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Chapter 13. The Public Offering Process > The Registration Statement

The Registration Statement

The U.S. Securities Act of 1933 requires that a registration statement be filed with the SEC before the offering. The sale of securities is prohibited before the registration statement is declared effective.

The registration statement is composed of two parts. The first part is the prospectus, which must be delivered to any person who has offered to buy the securities and which contains the information required to make an investment decision: a description of the company and its business, a description of the offered securities and the use to which the sale proceeds will be put, the risks involved in buying the securities, detailed financial information (the financial statements are also attached to the prospectus), and a description of the management and board of directors. The second part contains additional information such as expenses, director indemnification, and appendices—which is not distributed with the prospectus but is available at the SEC's offices.


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