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Registration statement

United States securities filing document

Wikipedia contributorsAdapted for Fathomly · View authors
1 min read
Source updated September 5, 2026

In the United States, a registration statement is a set of documents, including a prospectus, which a company must file with the U.S. Securities and Exchange Commission before it proceeds with a public offering.

As of May 2022, the United States Supreme Court was considering the case of Slack Technologies, LLC v. Pirani, No. 22-200, 598 U.S. ___ (2023), with regard to whether Sections 11 and 12(a)(2) of the Securities Act of 1933 require plaintiffs to plead and prove that they acquired shares of stock registered under and traceable to the registration statement they claim was misleading.

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This article is adapted from the Wikipedia article “Registration statement”, written by its contributors and licensed under CC BY-SA 4.0. Fathomly has changed the layout, removed citation markers, navigation and maintenance notices, and adjusted punctuation. This adapted version is shared under the same license. For references, see the original article.

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Related topics

Securities Act of 1933

The Securities Act of 1933, also known as the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, and the '33 Act, was enacted by the United States Congress on May 27, 1933, during the Great Depression and after the stock market crash of 1929. It is an integral part of United States securities regulation.

Form S-3

Form S-3 is the most simplified securities registration form used by the U.S. Securities and Exchange Commission. It may only be used by companies that have been required to report under the Securities Exchange Act of 1934 for a minimum of twelve months and have also timely filed all required reports under the Securities Exchange Act of 1934 during the twelve calendar months and any portion of a month immediately before the filing of the registration statement.