Form F-1, F-3, and F-4 Registration Statements Checklist

Summary

This checklist highlights differences among the registration statement forms that may be used by foreign private issuers (FPIs) to register securities with the Securities and Exchange Commission (SEC). A “foreign private issuer,” as defined in Rule 405 (17 C.F.R. § 230.405) under the Securities Act of 1933, as amended (Securities Act), that issues securities in the United States has different registration requirements than a domestic issuer. The SEC has developed forms for use by FPIs that are generally designated by “F” and are roughly analogous to the “S” form (i.e., the forms generally used by domestic issuers) with the same number. Note that use of the “F” series forms is optional. An FPI may decide to register on the “S” forms and comply with those (generally more onerous) disclosure requirements.