SEC Form 1-U

What Is SEC Form 1-U?

SEC Form 1-U is a uniform statement of purpose form that companies must file to report fundamental changes to a company. The form is used, for instance, to report the application or declaration of an issue or sale of securities, an acquisition, bankruptcy, or sale of assets.

Form 1-U was previously known as the Uniform Application to Register Securities, which is currently obsolete.

Understanding Form 1-U

SEC Form 1-U is used to report material occasions connected with a company that might include one of the accompanying:

1. Fundamental changes
2. Bankruptcy or receivership
3. Modification of shareholder freedoms
4. Changes to the issuer's affirming accountant
5. Update of old financial statements
6. Changes to control of the issuer
7. Departure of certain corporate officers
8. Unregistered sale of equity securities
9. Other important occasions at the company's prudence

Form 1-U requires the accompanying information: Name and address of Issuer and principal office in the state; all out offering of shares and value; the maximum commission to be charged; rundown of states in which it is proposed to offer the securities available to be purchased to the public; list the states, if any, which have refused to authorize the sale of the securities to the public; give a copy of the Registration Statement and two duplicates of the Prospectus; give the Underwriting Agreement, give a copy of all advertising matter to be used regarding the offering; give a marked copy of assessment of counsel filed with Registration Statement pursuant to the Securities Act of 1933.

Form 1-U and SCOR

Form 1-U is part of the package of documents that must be submitted to the SEC as part of the Small Corporate Offering Registration (SCOR), which was adopted in April 1989. The SCOR Form was intended for use by companies seeking to raise capital through a public offering of securities that were exempt from registration with the SEC, under certain regulations.

Notwithstanding Form 1-U, different documents that were required to be filed in a registration application included: two duplicates of the prospectus, all exhibits filed with the SEC, and the applicable filing fees. The issuer needed to file a separate Form 1-U in each state where it wanted to sell securities, demonstrating the number of securities being registered in that state.

Form 1-U and Blue Sky Laws

Form 1-U is likewise a part of the Blue Sky Laws that safeguard investors. Blue Sky Laws are state regulations laid out as safeguards for investors against securities fraud. The laws, which might change by state, ordinarily require sellers of new issues to register their offerings and give financial subtleties. This permits investors to base their judgments on unquestionable information.

The term "blue sky" is said to have originated in the mid 1900s when a Supreme Court justice declared his craving to safeguard investors from speculative ventures that had "as much value as a patch of blue sky." In the years leading up to the 1929 stock market crash, there were examples of companies making grand, unsubstantiated commitments of greater profits to come.

Features

• Form 1-U is required under the small corporate offering registration process by which smaller companies can issue exempt securities.
• Form 1-U is additionally an important part for investor protections like Blue Sky laws.
• SEC Form 1-U is used by a company to report material changes to the company or to its corporate structure.