-1, the Form F-3 Form 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 Corporate Compliance solutions.

SEC Form F-1

What is SEC Form F-1?

SEC Form F-1 must be filed with the Securities and Exchange Commission (SEC) by specific foreign private issuers before they can make an IPO, an Initial Public Offering, or other first-time security offering in the United States. The form also serves as a catchall, used to register foreign-issued securities for which no other form is already authorized or prescribed. It doesn’t need to register an entire worldwide equity or debt offering, but it must register those securities to be sold in the United States as well as any possible flow-back of securities into the U.S. Required under the Securities Exchange Act of 1933, Form F-1 is intended to protect investors by providing critical information including a prospectus overview, risk factors, planned use of proceeds, corporate structure, financial and debt data, taxation and more. The form must be submitted to 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 solutions for Health Plan Regulated Communications.

SEC Form N-MFP

What is SEC Form N-MFP?

Registered money market funds use SEC Form N-MFP to report their portfolio holdings and other information to the Securities and Exchange Commission (SEC) on a monthly basis. Under the Investment Company Act of 1940, the form discloses information such as series-level and class-level details about the fund, its schedule of portfolio securities—including net and shadow net asset values, daily and weekly liquid assets and weekly shareholder flows—and basics such as whether the fund is liquidating or merging. Each Form N-MFP covers one calendar month and must be filed by the money market fund within five days after the end of the month. After 60 days, the filing is displayed publicly on 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, to enable the SEC to better monitor the fund and inform and protect investors. For support and additional information, explore our Corporate Investment Solutions.

SEC Form N-SAR

What is SEC Form N-SAR?

Registered investment management companies use SEC Form N-SAR to disclose information about fund operations and portfolio holdings. Filed with the Securities and Exchange Commission (SEC) on a semi-annual basis, the form protects investors by providing basic information to help them choose a company to trust with their investments. In compliance with Section 30 of the Investment Company Act of 1940, Form N-SAR provides some detail on an investment management company's leadership, advisors, underwriters and affiliations. In addition, it gives financial information also included in a company’s annual or semi-annual shareholder reports, such as sales of shares, portfolio turnover rate, income and expenses and total assets and income distributions per securities type. The Act eliminated the requirement that a registered investment company’s principal executive and financial officers certify Form N-SAR. Form N-SAR is filed using 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 Corporate Investment solutions.

SEC Form S-8

What is SEC Form S-8?

SEC Form S-8 is a securities registration statement for securities that a company is issuing to employees as part of its employee incentive plans such as profit sharing, bonus awards, options, etc. The Securities and Exchange Commission (SEC) defines employees as a person serving the company in the capacity of employee, general partner, director, consultant, trustee or advisors. Form S-8 must be filed before the issuance of securities under the Securities Exchange Act of 1933. For support and additional information, explore our Corporate Investment solutions.

SEC Form S-1

What is SEC Form S-1?

Required by the Securities and Exchange Commission (SEC), an SEC Form S-1 is the initial registration that must be filed by a United States company in advance of an Initial Public Offering (IPO). Form S-1 is also known as the registration statement under The Securities Act of 1933 and a registration is required before a security can be offered on a public exchange like the NYSE, NASDAQ or AMEX exchanges. In the Form S-1, companies are required to furnish the details on their business model, planned use for capital proceeds, price per share and detailed financials. A filing company must also furnish a prospectus, offering price methodology and information on whether any dilution to other listed securities will occur. In addition, the company will need to submit a disclosure of any material business conducted between the company and its directors and external counsel. Like other forms, the submission is entered into 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. Once filed, the Form S-1 becomes public record, enabling potential investors to conduct due diligence before shares become available. However, since April 2012, the JOBS Act allows emerging growth companies to keep their Form S-1 confidential up to 21 days prior to their IPO road show. Form S-1/A is used for filing amendments to a previously filed Form S-1. Foreign companies may register with the SEC but would use the SEC Form F-1 instead. For support and additional information, explore our Capital Markets Transactions solutions.

SEC Form S-11

What is SEC Form S-11?

SEC Form S-11 is a registration statement under The Securities Exchange Act of 1933, and must be filed with the Securities and Exchange Commission (SEC) by any real estate investment trust (REIT) or other company owning real estate for investment purposes, if it intends to offer securities. A trust or company files the completed Form S-11 in 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. The purpose of Form S-11 is not only to register the securities to be issued, but also to disclose crucial information to all potential investors where it can be publicly viewed. Form S-11 is submitted with information including prospectus details, pricing, plans for use of proceeds, operating data, selected financial data, investment and other financial policies and other reporting described by SEC Regulation S-K. For support and additional information, explore our Corporate Investment solutions.

SEC Form S-3

What is SEC Form S-3?

SEC Form S-3 is a simplified form for registering securities with the Securities and Exchange Commission (SEC). The form can be used by a company to register securities under The Securities Act of 1933, instead of using Form S-1. Form S-3 is intended to disclose essential company and stock information to potential investors, commonly before the initial public offering (IPO) of common stock or preferred stock. For a company to qualify to use Form S-3, however, it must be based in the United States only and have met specified dividend and debt requirements as well as all reporting deadlines and requirements under Sections 12 or 15(d) of The Securities Exchange Act of 1934 for a minimum of 12 months, including an annual Form 10-K, quarterly Form 10-Qs and periodic Form 8-Ks. Form S-3 calls for a prospectus, which will ultimately be distributed to potential investors, and it includes undertakings, exhibits and disclosures that become publicly viewable on 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. Filing a Form S-3 offers distinct time and cost savings over filing a Form S-1. For support and additional information, explore our Regulatory Disclosure solutions.

SEC Form S-4

What is SEC Form S-4?

SEC Form S-4 must be submitted to the Securities and Exchange Commission (SEC) by a publicly traded company involved in a merger or acquisition between companies or by companies carrying out a business exchange offer. Also called a registration statement under The Securities Exchange Act of 1933, Form S-4 is intended to curtail fraud by requiring companies to furnish details related to share distribution, terms and amounts, as well as any other key merger or exchange offer information. Exchange offers occur when a company offers to exchange securities for similar securities at less demanding terms, often in an attempt to avoid bankruptcy. The completed Form S-4 information becomes publicly viewable on the SEC's EDGAR (Electronic Data Gathering, Analysis and Retrieval) online filing system. Submissions of Form S-4 are kept under close watch by investors seeking opportunities for fast gains from mergers and acquisitions (M&A) deals. For support and additional information, explore the our Regulatory Disclosure solutions.

SEC Form MA

What is SEC Form MA?

SEC Form MA, or the Municipal Advisor Form, must be filed with the Securities and Exchange Commission (SEC) by municipal advisors. A municipal advisor is a person who is not a municipal entity or an employee of a municipal entity providing advice to or on behalf of a municipal entity or obligated person, with respect to municipal financial products or the issuance of municipal securities, or that undertakes a solicitation of a municipal entity or obligated person. The requirement for filing Form MA, as mandated by Section 975 of the Dodd-Frank Act and which amended Section 15B of the Securities Exchange Act of 1934, went into effect on July 1, 2014. According to Section 15B, it’s against the law for any municipal advisor to provide counsel, and receive fees, on when to issue securities and how to invest the profits from their sales without disclosing this activity via Form MA, unless an exemption applies. Form MA must be filed with the SEC in XML (Extensible Markup Language) 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. Every municipal advisory firm must renew Form MA each year by filing an annual update within 90 days after the end of its fiscal year, and calendar year for sole proprietors. For support and additional information, explore our Corporate Compliance solutions.

SEC Form N-PX

What is SEC Form N-PX?

Securities and Exchange Commission SEC Form N-PX details the proxy voting record of mutual funds and other registered management investment companies for the most recent 12-month period ending on June 30. In accordance with Section 30 of the Investment Company Act of 1940 and Sections 13 and 15(d) of the Securities Exchange Act of 1934, Form N-PX must be filed with the Securities and Exchange Commission (SEC) no later than August 31 of each year. A number of mutual funds and registered management investment companies disclose how they vote proxies relating to the portfolio securities they hold on their websites. If they do not post this information online, then shareholders can request this information and must then receive the proxy voting record within three business days, free of charge. Mutual funds share how they will provide this information in their annual or semi-annual report to shareholders. SEC Form N-PX must contain the name of the issuer, exchange ticker symbol and Committee on Uniform Security Identification Procedures (CUSIP) number of the portfolio security; the shareholder meeting date; a short description of the matter voted on including whether it was proposed by the issuer or the security holder; whether and how the fund cast its vote on the matter as well as if it voted for or against management. Information is submitted through the 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 Corporate Investment Solutions.

SEC Form N-Q

What is SEC Form N-Q?

Mutual funds and other registered investment management companies must disclose their portfolio holdings on SEC Form N-Q under Section 30(b) of the Investment Company Act of 1940 and Sections 13(a) and 15(d) of the Securities Exchange Act of 1934. Funds must file the form with the Securities and Exchange Commission (SEC) within 60 days of the close of the first and third fiscal quarters of each year. The purpose of these filings is to provide information to potential investors around whether a given index fund includes shares of a particular company or set of companies to which they might have ethical or religious objections. The SEC may also apply the information provided on Form N-Q in its regulatory, disclosure review, inspection and policymaking roles. The fund’s principal executive and financial officers must sign and certify the information provided in the form, in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. Small business investment companies are exempt from filing SEC Form N-Q, and instead must file Form N-5. SEC Form N-Q must be filed electronically 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. It does not need to be delivered to shareholders. For support and additional information, explore our Corporate Investment Solutions.

SEC Form 1-A

What is SEC Form 1-A?

SEC Form 1-A is an offering statement required by the Securities and Exchange Commission (SEC) for the registration of certain securities that are qualified under Regulation A. This regulation was revised in 2015 to make it more useable and available for offerings up to $50 million. Also known as the Regulation A Offering Statement under the Securities Exchange Act of 1933, Form 1-A is filed to disclose key information to investors as a means of preventing fraud in the sale of the securities that are offered. Two tiers of offerings fall under Regulation A. They include Tier 1 offerings of securities up to $20 million in a 12-month period and Tier 2 offerings of securities up to $50 million in a 12-month period. Both Tier 1 and 2 issuers are required to file and qualify an offering statement on Form 1-A. Form 1-A may also be filed confidentially as Form DOS (Draft Offering Statement) similar to DRS (Draft Registration Statements). Any non-public submissions must be publicly filed, or disseminated, no later than 21 calendar days before qualification of the offering statement. The offering statement is comprised of three parts and must be prepared by all entities seeking exemption under Regulation A. Part 1 of Form 1-A must be delivered in XML (eXtensible Markup Language) format. Parts II and III must be provided in standard EDGAR (Electronic Data Gathering, Analysis and Retrieval) format (HTML or ASCII) that adheres to 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 Corporate Investment solutions.

SEC Form 144

What is SEC Form 144?

SEC Form 144 is a notice of intent to sell form that must be filed with the Securities and Exchange Commission (SEC) when a person who was granted shares plans to sell their unregistered shares. Form 144 must be filed with the SEC at the time the sell order is placed with the broker, if the seller is an affiliate and intends to sell more than 5,000 shares or securities with a value in excess of $50,000. Securities include common stock, preferred stock and debt securities, which includes asset-backed securities and nonparticipating preferred stock. The form, pursuant to Rule 144 in The Securities Act of 1933, is a required filing and the sale must occur within 90 days after the filing. For support and additional information, explore our Corporate Investment solutions.

SEC Form 1-K

What is SEC Form 1-K?

SEC Form 1-K must be filed on an annual basis with the Securities and Exchange Commission (SEC) by issuers that have completed a Tier 2 offering under Regulation A. Tier 2 comprises offerings of securities up to $50 million in a 12-month period. This annual report, which must be filed within 120 calendar days after the end of the fiscal year covered by the report, includes two parts. Part I of Form 1-K is delivered in XML (eXtensible Markup Language) format and contains basic information on the issuer along with its Regulation A offerings. In Part II of Form 1-K is where the issuer must disclose information on its business, directors, officers and security-holders. Disclosures must also include information on related party transactions and interest of management and others in certain transactions. The issuer must also share audited financial statements for the two most recently completed fiscal years as well as analysis of financial condition and results of operations. Form 1-K must be filed with 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 Corporate Investment solutions.

SEC Form 1-Z

What is SEC Form 1-Z?

SEC Form 1-Z must be filed with the Securities and Exchange Commission (SEC) by issuers that have qualified an offering under Regulation A. This exit report must include certain types of information based on the tier of offerings. Tier 1 issuers, comprising offerings of securities up to $20 million in a 12-month period, need to file an exit report on SEC Form 1-Z within 30 calendar days after the termination or completion of its Regulation A offering. The number of securities sold; the names of underwriters and other service providers involved as well as the fees they received; and net proceeds to the issuer must all be included in the exit report. Certain Tier 2 issuers, comprising offerings of securities up to $50 million in a 12-month period, can file SEC Form 1-Z to discontinue the filing of ongoing reports under Regulation A. The exit report must certify that the issuer has met the requirements for terminating its ongoing reporting obligations under Regulation A. Most importantly, the issuer must disclose the approximate number of holders of record of each class of securities the issuer has offered in Tier 2 offerings. SEC Form 1-Z, which is XML-based, is filed through 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 Corporate Investment 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 Securities and Exchange Commission (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 Regulatory Disclosure 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 Regulatory Disclosure solutions.

SEC Regulation CE

What is SEC Regulation CE?

SEC Regulation CE makes certain issues of securities exempt from registration requirements mandated by the Securities Act of 1933, as long as the issuers satisfy the conditions of paragraph (n) of Sec. 25102 of the California Corporations Code. Section 25102(n) exempts offerings to qualified purchasers and includes a “test the waters” provision that allows issuers to publish and share a general announcement of the proposed offering in writing both to qualified and non-qualified investors. Adopted by the Securities and Exchange Commission (SEC) in 1996, Regulation CE, which provides a coordinated federal-state exemption, is intended to ease the regulatory hardships experienced by small businesses issuing securities, thereby making it easier for them to raise funds. These small businesses comprise California corporations, other business entities organized under California law and other corporations with substantial California ties. The federal-state exemption defers to the California state exemption, which allows California authorities to determine the scope of the 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 are sold or a commitment to purchase is accepted from the purchaser. 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 Regulatory Disclosure 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.

SEC Regulation E

What is SEC Regulation E?

SEC Regulation E exempts the securities issued by small business investment companies (SBICs) and investment companies acting as business development companies (BDCs) from having to be registered under the Securities Act of 1933. The exemption stands as long as certain conditions are met including keeping the aggregate offering price of all securities that might be sold by an issuer within a 12-month period below $5 million. Originally adopted in 1958, Regulation E was made available to SBICs, registered under the Investment Company Act of 1940, in accordance with Section 3(c) of the Securities Act. In 1984, Section 3(b) allowed for the eligibility of BDCs for this exemption by permitting the Securities and Exchange Commission (SEC) to include any class of securities to the securities exempted from the Securities Act by Section 3. Rule 604 of Regulation E states that companies who want to gain this particular exemption have to declare their interest to the SEC by filing Form 1-E. Meanwhile, Rule 605 calls for these companies to furnish an offering circular to entities solicited by the issuer as well as file the offering circular with the SEC if the offering exceeds $100,000. Regulation E was intended to ease the reporting burden on small business entities. As such, filing Form 1-E on a limited offering with the SEC is less costly and time-consuming than filing a registration statement under the Securities Act. The form includes a range of information, from names and addresses of the issuer, its affiliates, directors, officers and counsel to information on whether the issuer is offering or thinking about offering any other securities. Form 1-E, which must also include the offering circular, must be filed electronically 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 Corporate Compliance solutions.

SEC Regulation Fair Disclosure

What is SEC Regulation Fair Disclosure (FD)?

SEC Regulation Fair Disclosure, also known as Regulation FD or Reg FD, requires that all publicly traded companies disclose material information to all investors simultaneously. Intended to quash selective disclosure where typically large institutional investors would receive key market information before other smaller, individual investors, Regulation FD makes communication between companies and investors more transparent, frequent and timely. The Securities and Exchange Commission (SEC) proposed Reg FD in December 1999 due to individual investor demand for even more access to material information. This demand was a result of increasing access and usage of the Internet and the rise of online discount brokers, both of which enabled individual investors to research and trade stocks on their own. Despite protests from large institutional investors, the SEC enacted Regulation FD in October 2000. The majority of financial information is disclosed in press releases, conference calls, webcasts and via company websites. In April 2013, the SEC announced that companies could also employ social media to share information as long as certain requirements around notifying investors and ensuring unrestricted access were met. For support and additional information, explore our Regulatory Disclosure solutions.

SEC Regulation S-K

What is SEC Regulation S-K?

Mandated by the Securities Act of 1933, SEC Regulation S-K dictates the reporting requirements for various Securities and Exchange Commission (SEC) filings used by public companies. Regulation S-K applies to SEC Form S-1, which is the registration statement companies file with the SEC during their IPO, or initial public offering. It also applies to the ongoing reporting requirements in documents such as Forms 10-K and 8-K. Regulation S-K also applies to annual or other reports, going-private transaction statements, tender offers, proxy statements, and any other required filings under the Securities Exchange Act of 1934. Regulation S-K works in concert with other rules and regulations that companies must comply with when filing with the SEC. For support and additional information, explore our Regulatory Disclosure solutions.

SEC Regulation S-X

What is SEC Regulation S-X?

SEC Regulation S-X governs the format and content of financial statements filed with the Securities and Exchange Commission (SEC) by publicly traded securities. These financial statements are prepared according to GAAP and filed as part of registration statements mandated by the Securities Act of 1933; registration statements under Section 12; annual or other reports; under Section 13 and 15(d), and proxy and information statements outlined in Section 14 of the Securities Exchange Act of 1934. Closely related to Regulation S-K, Regulation S-X is broad-reaching in that it also encompasses all notes to financial statements and all related schedules. Publicly reporting companies must accurately disclose monies and other financial data, employing consistent terminology, in order to be compliant with Regulation S-X and the Sarbanes-Oxley Act. Rule 1-02 of Regulation S-X also addresses accountants and auditors, requiring that they be registered and in good standing under the laws of the place of his residence of principal office. It further mandates that an accountant retain all records of an audit or review, including correspondence and ancillary documents, of an issuer’s financial statements for a period of seven years. Regulation S-X was developed with input from the House Committee on Financial Services, Financial Accounting Standards with FASB Accounting Pronouncements, Federal Accounting Standards Advisory Board, Public Company Accounting Oversight Board, American Institute of Certified Public Accountants and International Accounting Standards Board. Financial statements are often included in annual reports to company shareholders. The SEC also requires financial statements be created and submitted in XBRL (Extensible Business Reporting Language). For support and additional information, explore our Regulatory Disclosure solutions.

SEC Regulation S-T

What is SEC Regulation S-T?

SEC Regulation S-T outlines rules and procedures pertaining to 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. This includes registration statements under the Securities Act of 1933 as well as registration statements, reports and other disclosures under the Securities Exchange Act of 1934. The intent of Regulation S-T is to drive the use of the SEC’s EDGAR system as a means of receiving, storing, processing and sharing information more effectively and efficiently. Regulation S-T isn’t intended to replace current paper rules, but acts as a supplement. Small entities may be exempt from filing electronically if they can prove it is a temporary or continuing hardship. Filers that gain an exemption from submitting key information electronically, under Rule 202 of Regulation S-T, must file on paper based on the existing provisions laid out by the SEC. For support and additional information, explore our Regulatory Disclosure solutions.

SEC Rule 144

What is SEC Rule 144?

SEC Rule 144 regulates the resale of restricted securities. The Securities and Exchange Commission (SEC) outlines five conditions that need to be met in order for restricted securities to be resold. Another aspect of Rule 144 requirement by the SEC is that it regulates majority shareholders and their transactions of securities. The SEC does not allow any resales of restricted securities unless they are first notified of the sale and the holder is exempt from the registration process. For support and additional information, explore our Regulatory Disclosure solutions.

SEC Rule 144A

What is SEC Rule 144A?

SEC Rule 144A of the Securities Act of 1933 provides a safe harbor from certain restrictions normally imposed to protect public investors. It can be applied when reselling private securities to qualified institutional buyers (QIBs), QIBs are buyers that are considered financially sophisticated and are legally recognized by securities market regulators as needing less protection. Rule 144A enables QIBs to more readily trade securities among themselves. It allows them to sidestep the two-year holding period requirement for privately placed securities and allows firms registered with the Securities and Exchange Commission (SEC), as well as foreign companies providing information to the SEC, to avoid providing financial statements to buyers. However, purchasers are entitled to receive reasonably current information about the issuer upon request. Rule 144A is a safe harbor widely invoked by non-U.S. companies seeking access to capital markets, though the securities sold by a foreign private issuer must not be of the same class as a class listed in the U.S. For support and additional information, explore our Regulatory Disclosure solutions.

SEC Rule 30-e3

What is SEC Rule 30e-3?

Rule 30e-3 was adopted by the SEC to allow certain funds the option of making their reports and materials to shareholders available online instead of delivering the full report. SEC Rule 30e-3 also considers the preferences of investors and their preferred method of receiving communications, whether that be continuing to get paper reports or be notified when the reports are available online. Rule 30e-3 outlines that if certain standards are met, it is considered that the fund company has fulfilled their delivery of the shareholder report to investors. For support and additional information, explore our solutions here.

SEC Rule 498A

What is SEC Rule 498A?

The Securities and Exchange Commission (SEC) adopted Rule 498A with the intention to modernize disclosure requirements and allow investors to make informed decisions about variable annuity and variable life insurance contracts. Rule 498A provides regulations related to the access to more detailed information available online, with the ability to request additional materials either electronically or in paper format. For support and additional information, explore our solutions here.

SOX, the Sarbanes-Oxley Act

What is SOX, the Sarbanes-Oxley Act?

The Sarbanes-Oxley Act of 2002, also known as Sarbanes-Oxley, Sarbox or SOX, was passed by Congress to require public companies and their top management to fully disclose their financial and accounting practices and activities. Sarbanes-Oxley, which comprises 11 sections, also contains provisions that address privately held companies. Major corporate and accounting scandals that shook investor confidence, such as those surrounding Enron and Worldcom, were the impetus for Sarbanes-Oxley. Sponsored by Senator Paul Sarbanes and Representative Michael G. Oxley, SOX requires that senior management certify the accuracy of their company’s financial statement. It also exacts harsh penalties for fraudulent financial activity and increases oversight by the company board of directors. And it ensures the independence of outside auditors reviewing corporate financial statements. In addition, the Sarbanes-Oxley Act requires the Securities and Exchange Commission (SEC) to publish rules and regulations as well as deadlines for compliance by public corporations. Since SOX’s passing, the SEC has set up numerous rules to administer Sarbanes-Oxley. It also created the Public Company Accounting Oversight Board to oversee, inspect and govern accounting firms acting as auditors of the internal control practices of public companies. Smaller companies with a market cap of less than $75 million are exempt from SOX requirements, according to the Dodd-Frank Act. For support and additional information, explore our Automated SOX Compliance solution.

SASB (Sustainability Accounting Standards Board)

What is SASB, the Sustainability Accounting Standards Board?

Founded in 2011, the SASB (Sustainability Accounting Standards Board) is a non-profit organization located in California. SASB was established with a goal to create standards for companies to disclose and report financial sustainability information. For support and additional information, explore our Corporate Compliance solutions.

Say-on-Pay

What is Say-on-Pay vote?

Say-on-Pay is the term used for the shareholders' vote on approving top executives' compensation packages. The votes are only required to be advisory, but each company must disclose in the Compensation Discussion and Analysis (CD&A) how its compensation policies have taken into account the results of the most recent Say-on-Pay vote. The Securities and Exchange Commission (SEC) also requires the formation of Compensation Committees to monitor and report on compensation issues. For support and additional information, explore our Annual Meeting and Proxy Solutions.

SEC Schedule 13D

What is SEC Schedule 13D?

SEC Schedule 13D must be filed with the Securities and Exchange Commission (SEC) when an entity acquires more than 5% of any class of publicly traded securities in a public company. In accordance to Rule 13D, this particular SEC filing of an initial beneficial ownership must be submitted within 10 days of the transaction. Schedule 13D is intended to increase transparency around who the large shareholders are in a public company and why they have a stake in it. When a Schedule 13D is filed, it may disclose to the public that a hostile takeover, proxy battle or other “change of control” may soon take place. Schedule 13D is made up of seven sections ranging from basic information on the security type and class, as well as the contact information for the owner, to exhibits such as letters to management signaling a hostile takeover. Schedule 13D, which is often submitted with a tender offer, must be filed electronically 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 the our solutions here.

SEC Schedule 13G

What is SEC Schedule 13G?

SEC Schedule 13G, a simpler, short-form version of Schedule 13D, can be used to disclose the beneficial ownership of a company in lieu of Schedule 13D as long as certain conditions are met by three categories of owners: a qualified institutional investor in accordance with Rule 12d-1(b), a passive investor based on Rule 13d01(c), and an exempt investor laid out in Rule 13d-1(d). Qualified institutional investors must file Schedule 13G within 45 days of the end of the calendar year in which they acquired more than 5% of a company. If they acquired more than 10%, then they must file within 10 days of the end of the calendar month in which the acquisition was made. Qualified investors are only eligible if they acquired the securities in the ordinary course of business, without changing or intending to exert control over the issuer. And they must be a regulated entity such as a registered investment adviser or company. Passive investors must file Schedule 13G within 10 days of a transaction that amounts to more than 5% but less than 20% ownership of a company. They are also only eligible if they do not change or influence control of the issuer. Meanwhile, exempt investors should file Schedule 13G within 45 days of the end of the calendar year in which they acquired more than 5% of a company. One type of exempt investor is an entity that’s acquired beneficial ownership of over 5% of a class of equity securities that weren’t registered when the acquisition took place but were registered subsequently. Schedule 13G must be filed electronically 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 Corporate Investment solutions.

SEC Effectiveness Date

What is a SEC notice of effectiveness?

This is referred to as the date when the Securities and Exchange Commission (SEC) announces a specific registration statement to be effective.

SEC Filing Agent

What is a Securities and Exchange Commission (SEC) filing agent?

A Securities and Exchange Commission (SEC) filing agent is an entity hired to prepare, file, print and distribute periodic and interim disclosure reports, including proxy statements. Public companies work with an SEC filing agent to produce the proxy statement, execute the filing to the SEC and distribute the proxy materials to shareholders. For support and additional information, explore our Annual Meeting and Proxy Solutions.

Secondary Offering

What is a secondary offering?

A secondary offering is the sale of stock from an already publicly traded company. The most common secondary offering is when stockholders sell all or a portion of their holdings. In this scenario, only the ownership of the stock changes and the proceeds of the sale go to the seller of the stock. There is little impact to other stockholders or the company whose stock has been sold. For support and additional information, explore our Capital Markets Transactions solutions.

SEC Section 16 — Forms 3, 4 and 5

What is SEC Section 16 (Forms 3, 4, 5)?

SEC Section 16 of The Securities Exchange Act of 1934 requires corporate insiders to publicly disclose their company affiliations, material changes in their holdings or unreported insider transactions through various regulatory filings with the Securities and Exchange Commission (SEC). Specifically, Section 16 mandates that Forms 3, 4 and 5 be filed by insiders—in other words, company investors who are directly or indirectly beneficial owners of more than 10% of stock in a company or directors and officers of the issuer of the securities. An insider of a first-time securities issuer or a new insider at an already-registered securities issuer must carry out the initial filing, Form 3. Form 4 is used to report material changes in insiders’ holdings. Form 5 reports any transactions that should have been included on a previous Form 4 or were eligible for deferred reporting such as gifts of shares or multiple small transactions. Section 16 reporting must be submitted electronically through the 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. The SEC also requires companies to post the forms on their websites by the end of the next business day after filing them. Section 16 reporting deadlines were accelerated due to provisions of the SOX, the Sarbanes-Oxley Act of 2002. For support and additional information, explore our solutions here.

Section 508 Compliance

What is Section 508 Compliance?

As part of the U.S. Rehabilitation Act, Section 508 outlines responsibilities for access to people with disabilities. According to Section 508 guidelines, federal agencies and their contractors are required to make public documents accessible to people with physical, sensory or cognitive disabilities. This includes companies that provide goods and services to federal agencies and contractors, including healthcare providers and software companies. Overlooking this requirement has serious consequences for companies that work with federal agencies or contractors. Health plans that fail to include accessible documentation may be found non-compliant under U.S. law, incurring penalties for the responsible companies. As a result, Section 508 compliance has emerged as a primary concern in preparation of PDF documentation intended for public release. For support, explore our ADA solutions.

Securities Act of 1933

What is the Securities Act of 1933?

The Securities Act of 1933, also known as the ‘33 Act or the Truth in Securities law, was the first major federal legislation passed to regulate the securities markets. It was put into place in response to the Wall Street Crash of 1929 as a means of ensuring better transparency in financial statements to protect investors in their investment decisions as well as protect investors from fraudulent activity and deceit in the securities market. Prior to the ‘33 Act, it was left to the states to regulate securities which lead to an inconsistent representation of securities issued and inconsistent disclosure requirements and enforcement. The ’33 Act required companies to register with the Securities and Exchange Commission (SEC) and provide all potential investors with standard documentation including prospectus including detailed and certified financial statements, information about management and business plans, and a description of the securities being offered. In order for a company to go public and have its shares traded on an exchange, SEC must declare the company submission “effective”. In addition to setting oversight at the federal versus state level, the ’33 Act set out uniform rules and disclosure requirements for public company reporting to help protect investors from fraudulent activities or misrepresentation. The Securities Act of 1933 was signed into law by President Franklin D. Roosevelt as part of the New Deal during the Great Depression. Its genesis was the meteoric stock market rise in the 1920s and then the cataclysmic stock market crash which began on Black Thursday, Oct. 24, 1929, when the stock market lost 11% of its value. Then came Black Monday, October 28, 1929, when the stock market fell 13% in a single day. The next day saw more hemorrhaging when the market fell another 12% and continued to fall until it lost nearly half of its value in mid-November and would take 15 years to raise to the pre-stock market crash level. The fall scared potential investors and consumers who feared for their future financial outlook and refrained from spending which further exacerbated the problem leading to further economic contractions. The United States didn’t fully emerge from the Stock Market Crash of 1929 and the ensuing Great Depression until World War II which required men and machinery to fuel the effort. The Stock Market Crash that permeated America for more than a decade was attributed to a speculative boom that went uncontested. With the ’33 Act, capital markets regulation was in the hands of the United States Federal Government. Standards including the creation and submission of registration statements that include a prospectus containing detailed financial information on the securities offered, company and business. All those signing the registration statement, including the company’s senior management and underwriter, must conduct thorough due diligence to verify that the document is complete and accurate. Registration statements and their accompanying prospectuses must be filed 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. These registration statements are examined by the SEC to ensure that they are compliant with disclosure requirements and that the American public and investors can make informed decisions about their investment decisions. For support and additional information, explore our Capital Markets Transactions solutions.

Securities Act of 1940

What is The Securities Act of 1940?

The Securities Act of 1940 is a law passed by Congress and administered by the Securities and Exchange Commission (SEC) to regulate and prevent fraudulent conduct by money managers, investment consultants and financial planners. These various investment advisers are required to operate against a code of conduct set forth under the Act to ensure that all conflicts of interest between them and their clients are eliminated. The Act subjects advisers to five kinds of requirements: fiduciary duties to clients; substantive prohibitions and requirements; contractual requirements; record-keeping requirements; and oversight and inspection by the SEC. Amendments to the Act require investment advisers with more than $25 million under management to register with the SEC. The Act also delineates investment advisers’ liability while giving structure around what fees and commissions advisers can collect from their clients. The Stock Market Crash of 1929, which precipitated the Great Depression, was the impetus for the creation of the Securities Act of 1940. More specifically, the SEC published a report on investment trusts and investment companies in 1935 that warned against giving certain investment advisers free reign. The report recommended they be monitored and regulated to guard against the dispensing of advice that favors, whether consciously or not, the advisers’ own financial interests. Investment advisers must file Form ADV electronically with the SEC via IARD (the Investment Adviser Registration Depository) and state securities authorities on an annual basis. On Part 1 of this form, investments advisers are required to include their educational background, experience, exact type of business they’re engaged in, assets, information on clients, history of a legal and/or criminal nature, and type of investment advice they offer. Part 2 of Form ADV comprises the narrative brochure that advisers must share with their clients. When filed, Form ADV is made available to the public on the SEC’s Investment Adviser Public Disclosure website. For support and additional information, explore our Corporate Investment Solutions.

Securities Exchange Act of 1934

What is the Securities Exchange Act of 1934?

The Securities Exchange Act of 1934 created the U.S. Securities and Exchange Commission (SEC) and authorized it to govern the secondary market trading of company securities in the U.S. Secondary trading is the buying or selling of company securities (stock) typically through brokers or dealers. Often shortened to the Exchange Act of 1934 or the ‘34 Act, this landmark legislation laid the foundation for the financial regulation of public companies listed on stock markets including the New York Stock Exchange, American Stock Exchange and Pacific Stock Exchange. President Franklin D. Roosevelt first signed the Securities Act of 1933 and the subsequent Securities Exchange Act of 1934 into law in the aftermath of the Stock Market Crash of 1929. The Exchange Act of 1934 gives the SEC broad powers to enforce U.S. federal securities law, but also investigate potential violations such as insider trading, the sale of unregistered stocks, manipulation of market prices and disclosure of fraudulent financial information. The SEC’s consumer protection powers extend to the organizations and individuals participating in the securities markets which would include securities exchanges, brokers and dealers, investment advisors and investment funds. By law, and with SEC oversight, consumers and investors have access to public company registration statements, periodic reports among other securities forms through 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. If a company has more than 500 shareholders and more than $10 million in assets, The Exchange Act of 1934 Act requires that it file annual company information with the SEC using SEC Form 10-K as well as quarterly with SEC Form 10-Q. If a company experiences a material event such as a change in leadership or structure, the SEC mandates the filing of SEC Form 8-K to disclose these changes. Forms 10-K, 10-Q, and 8-K must be filed via the SEC's EDGAR online system. These periodic reports and annual statements are examined by the SEC to ensure that they are compliant with disclosure requirements and that the American public and investors can make informed decisions about their investment decisions. The Exchange Act of 1934 also sets forth disclosure requirements in materials used to solicit shareholder votes in annual meetings held for approval of corporate action. The information is captured in proxy materials that must be filed with the SEC in advance of any solicitation. The SEC is charged with ensuring the company has provided all proper and accurate disclosures. The Exchange Act of 1934 requires disclosure of important information by anyone seeking to acquire more than 5 percent of a company’s securities by direct purchase or tender offer as such an offer could impact control of the public company. The SEC is limited to seeking civil penalties such as fines and injunctions, barring a person from future roles such as a corporate officer. Depending on the severity or significance of the offense, the Department of Justice can file criminal charges for alleged violations of The Exchange Act of 1934. The largest SEC fine to date was levied on JP Morgan Chase for the selling of mortgage securities by illegal means, leading to the 2012 financial crisis. For support and additional information, explore our Corporate Compliance solutions.

Securities Investor Protection Act of 1970

What is the Securities Investor Protection Act of 1970?

The Securities Investors Protection Act of 1970 amended the Securities Exchange Act of 1934 and authorized the creation of the Securities Investor Protection Corporation (SIPC). Sponsored by the U.S. government, the SIPC is a non-profit, independent corporation that requires the membership of most registered brokers and dealers under the 1934 Act. Enacted in 1970, the Securities Investors Protection Act, or SIPA, was intended to build public confidence in securities markets by covering customers for any broker-responsible losses or failures. The SIPC maintains funds which are intended to protect investors against brokers who misappropriate their funds, as well as pay them in the event that their broker or dealer goes bankrupt. The SIPC funds are made possible as a result of assessments paid to the SIPC by members based on the gross business they generate from the sale of securities. The SIPC insures investors for up to $500,000 with cash claims limited to $250,000. This insurance program does not protect against losses due to market conditions. However, when a brokerage firm fails, the SIPC facilitates the transfer of accounts from the failed brokerage to a different member brokerage firm. If the transfer doesn’t go through, then the SIPC pays the investors for the market value of the lost shares or certificates for the stock, and the failed brokerage firm is liquidated. For support and additional information, explore our Corporate Compliance solutions.

Securities Offering

What is a securities offering?

To raise funds for expansion, businesses often opt to raise capital through a securities offering. Many small companies offer equity in the form of common stock, while more established companies may also offer bonds representing their debt obligations. To offer equity or debt securities in the U.S., companies must either be registered with the Securities and Exchange Commission (SEC) or exempt from registration in accordance with the federal Securities Act and state securities laws. Equity securities grant partial ownership interest to the purchaser, or stockholder. For equity offerings, a company files articles of incorporation specifying the amount and type of stock it plans to issue. To protect investors, state and federal regulations also require companies to disclose specific information to stockholders. Unless specifically exempt under the Securities Act, companies are required to file a registration statement with the SEC providing key information about the company, its securities and the offering. Once the SEC declares the registration statement effective, the company is allowed to make its IPO. When a company registers an offering with the SEC, it officially becomes a public company. Registration statements have two parts. The first is the prospectus, which is the legal offering made by a company issuing securities. The prospectus covers key facts about the issuer's business operations, risks, daily operations and management in addition to audited financial statements. The issuer must deliver a prospectus to everyone who buys or offers to buy its securities. The second part of the registration statement includes confidential company information the issuer is not obliged to provide to investors, but must file with the SEC. Companies typically use the SEC Form S-1 to prepare the registration statement for a securities offering. Rules for regulation statement disclosures are outlined in Regulation S-K, and financial statements must be prepared for registration statements in compliance with Regulation S-X. Completed registration statements are filed using 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 solutions here.

SEDAR

What is SEDAR?

The System for Electronic Document Analysis and Retrieval (SEDAR) is Canada's electronic filing system for disclosures by public companies and investment funds. This system allows regulated company and securities information to be consistently collected, shared and filed with the 13 provincial and territorial securities regulatory authorities — the Canadian Securities Administrators, or CSA — in the SEDAR filing system. Public company and investment fund profiles are available to investors and others on the SEDAR website. Online SEDAR profiles include information that most public companies, investment funds and investment fund groups are required to make public in Canada, including addresses, contact information and stock exchange listing. However, not all SEDAR filings are automatically made public. Some documents filed only with Canadian exchanges are not publicly available. When a prospectus is filed through SEDAR, it’s reviewed by securities regulatory authorities who then make the appropriate documents available via the SEDAR Data Distribution Service. Some documents don’t require review and are immediately distributed via the SEDAR Data Distribution Service, particularly continuous disclosure documents such as annual reports, financial statements and news releases. No matter whether SEDAR filings are scrutinized by investors or Canadian regulators first, they must be exact, accurate and on time. For support and additional information, explore our solutions here.

SOX Section 302

What is SOX Section 302?

SOX Section 302 of the Sarbanes-Oxley (SOX) Act is effective with the first ’34 Act (Exhibit 31 of your 10-K or 10-Q) and requires personal statements from the principal executive and financial officers of the company. These statements include information such as the financial statements have been reviewed and are correct, the signee and additional employees involved are responsible for disclosure of all information necessary, and not aware of any fraud. For support and additional information, explore our Automated SOX Compliance solution.

SOX Section 409

What is SOX Section 409?

SOX Section 409 of the Sarbanes-Oxley (SOX) Act outlines that enterprises have a responsibility to disclose to the public additional information concerning material changes in the financial condition or operations of the issue, in plain English. Real-time issue disclosures can be supported by qualitative information and graphical presentations to help the public understand the situation better. The core intent behind this Section 409 is for organizations to stay transparent for the public and investors. Information on financial conditions must be in clear terms so that it can be easily understood by the reader. For support and additional information, explore our Automated SOX Compliance solution.

SOX Section 906

What is SOX Section 906?

SOX Section 906 of the Sarbanes-Oxley (SOX) Act requires a written statement from the CEO and CFO declaring that the financial report fairly presents, in all material respects, the financial condition and results of operations of the issuer. Section 906 also outlines that there are criminal penalties for failing to produce a report that matches these requirements and potential prison time for those who deliberately attempt to obfuscate information. For support and additional information, explore our Automated SOX Compliance solution.

Spin-Off

What is a spin-off?

A corporate spin-off is when a company takes a portion or division of its business and creates an entirely new business. There are many reasons for a spin-off. Spin-offs can assist in growth trajectory through the development of a high growth division or business. Or a spin-off could be done to sell a portion of a business that wasn’t in alignment with the focus of the company. Some spin-offs occur when a company wants to sell a portion of itself and can’t find a buyer. No matter the situation, when a spin-off transpires, shareholders in the parent company are compensated through the issuance of new company stock equivalent to their equity loss from the spin-off. For support and additional information, explore our Capital Markets Transactions solutions.

Summary of Benefits and Coverage

What is the Summary of Benefits and Coverage (SBC) document?

Specific to plans offered under the Affordable Care Act (ACA), the Summary of Benefits and Coverage (SBC) is a required document based on a model template issued by Centers for Medicare & Medicaid Services (CMS) to outline in plain language information about each health plan’s benefits and coverage. This document serves as a standardized health plan comparison tool with coverage examples similar to the Nutrition Facts label required for packaged goods. These examples illustrate how the insurer would cover care for common benefits scenarios. The SBC is not to be confused with the Summary of Benefits document, which is required for Medicare Advantage and Part D plans, and other plans subject to the Medicare Communications and Marketing guidelines. For support and additional information, explore our solutions for Health Plans Regulated Communications.

Summary of Benefits (SB or SOB)

What is the Summary of Benefits (SB or SOB) document?

The Summary of Benefits Document (SOB) is a required and concise detailing of health plans that fall under the category of Medicare Advantage or Part D, prescription plan types. Limited other plan types outside of Medicare Advantage and Part D plans are also required to provide a Summary of Benefits document, such as Cost Plans. While the Summary of Benefits (SOB) document is not built from a Centers for Medicare & Medicaid (CMS)-issued template, CMS requirements include that the plan’s details must reflect Part C and Part D benefits and beneficiary cost-sharing. Insurers may add additional plan benefits beyond those required. Specific rules for the SB are provided in the Medicare Communications and Marketing Guidelines (MCMG). Note that the SB document and its rules are separate from the similarly-named Summary of Benefits and Coverage document, which applies to plans issued under the Affordable Care Act (ACA). For support and additional information, explore our solutions for Health Plan Regulated Communications.

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 Securities and Exchange Commission (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 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. 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 Corporate Compliance solutions.

SEC Form TA-2

What is SEC Form TA-2?

Transfer agents submit Securities and Exchange Commission (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 SEC's EDGAR (Electronic Data Gathering, Analysis, and Retrieval) means the 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 Corporate Compliance solutions.

SEC Form TA-W

What is SEC Form TA-W?

Securities and Exchange Commission (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 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. 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 Corporate Compliance solutions.

SEC Form 13F

What is SEC Form 13F?

Institutional investment managers having equity assets under management of $100 million or more must use SEC Form 13F, pursuant to Section 13(f) of the Securities Exchange Act of 1934, to disclose information about themselves as well as their recent investment holdings. Also known as the Information Required of Institutional Investment Managers Form, this report must be filed with the Securities and Exchange Commission (SEC) within 45 days of the end of each quarter. An entity that invests in, or buys and sells, securities for its own account as well as a natural person or an entity that exercises investment discretion over the account of any other natural person or entity constitutes an institutional investment manager. Registered Investment Advisers (RIAs), insurance companies, pension funds, hedge funds, mutual funds, banks and trust companies are all types of institutional investment managers. Form 13F must include the issuer name of all Section 13(f) securities as well as the class of security listed, number of shares owned and the fair market value of the securities listed as of the end of the calendar quarter during which the report is filed. Section 13(f) securities may include equity securities that trade on an exchange (e.g., NYSE, AMEX, NASDAQ), shares of closed-end investment companies, shares of exchange-traded funds (ETFs) and certain convertible debt securities. SEC Form 13F contains two parts, Form 13F and Information Table, that must be filed in XML. These filings provide key data points by which to gauge investment management exposures, performance attribution and associated risks. These filings are filed on 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, and subsequently made public on the SEC's website. For support and additional information, explore our Corporate Investment Solutions.

SEC Form 13H

What is SEC Form 13H?

SEC Form 13H is used by large traders to register with the Securities and Exchange Commission (SEC) in accordance with the requirements set forth in Section 13(h) of the Securities Exchange Act of 1934. This reporting form is a means by which the SEC can identify traders dealing in a sizeable amount of trading activity, collect information on as well as analyze their trading activity. The SEC Division of Trading and Markets instituted large trader reporting with the development of trading technology that allowed for the speedy execution of a high volume of trading. A large trader is defined as a person, including a firm or individual, whose transactions in National Market System (NMS) securities equal or exceed two million shares or $20 million during any calendar day, or 20 million shares or $200 million during any calendar month. An NMS security is any security or class of securities for which transaction reports are collected, processed and made available pursuant to an effective transaction reporting plan, or an effective national market system plan for reporting transactions in listed options. This typically includes any security or class of securities listed on national exchanges or traded through NASDAQ. Large traders are required to submit an initial filing on Form 13H within 10 days after the large trader effects aggregate transactions equal to or greater than the identifying activity level. They will then receive a large trader identification number that must be shared with all U.S. registered broker-dealers effecting transactions on their behalf. Following the initial filing, large traders must make an annual filing on SEC Form 13H-A within 45 days from the end of each calendar year. Filers must amend their annual filings on a quarterly basis on Form 13H-Q if there are any material changes. Large traders must file Form 13H-I to make their status as a large trader inactive, or file Form 13H-T in order to terminate their filing requirements. SEC Form 13H is filed 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. As these filings typically contain confidential information, they are not made publicly available. For support and additional information, explore our Corporate Compliance solutions.

SEC Form 12b-25

What is SEC Form 12b-25?

Also known as the Notification of Late Filing, SEC Form 12b-25 is filed with the Securities and Exchange Commission (SEC) by a company that determines it is unable to file a required periodic report when it is due without unreasonable effort or expense for SEC Form 10-K, 20-F, 11-K, N-SAR, N-CSR, 10-Q or 10-D. This filing is intended to circumvent penalties associated with the failure to file these types of required forms in a timely manner. A company filing SEC Form 12b-25 must include information on why they are submitting a late filing as well as expectations for any significant events or changes that might set it apart from the prior year’s filing. Once Form 12b-25 is filed, a company is still considered EDGAR compliant as long as the document being filed late, is filed within five calendar days for a 10-Q or 10-D and 15 calendar days for all other form types, from the original due date. EDGAR is 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. A company filing Form 12b-25 would file under the respective NT Submission Form Type (NT 10-K, NT 20-F, NT 11-K, NT NSAR, NT NCSR, NT 10-Q or NT 10-D). For support and additional information, explore our solutions here.

What is an acquisition?

What is the Americans with Disabilities Act Standards for Accessible Design?

When is the Annual Enrollment Period (AEP)?

What is the Annual General Meeting (AGM)?

What is an Annual Meeting Notice?

What is an annual report?

What is ANOC (Annual Notice of Change)?

What is a central index key?

What is a CIK confirmation code (CCC)?

What is climate disclosure?

What is Compensation Discussion and Analysis (CD&A)?

What is corporate consolidation?

What is continuous disclosure?

What is corporate governance?

What is a Corporate Sustainability Report?

What is COSO 2013 (Committee of Sponsoring Organizations of the Treadway Commission)?

What is SEC Form D?

What is a De-SPAC transaction?

What is SEC Form DEFM14A?

What is a divestiture?

What is the Dodd-Frank Act?

What is EDGAR (Electronic Data Gathering, Analysis and Retrieval)?

What is an employee plan participant?

What is environmental, social, governance (ESG)?

What is an Evidence of Coverage (EOC)?

What is an equity offering?

What is European Standards Market Authority (ESMA)?

What is an Explanation of Benefits (EOB)?

What is xHTML or eXtensible HyperText Markup Language?

What is SEC Form 40-F?

What is SEC Form 425?

What is SEC Form DEF 14A?

What is a SEC Form F-3?

What is SEC Form F-1?

What is SEC Form N-MFP?

What is SEC Form N-SAR?

What is SEC Form S-8?

What is SEC Form S-1?

What is SEC Form S-11?

What is SEC Form S-3?

What is SEC Form S-4?

What is human capital management?

What is Internal Control Over Financial Reporting (ICFR)?

What is IFRS (International Financial Reporting Standards)?

What is The Investment Company Act of 1940?

What is an IPO prospectus?

What is ISO 13485:2003?

What is ISO (International Organization for Standardization)?

What is the JOBS Act (Jumpstart Our Business Startups)?

What is a Legal Entity Identifier (LEI)?

What is SEC Form MA?

What is a management information circular (MIC)?

What is Medicare?

What is Medicare Advantage?

Medicare Communications and Marketing Guidelines (MCMG)

What is Medicare Part A?

What is Medicare Part B?

What is Medicare Part C?

What is Medicare Part D?

What is a merger?

What is SEC Form N-PX?

What is SEC Form N-Q?

What is an Officially Appointed Mechanism (OAM)?

What is SEC Form 1-A?

What is SEC Form 144?

What is SEC Form 1-K?

What is SEC Form 1-Z?

What is Original Medicare?

What is Pay Ratio Disclosure?

What is Pay Versus Performance?

What is the PCAOB (Public Company Accounting Oversight Board)?

What is periodic and interim reporting?

What is a preliminary proxy statement (PRE 14A)?

What is a proxy agreement?

What is proxy season?

What is a proxy solicitor?

What is a proxy statement?

What is a proxy summary?

What is a proxy voting card?

What is a registered shareholder​?

What is a registered shareholder?