S-1 Registration Statements

At V Financial Group our skilled staff can help you register your shares of restricted stock! Please read below for more information on S-1 Registration Statements.

The S-1 Registration Statement: What is it? What is it for?

An S-1 Registration Statement is a lengthy form used by companies to register their individual securities for sale or to register restricted securities held by others for resale. Unfortunately, for most companies this is a lot more complicated than it may seem. An S-1 is usually composed of a very detailed description of the business that is filing the S-1, as well as the company's future operations, intentions, and their plan of action. It also contains several provisions that may highlight any difficulties, foreseen or unforeseen circumstances, which may affect the company in the future.

An S-1 contains an in-depth prospectus for possible investors to consider prior to investing. This form registers individual securities and subjects the company filing the S-1 to be an SEC (Securities and Exchange Commission) reporting company that is expected to have ongoing filings, audits, and other information updated on a regular basis.

When filing an S-1 registration statement a company must, in most cases, have an existing shareholder base of roughly 35 individuals who are unaffiliated with the business. If a company does not have 35 shareholders at the time of filing an S-1 there are several paths that can be taken. The most common route is through a Regulation D (506) offering. Known as a 506 offering, or "Reg. D offering", this allows a company to sell restricted securities to individuals after filing a form D with the SEC. At the point when the company acquires around 35 or so shareholders they can then file the S-1, which in turn converts these previously sold restricted shares of stock to free trading shares that can be sold to whomever. This process offers liquidity and a clear and concise exit strategy to investors.

Usually this process takes between Four to Six months, but can be either higher or lower depending on the size of the company. However, a company need not wait for this process to be fully complete in order to take additional action. So long as the S-1 has been filed then the filing company can take the next steps to obtain a CUSIP number and ultimately land on the Over the Counter Market Place, (Pink Sheets), OTCBB or even NASDAQ if the company so qualifies. Audited financial statements would be required to be filed with the S-1 registration for the last two or three years by a PCAOB accountant.

There are also many provisions that follow successful filing of an S-1 such as Blue Sky Laws and the qualifications that investors must meet to be able to buy any outstanding securities. Additionally, one cannot freely advertise these free trading securities to the general public. The filing of an S-1 Registration Statement is a costly endeavor, but more than anything else it is an investment. It may be slow to fruition, considering the full process can take up to a full year, but it provides companies the ability to gain all important free trading stock and it also allows said companies to come one step closer to being able to trade on the Over the Counter Market Place, OTCBB or any other market.


If you are interested in having us write a registration statement for your company please refer to our contact information and send us an email inquiry for all associated information and prices.

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