What Is SEC Form F-1?
SEC Form F-1 is a filing with the Securities and Industry Rate (SEC) required for the registration of certain securities thru in a foreign country issuers. SEC Form F-1 is wanted to enroll securities issued thru in a foreign country issuers for which no other specialized form exists or is allowed.
Key Takeaways
- SEC Form F-1 is the registration required for in a foreign country firms that wish to be listed on a U.S. stock industry.
- Any amendments or changes that wish to be made throughout the issuer are filed beneath SEC Form F-1/A.
- After the in a foreign country issuer’s securities are issued, the company is had to document Form 20-F once a year.
- The issuer is in command of any topic subject material misrepresentations or omissions.
Understanding SEC Form F-1
Form F-1, which is continuously known as a Registration Commentary, is a requirement beneath the Securities Industry Act of 1933. This act—often referred to as the “truth in securities” law— requires that the ones paperwork, providing an important main points, are filed to show essential information upon registration of a company’s securities. Form F-1 helps the SEC be successful within the targets of this act. In a foreign country issuers, with which house patrons may be a lot much less familiar, are required to show necessary information regarding securities offered to cut back or prevent fraud.
The instructions for Form F-1 are intensive, on the other hand the majority of the filing amenities spherical summary information about the industry, likelihood elements, keep watch over and compensation, financial statements and notes to the statements, topic subject material changes with recognize to accounting throughout the financial statements, and details on the securities offering. Any amendments or changes which wish to be made throughout the in a foreign country issuer are filed beneath Form F-1/A (“A” denotes amendment).
After the in a foreign country issuer’s securities are issued, the company is had to document Form 20-F once a year with the SEC.
Example The usage of SEC Form F-1
Shopify Inc., based in Ottawa, Canada, filed Form F-1 with the SEC on April 14, 2015, to offer Class A subordinate voting shares to U.S. patrons. The F-1 begins with a prospectus summary then provides whole sections on the industry, keep watch over, govt compensation, an identical birthday celebration transactions, important shareholder, description of percentage capital, shares eligible for longer term sale, taxation, underwriting, expenses related to the offering, criminal problems and identity of the auditors.
Moreover salient to patrons is information regarding industry and market data, dilution with the proposed offering, dividend protection, and use of proceeds. In any case, keep watch over discussion and analysis (ceaselessly referred to as MD&A) provides some details about the drivers of the company’s revenues and source of revenue.
Form S-1 vs. Form F-1
Form S-1, moreover a Registration Commentary required beneath the Securities Industry Act of 1933 for brand new issuance of securities, must be filed thru house firms. Form F-1, as discussed, is for in a foreign country firms. The F-1 will come with additional specific and topic subject material information that is pertinent to the U.S. patrons regarding the issuer’s country and the best way the securities may be treated—e.g., taxation in a in a foreign country jurisdiction, coping with of criminal problems, and so forth.
Who Must Document an SEC Form F-1?
Where Can I Find a Company’s Form F-1 and Be told It?
Form F-1s are available free of charge public view on the SEC’s EDGAR device.
What Knowledge Is Contained in an SEC Form F-1?
Form F-1 provides essential information for patrons who are most certainly throughout the securities of in a foreign country firms issued throughout the U.S. The ones pieces of knowledge include the prospectus (or its analysis), a list of likelihood elements, the planned use of capital raised thru selling the securities, the corporate development and names of key executives, financial statements, tax information, and additional.
