Securities Registration and Filing

Securities Registration | Regulatory Filing Services

Services via Prospectus LLC Securities Attorney Staff

Prospectus LLC services include securities registration and regulatory filing on behalf of clients in the course of their offering and issuing securities to accredited investors. Our role is to ensure the preparation and submission of all required documents with the appropriate securities regulatory agencies that govern securities issuance and registration. In support of this service, we specialize in the writing of investor offering documents, including but not limited to the Issuer’s business plan, offering circular, offering memorandum, red herring and final offering prospectus. Once these investor documents are prepared, we can file registration submissions and any other statements required by securities regulators, such as SEC Form D*, Form S-1, and the variety of other administrative documents inherent to Issuers who are offering or who have sold securities to investors.

As mentioned above, we specialize in the preparation of offering documents such as the offering circular, PPM, and more for both the public and private arena. We also administer securities registration and regulatory filing from Issue inception to various administrative updates required by securities regulators, whether the submission of Form D for Regulation D which applies to private placement offerings to S-1 filings for issuers in advance of a proposed public offering. Additionally, we are more than willing to facilitate introductions with registered broker-dealers, advisors and consultants, investment banks, and hedge funds to help our clients move in the right direction.

The Prospectus LLC attorneys cooperate with our clients’ management directors very closely throughout the process of filing and registering all appropriate documents with regulatory bodies. This closeness that we employ allows our team to assess and approach our clients’ short and long-term goals and needs. It also allows us to make sure that they are complying with all state/federal regulations, whether it is in the US or in any other country.

Businesses that want to issue any type of security rely on Prospectus LLC attorneys to make sure that they are meeting all regulatory requirements and complying with all relevant securities laws. We make sure that our clients properly file and register the correct documents so they can successfully meet regulatory guidelines or where relevant, gain an exemption from the SEC. Aside from the US, we can help with foreign laws regarding securities. We can assist in almost any region across the globe, including the United Kingdom, the EU and specific countries in the Pacific Rim, South America, and the Middle East. Our highly professional team maintains close relationships with a wide range of international attorneys located in major cities throughout the globe For this reason, no matter where you are, we can ensure that securities registration and regulatory filing of any documents can be done properly and in a timely manner.

List of Filing and Registration Services

  • 10-K                        (Annual Financials)
  • 10-KSB                    (Annual Financials – Small Business)
  • 10-K405                  (Annual Financials – Concerning rule 16)
  • 10-Q                        (Quarterly Financials)
  • 10-QSB                    (Quarterly Financials – Small Business)
  • 8-K                          (Current Event)
  • 10-C                        (Securities quote on NASDAQ)
  • Proxy Statements
  • SCD 13-D                 (Acquisition Statement)
  • SC 14D-1                 (Tender Offer, non-issuer)
  • SC 14D-9                 (Tender Offer – solicitation)
  • SC 13E-3                  (Private Transaction Rpt)
  • SC 13E-4                  (Private Transaction Rpt)
  • SCH 13-F                  (Quarterly Manager Report)
  • SCH 13-G                 (>=5% Acquisition)
  • Form 3                    (New Insider Report)
  • Form 4                    (Insider Buy/Sell)
  • Form 5                    (Year End Insider Report)
  • Registration Statements
  • Prospectus

 Issuing Stock Services

  • S-1 – Companies reporting under the 1934 Act for less than 3 years. Permits no incorporation by reference and requires complete disclosure in the prospectus.
  • S-2 – Companies reporting under the 1934 Act for 3 or more years but not meeting the minimum voting stock requirement. Reference to 1934 Act reports permits incorporation and presentation of financial information in the prospectus or in an Annual Report to Shareholders delivered with the prospectus.
  • S-3 – Companies reporting under the 1934 Act for 3 or more years and having at least million of voting stock held by non-affiliates, or as an alternative test, million of voting stock coupled with an annual trading volume of 3 million shares. Allows minimal disclosure in the prospectus and maximum incorporation by reference of 1934 Act reports.
  • S-4 – Registration used in certain business combinations or reorganizations.
  • S-6 – Filed by unit investment trusts registered under the Investment Act of 1940 on Form N-8B-2.
  • S-8 – Registration used to register securities to be offered to employees under stock option and various other employee benefit plans.
  • S-11 – Filed by real estate companies, primarily limited partnerships and investment trusts.
  • SE – Non-electronically filed exhibits made by registrants filing with the EDGAR Project.
  • N-1A – Filed by open-end management investment companies.
  • N-2 – filed by closed-end management investment companies.
  • N-5 – Registration of small business investment companies.
  • N-14 – Registration of the securities of management investment and business development companies to be issued in business combinations under the Investment Act of 1940.
  • F-1 – Registration of securities by foreign private issuers eligible to use Form 20-F, for which no other form is prescribed .
  • F-2 – Registration of securities by foreign private issuers meeting certain 1934 Act filing requirements.
  • F-3 – Registration of securities by foreign private issuers offered pursuant to certain types of transactions, subject to the 1934 Act filing requirements for the preceding 3 years.
  • F-4 – Registration of securities issued in business combinations involving foreign private registrants.
  • F-6 – Registration of depository shares evidenced by the American Depository Receipts (ADRs).
  • F-7 – Registration of certain Canadian issues offered for cash upon the exercises if rights granted to existing security holders.
  • F-8 – Registration of certain Canadian issues to be issued in exchange offers or a business combination.
  • F-9 – Registration of certain investment grade debit or investment grade preferred securities of certain Canadian issues.
  • F-10 – Registration of certain Canadian issues.
  • SB-1 – Registration for certain small businesses.
  • SB-2 – Registration statement for small businesses. No aggregate offering value of securities.

 MEF Filings

  • MEF Filings
    • (Description) Registration pursuant to Securities Act Rule 462(b) of up to an additional 20% of securities for an offering. Applies to 1933 Act registration forms S-1, S-2, S-3, S-11, SB-1, SB-2, F-1, F-2, and F-3.

Partial List of Additional Filings We Assist With

Form 144 This form must be filed as notice of the proposed sale of restricted securities or securities held by an affiliate of the issuer in reliance on Rule 144 when the amount to be sold during any three month period exceeds 500 shares or units or has an aggregate sales price in excess of $10,000.

  • Form 424A
    • Prospectus statement filed pursuant to Rule 424(a).
  • Form 424B1
    • Prospectus statement filed pursuant to Rule 424(b)(1).
  • Form 424B2
    • Prospectus statement filed pursuant to Rule 424(b)(2).
  • Form 424B3
    • Prospectus statement filed pursuant to Rule 424(b)(3).
  • Form 424B4
    • Prospectus statement filed pursuant to Rule 424(b)(4).
  • Form 424B5
    • Prospectus statement filed pursuant to Rule 424(b)(5).
  • Form 424B7
    • Prospectus statement filed pursuant to Rule 424(b)(7).
  • Form POS AM
    • Post-effective amendments to provide updated prospectus information.
  • Form POS EX
    • Post-effective amendment filed solely to add exhibits to a registration statement.
  • Form POS462C        
    • Post-effective amendment to a registration statement filed under Rule 462(c).

Prospectus LLC

The team at Prospectus LLC is ready at all times to help you with any registration or filing needs you may have. The above information is mostly just an overview of the services that we can offer. If you have any questions regarding more specific filing or registration guidelines, please feel free to contact us or set up a free consultation.

Contact Us Today To Schedule Your Free Consultation

Registration and Filing  Services via Prospectus LLC Securities Attorney Staff

*Form D is a form to be used to file a notice of an exempt offering of securities with the Securities and Exchange Commission. Commission rules require the notice to be filed by companies and funds that have sold securities without registration under the Securities Act of 1933 in an offering based on a claim of exemption under Rule 504 or 506 of Regulation D or Section 4(5) of that statute. Commission rules further require the notice to be filed within 15 days after the first sale of securities in the offering. For this purpose, the date of first sale is the date on which the first investor is irrevocably contractually committed to invest. If the due date falls on a Saturday, Sunday or holiday, it is moved to the next business day. The SEC does not charge any filing fee for a Form D notice or amendment.

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Securities Registration | Regulatory Filing Services

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