SEC Form F-1

What Is SEC Form F-1?

SEC Form F-1 is a filing with the Securities and Exchange Commission (SEC) required for the registration of certain securities by foreign issuers. SEC Form F-1 is required to register securities issued by foreign issuers for which no other specialized form exists or is authorized.

Understanding SEC Form F-1

Form F-1, which is also known as a Registration Statement, is a requirement under the Securities Exchange Act of 1933. This act⁠ — often referred to as "reality in securities" law⁠ — requires that these forms, giving essential facts, are filed to disclose important endless supply of a company's securities. Form F-1 helps the SEC accomplish the objectives of this act. Foreign issuers, with which domestic investors might be less familiar, are required to disclose significant information in regards to securities offered to limit or forestall fraud.

The instructions for Form F-1 are extensive, yet the bulk of the filing centers around summary information about the business, risk factors, management and compensation, financial statements and notes to the statements, material changes with respect to accounting in the financial statements, and details on the securities offering. Any amendments or changes which must be made by the foreign issuer are filed under Form F-1/A ("A" denotes amendment).

After the foreign issuer's securities are issued, the company is required to file Form 20-F yearly with the SEC.

Model Using SEC Form F-1

Shopify Inc., based in Ottawa, Canada, filed Form F-1 with the SEC on April 14, 2015, to offer Class A subordinate voting shares to U.S. investors. The F-1 begins with a prospectus summary then, at that point, provides comprehensive sections on the business, management, executive compensation, related party transactions, principal shareholder, description of share capital, shares eligible for future sale, taxation, underwriting, expenses connected with the offering, legal matters and identification of the auditors.

Also salient to investors is information in regards to industry and market data, dilution with the proposed offering, dividend policy, and use of proceeds. Finally, management discussion and analysis (generally referred to as MD&A) provides some details about the drivers of the company's revenues and profits.

Form S-1 vs. Form F-1

Form S-1, also a Registration Statement required under the Securities Exchange Act of 1933 for new issuance of securities, must be filed by domestic corporations. Form F-1, as discussed, is for foreign corporations. The F-1 will contain extra specific and material information that is relevant to the U.S. investors in regards to the issuer's country and the way that the securities might be treated⁠ — e.g., taxation in a foreign jurisdiction, treatment of legal matters, and so forth.

Highlights

• SEC Form F-1 is the registration required for foreign companies that need to be listed on a U.S. stock exchange.
• Any amendments or changes that must be made by the issuer are filed under SEC Form F-1/A.
• The issuer is responsible for any material misrepresentations or omissions.
• After the foreign issuer's securities are issued, the company is required to yearly file Form 20-F.

FAQ

Where Can I Find a Company's Form F-1 and Read It?

Form F-1s are accessible for free public view on the SEC's EDGAR system.

Who Must File a SEC Form F-1?

Foreign entities who issue securities in the United States for the first time are required to fill out and submit Form F-1 to the SEC. This would incorporate, for instance, a foreign company seeking to IPO on the New York Stock Exchange (NYSE).

What Information Is Contained in a SEC Form F-1?

Form F-1 provides important information for investors who are possibly interested in the securities of foreign companies issued in the U.S. These pieces of information incorporate the prospectus (or its outline), a list of risk factors, the arranged use of capital raised by selling the securities, the corporate structure and names of key executives, financial statements, tax information, and that's just the beginning.