Shelf Registration Statement Expiration and Financial Statement Age Requirements
Shelf registration statements are used to register securities for future sale. The length of time that a shelf registration statement is effective varies depending on the type of offering and the issuer’s eligibility.
Expiration of Shelf Registration Statements
Under the Securities Act of 1933, shelf registration statements for primary offerings and WKSI automatic shelves expire on the third anniversary of the original effective date. Secondary Form S-3 shelves do not have a fixed expiration date.
Age of Financial Statements
The age of financial statements included in a registration statement or proxy statement must meet certain requirements. The financial statements may need to be updated with a balance sheet as of an interim date and statements of comprehensive income and cash flows for the interim period.
Key Facts
- Shelf registration statements on Form S-3 for primary offerings and WKSI automatic shelves expire on the third anniversary of the original effective date.
- Secondary Form S-3 shelves do not have a fixed expiration date.
- The age of financial statements at the effective date of a registration statement or at the mailing date of a proxy statement must meet certain requirements. The financial statements may need to be updated with a balance sheet as of an interim date and statements of comprehensive income and cash flows for the interim period.
- The age of the most recent audited financial statements included in a registration statement filed under the Securities Act of 1933 or filed on Form 10 under the Securities Exchange Act of 1934 should not be more than one year and 45 days old at the date the registration statement becomes effective.
- Certain shelf registration statements can only be used for three years after the initial effective date of the registration statement.
- Registration statements subject to the three-year limit include automatic shelf registration statements, Form S-3 or Form F-3 registration statements for shelf offerings, registration statements for securities offered on a continuous basis, and registration statements for mortgage-related securities.
- The three-year limit does not apply to shelf registration statements for securities offered and sold solely by selling security holders, securities offered and sold pursuant to dividend or interest reinvestment plans, securities offered and sold pursuant to employee benefit plans, and other specific types of securities.
The age of the most recent audited financial statements included in a registration statement filed under the Securities Act of 1933 or filed on Form 10 under the Securities Exchange Act of 1934 should not be more than one year and 45 days old at the date the registration statement becomes effective.
Three-Year Limit for Certain Shelf Registration Statements
Certain shelf registration statements can only be used for three years after the initial effective date of the registration statement. These include:
- Automatic shelf registration statements
- Form S-3 or Form F-3 registration statements for shelf offerings
- Registration statements for securities offered on a continuous basis
- Registration statements for mortgage-related securities
Exemptions from Three-Year Limit
The three-year limit does not apply to shelf registration statements for:
- Securities offered and sold solely by selling security holders
- Securities offered and sold pursuant to dividend or interest reinvestment plans
- Securities offered and sold pursuant to employee benefit plans
- Other specific types of securities
Sources
- Words of Wisdom (WOWLW)
- 17 CFR § 210.3-12 – Age of financial statements at effective date of registration statement or at mailing date of proxy statement.
- How Much Shelf Life Does Your Registration Statement Still Have?
FAQs
How long is a shelf registration statement effective?
Shelf registration statements for primary offerings and WKSI automatic shelves expire on the third anniversary of the original effective date. Secondary Form S-3 shelves do not have a fixed expiration date.
What is the age requirement for financial statements included in a registration statement?
The financial statements must be no more than one year and 45 days old at the date the registration statement becomes effective.
Are there any shelf registration statements that are exempt from the three-year expiration limit?
Yes, shelf registration statements for certain types of securities are exempt from the three-year expiration limit, including securities offered and sold solely by selling security holders, securities offered and sold pursuant to dividend or interest reinvestment plans, and securities offered and sold pursuant to employee benefit plans.
What should an issuer do if its shelf registration statement is about to expire?
The issuer should file a new registration statement before the old one expires.
Can an issuer continue to sell securities under an expired shelf registration statement?
No, an issuer cannot continue to sell securities under an expired shelf registration statement.
What is a WKSI shelf?
A WKSI shelf is an automatic shelf registration statement that can be used by well-known seasoned issuers (WKSIs) to register securities for future sale.
What is a continuous offering?
A continuous offering is an offering of securities that is made on an ongoing basis, rather than all at once.
What are mortgage-related securities?
Mortgage-related securities are securities that are backed by mortgages or other real estate-related assets.