Which scenario describes a company that must register with the SEC?

Which scenario describes a company that must register with the SEC?

• A. A company selling exempt securities
• B. A company issued securities under Rule 147
• C. A company seeking to raise capital without exemptions
• D. A company already trading in the secondary market

Answer: (C)

A company seeking to raise capital without exemptions must register with the SEC because it indicates that the company is planning to offer securities to the public without relying on any specific exemption from the registration requirements. In general, the Securities Act of 1933 mandates that all securities sold to the public must be registered, ensuring that potential investors receive essential information about the company and the securities being offered. This process involves filing a registration statement that includes detailed information about the company's financial status, management, and the specific risks involved in the investment. In contrast, companies selling exempt securities, those issuing under Rule 147, or companies that are already trading in the secondary market may not be required to go through the same registration process. Exempt securities, for instance, can include certain government securities or those issued by non-profits, while Rule 147 pertains to intrastate offerings which are exempt from federal registration. Similarly, companies already trading in the secondary market may have already fulfilled their registration requirements at the time of their initial offer, thus not requiring additional registration for ongoing trading activities.

A company seeking to raise capital without exemptions must register with the SEC because it indicates that the company is planning to offer securities to the public without relying on any specific exemption from the registration requirements. In general, the Securities Act of 1933 mandates that all securities sold to the public must be registered, ensuring that potential investors receive essential information about the company and the securities being offered. This process involves filing a registration statement that includes detailed information about the company's financial status, management, and the specific risks involved in the investment.

In contrast, companies selling exempt securities, those issuing under Rule 147, or companies that are already trading in the secondary market may not be required to go through the same registration process. Exempt securities, for instance, can include certain government securities or those issued by non-profits, while Rule 147 pertains to intrastate offerings which are exempt from federal registration. Similarly, companies already trading in the secondary market may have already fulfilled their registration requirements at the time of their initial offer, thus not requiring additional registration for ongoing trading activities.