Glossary

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 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 computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the SEC. It does not need to be delivered to shareholders. For support and additional information, explore our investment company compliance 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 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 investment company compliance solutions.

SEC Form S-1

What is SEC Form S-1?

SEC Form S-1 is the initial registration required for a U.S. company. It must be filed before an IPO. Form S-1 is a registration statement under The Securities Act of 1933. A registration is mandatory before a security can be offered on public exchanges like the NYSE, NASDAQ, or AMEX.

Companies must provide information about their business model, intended use of capital, share price, and financials on Form S-1. A filing agent must provide a prospectus. This prospectus must include the offering price methodology. It must also include information on whether any dilution to other listed securities will occur.

The company must disclose any material business conducted between it, its directors, and external counsel. This is in addition to any other requirements. The submission is entered into the SEC’s EDGAR computer system. This system is used for the receipt, acceptance, review and dissemination of documents submitted electronically to the Commission. This process is similar to other forms.

Once filed, the Form S-1 becomes public record, enabling potential investors to conduct due diligence before shares become available. The JOBS Act, since April 2012, allows emerging growth companies to keep their Form S-1 confidential. This can be done 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 their filing agent would use the SEC Form F-1 instead. For support and additional information, explore our Capital Markets Transactions solutions. 

SEC Form S-4

What is SEC Form S-4?

SEC Form S-4 is filed by a publicly traded company with the Securities and Exchange Commission (SEC). SEC Form S-4 is required to register any material information related to a merger or an acquisition. The form is also filed by companies undergoing an exchange offer, where securities are offered in place of cash. There are some key details that companies must include on the form, including their registered name and the area where they are incorporated.

SEC Form S-4 is known as the Registration Statement under the Securities Exchange Act of 1933. Public or reporting companies must submit Form S-4 to the SEC whenever they are involved in a merger, acquisition, or stock exchange offer. The SEC reviews the information to ensure that the transaction is legal and able to proceed.

When completing SEC Form S-4, a company must include its registered name, jurisdiction of incorporation, classification code number, employer identification number (EIN), address and names of the principal executive officers, and the name and details of the service agent. Other details include the proposed sale date and the company’s filer status.

For support and additional information, explore our Mergers and Acquisitions 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.