Unregistered Shares

In the US, companies looking to issue securities must file a registration statement (Form S-1) with the Securities and Exchange Commission, making the disclosures required under securities law in connection with the registration of a security (including in a securities offering) under Federal securities laws. Stock that is listed in S-1 is registered stock. Stock can only be sold in the market if it is registered or is exempt from registration. Companies can, however, sell securities in private sales or placements (including to venture capital investors). These are unregistered and have to follow a set of rules if they are offered for resale.