Registration Statement and Preliminary Prospectus Preparations for an IPO


This practice note discusses how to prepare, file, and review a company’s registration statement for an initial public offering (IPO). Section 5 (15 U.S.C.S. § 77e) of the Securities Act of 1933, as amended (Securities Act), prohibits the offer and sale of securities in the United States without registration with the U.S. Securities and Exchange Commission (SEC), unless an exemption from registration is applicable. In order to register securities in an IPO, a company will file a registration statement, typically on Form S-1, which is a comprehensive form requiring extensive disclosure about all aspects of a company’s business. This practice note covers the drafting process for the Form S-1, the key sections of the prospectus included in Part I thereof, certain additional information that is not required to be included in the prospectus but is contained in Part II, the exhibits to be filed with the registration statement, and the signatures required.