Registered Security | Practical Law

Registered Security | Practical Law

Registered Security

Registered Security

Practical Law Glossary Item 7-501-2438 (Approx. 3 pages)

Glossary

Registered Security

A security registered with the SEC under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (Exchange Act). The Exchange Act requires a class of securities to be registered under the following circumstances:
  • Securities exchange listing. Before a company's securities can begin to trade on a "national securities exchange" (as defined by the SEC) such as the New York Stock Exchange or Nasdaq Stock Market, a company must register that class of securities (debt or equity) with the SEC under Section 12(b) of the Exchange Act.
  • Size thresholds. Companies with both total assets greater than $10 million and either 2,000 or more equity shareholders, or 500 or more equity shareholders who are not accredited investors (and, for foreign private issuers, more than 300 US resident shareholders (Rule 12g3-2(a), Exchange Act)), must register that class of equity securities with the SEC under Section 12(g) of the Exchange Act (also known as the "widely-held" equity securities rule). Companies that are banks, bank holding companies, savings and loan companies or savings and loan holding companies must register equity securities under Section 12(g) if they have both total assets greater than $10 million and 2,000 or more equity shareholders.
By registering securities under Section 12(b) or Section 12(g) of the Exchange Act, a company becomes subject to the periodic and current reporting requirements of Section 13(a) of the Exchange Act and, as a result, becomes a reporting company.
In addition, all securities offered and sold in the US must be registered with the SEC or must qualify for an exemption from the registration requirements. The Securities Act of 1933, as amended has two basic objectives:
  • To require that investors receive financial and other significant information concerning securities being offered for public sale.
  • To prohibit deceit, misrepresentations, and other fraud in the sale of securities.
The SEC accomplishes these goals primarily by requiring that companies disclose important financial information when they register their securities.
An Exchange Act registration is a single registration of an entire class of securities (debt or equity). This is different from a Securities Act registration, in which a company registers a certain number of a class of securities (debt or equity) for a particular public distribution.
For more information, see: