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| Registration Statement |
A registration statement is a part of the process of registering securities in the United States. Many other countries follow similar procedures. The registration process is controlled by the Securities Act of 1933, so called because it defines the rules for securities disclosure.
One of the key provisions of the Securities Act is that the sale of securities in a state must comply with the laws and regulations for that state, even if the securities transaction involved interstate commerce.
Note that most of the Securities Act rules do not apply to unregistered securities (including most hedge funds, commodity pools, private equity partnerships, privately placed stock, bonds, and loans, and many real estate investments). Other laws govern commodities, investment management, broker-dealers, and pension plans.
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The registration statement is filed with the Securities and Exchange Commission (SEC). This statement contains information about the issue and the issuing company, as a disclosure to potential investors.
The registration is often called a "red herring" because it contains bold sections in red type, reflecting the preliminary nature of the document. This early document is not considered an adequate disclosure to actual investors, so it must contain a disclaimer announcing that it is not a solicitation to sell securities.
