Securities issuance registration system

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What is the securities issuance registration system

The registration system of securities issuance, also known as "declaration system" or "formal examination system", refers to the government's issuance of securities to issuersnegotiable securities, without substantive examination in advance, only the application documents shall be reviewedFormal review, if the issuer is not denied by the government within a certain period after filing the application documents, it may issue securities.

Under the securities issuance registration system, the securities authoritiesSecurities issuanceDo notSubstantive conditionsLimitations. All issuers who intend to issue securities must reasonably prepare legal documents and make public all information and materials related to the issued securities that should be disclosed according to law. They shall be responsible for the authenticity, comprehensiveness and accuracy of the published materials, and the published contents shall not containfalse statement, material omission or misleading information.

The competent securities authority is wrongSecurities issuanceAnd the securities themselves, and their examination of public information only involves form, not any substantive conditions of issuance. As long as the issuer fully discloses the relevant information in accordance with the regulations, the competent authority shall not use the issuer's informationFinancial situationReject its issuance without meeting certain standards.

Within a certain period of time, without any objection to the declaration, the registration will take effect. After the expiration of the waiting period, the registration of securities issuance will take effect, and the issuer can issue securities.

Securities issuance registration system is an important form of securities issuance management system, and it is also a common way of securities issuance supervision in many countries. Australia, Brazil, Canada, Germany, France, Italy, the Netherlands, the Philippines, Singapore, the United Kingdom and the United States all adopt a registration system in securities issuance. Among them, the American securities law is a typical representative of the issuance registration system. "In a company or by a person or entity belonging to a companynegotiable securitiesWhen selling, potential purchasers of these securities shall obtain sufficient disclosure of relevant financial information and other important information about the company so that they can make informed decisionsinvestmentDecision "; "A company's listing does not require the approval of the securities and Exchange Commission or any other federal regulatory agency. Any company, no matter how large or small it is, whether it is profitable, whether it is important or not, can be listed as long as it fully discloses the information required by the securities and exchange Commission, and of course, there are people who will buy its shares once they obtain such information. In short In the United States, it is the market, not the managers, who decide what kind of companies can be listed ".

Procedures for registration of securities issuance

America 1933《Securities Law》It stipulates the procedures and procedures for the examination and approval of securities issuanceadministrative procedureFrom the perspective of audit procedures, securities issuance and registration can be divided into three stages:

  1. Pre service stage of registration declaration

The issuerunderwriterandDealerThere shall be no act of promoting securities. It is not allowed to organize an underwriting group, publish news related to this offering or make other market arrangements. However, this restriction does not apply to the technical preliminary negotiation between the issuer and the Underwriters and between the Underwriters, the study of the issuance quantity, the preparation of registration documents, the negotiation of fee allocation, the highest or lowest price of the issuance, etc. The significance of this legislation is to prevent investors from usingSecurities issuanceInformation, advance sale of unissued securities.

  2. Waiting phase

The waiting stage refers to the stage when the registration declaration is delivered and whether it is effective has yet to be determined. Securities issuance transactions are not allowed within 20 days after the registration declaration is delivered. Because at this time, many securities issuance information may also be disclosed to the outside world. The role of the waiting stage is to slow down the audit process and bring securities dealers and potential investors into contact with issuers. During this period, you may engage in the following acts: making an oral offer; Make simpleadvertisementThe contents include the issuer, types of securities, prices and where to obtain the prospectus; Formulate a preliminary prospectus, which is a part of the registration application documents, including all the contents of the prospectus other than the issue price and underwriting remuneration.

  3. Effective stage

At this stage, securities can be issued and contracts can be concluded, but the prospectus must be submitted in due time. Other supplementary publicity documents can also be used at this stage, but the prospectus must be delivered in advance or at the same time to prevent investors from being confused by exaggerated publicity.

  From the perspective of the administrative procedure for securities issuance review in the United States, the reporting procedure is divided into two stages:

  1. Formal administrative procedures

The securities issuance registration report shall be submitted to the Securities Regulatory Commission for examination, and the Securities Regulatory Commission shall specify the defects of the document and require correction or formal rejection, or prevent its effectiveness. According to 1933《Securities Law》Paragraph 2 of Article 8 stipulates that if the registration report has major defects, the CSRC shall issue a "refusal order" before the registration takes effect, and the refusal to take effect until the registration report is supplemented and corrected according to this order. Paragraph 4 of the same article stipulates that if the registration content is materially untrue, omitted or misleading, the CSRC may issue a "stop order" at any time to prevent it from taking effect. This administrative procedure is only applicable to major cases, and the registrant shall be given the opportunity to defend until appeal to the federal court with jurisdiction.

  2. Informal administrative procedure

By the corporate finance department of the securities and Exchange CommissionaccountingReviewed by, lawyers or other experts. The audit methods include:

1) No comment. If the registration declaration is not fully prepared or has other serious problems, it will not be reviewed. Notify the applicant's lawyer, do not comment, and refuse to take effect in advance. If it is allowed to take effect, the registrant may receive a refusal order or be taken other judicial or judicial measures at any timeAdministrative measuresThe danger of.

2) Preliminary review. After the preliminary examination of the registration declaration, notify the lawyer of the registration applicant not to give oral or written comments. Such as applicationIssuing companyFor the first registration, the company's administrative principal, audit and underwriting manager shall submit a written explanation to show that they understand the nature of the preliminary review and the responsibilities of the securities legal person.

3) Detailed review. The Finance Department of the Securities Regulatory Commission will notify the problems found in the audit to supplement and correct the legal documents in the form of "correction notice". The waiting period of 20 days starts again after the supplement is delivered. If If the examination cannot be completed in time or the registrant is unable to submit a correction within 20 days, the registration applicant may omit non important contents and submit a "delayed correction" within 20 days. If the registration has met the requirements, it shall be declared effective on the same day or the next day at the time of the last correction without waiting for 20 days.

Exemption from registration of U.S. securities issuance

  1. Sale

For securities sales that do not involve securities issuers, securities underwriters or securities dealers; Special transfers of certain securities, such asSecurities firmThe sale of securities between does not involve securities issuers, and the sale of securities between securities underwriters and brokers; The issuance of securities held by a securities issuer at an exchange; Securities issuers who do not publicly issue securities and adopt private placement can be exempted from registration.

America 1933《Securities Law》Paragraph 3 of Article 2 provides that an offer includes any contract to sell or dispose of securities or interests in Securities and obtain consideration. The Contractual Act of offering or disposing of securities or securities interests must be aimed at securities or securities interests. Therefore, such as the gift of securities and the issuance of new sharesdividend, orCash dividendorStock dividendSupplyshareholderChoice does not constitute "offering".

  2、Exempt securities

According to paragraph 1 of Article 3 of the Securities Act of 1933, the following securities are exempted from registration:

1) Any securities offered or disposed of by the issuer or formally offered for sale to the public within 60 days after the amendment or amendment of the Securities Act.

2) Issued by government or bank orguaranteeSecurities.

3) Short termCommercial paper

4) Securities issued by non-profit religious, educational or charitable organizations.

5) Securities issued by statutory bodies.

6) Securities issued by carriers supervised by the Interstate Commerce Commission.

7) With the permission of the courtBankruptcy administratorSecurities issued.

8) Guarantees, donations and annuity contracts issued under the supervision of government agencies.

9) Voluntary securities exchange between issuers and securities holders.

10) InCorporate restructuringWhen issued, securities permitted by the company law or the administrative authority.

11) Securities issued or sold to residents of a state or quasi state.

The securities issued in Items 2) to 8) above are permanently exempted due to the special nature of the issuer. Other circumstances are exempt transactions, and only this issuance transaction is exempted.

3. Exempt transactions

In addition to the last three of the above exempted securities are exempted transactions, exempted transactions also include:

1)Small transactionExemption. Paragraph 2 of Article 3 of the securities law of 1933 stipulates that the Securities Regulatory Commission can exempt 5 million yuandollarThe following securities are issued. SEC rule a providesSmall transactionConditions of exemption.

2) Exemption from private placement. There are two factors that constitute private placement: one is the number of people recruited or persuaded. According to the view of the securities and Exchange Commission of the United States, the recruitment of less than 25 people constitutesPrivate placement, exempt from registration. The second is the specificity of the recruitee or the persuader. If the recruitee or the persuader is closely related to the issuing company, it can even be close to the issuerIssuing companyAnd its securities information, which can protect itself, constitutes private placement. However, if the shareholders, employeescreditorIf there is no special evidence for the recruitment or sale of securities, the above-mentioned persons may constitute the "public" and shall still report for registration.

It is important to distinguish between exempt securities and exempt transactions. Exempted securities do not need to be registered according to law when they are offered or issued for the second time, which is a permanent exemption. The exemption transaction is only exempted from this issuance and sale, and its second issuance shall still be registered according to law.

In short, there are three types of exemption from registration of securities issuance under the registration system:

1) Exemption of securities issued based on the legal special status of the issuer. If the issuer is the government and the issuance of securities is guaranteed by itself or a third party, it may be exempted.

2) The purpose of exempting or simplifying the audit procedures for small issuance is to exempt the issuer from the expenses, time and other burdens caused by the audit procedures.

3) Countries that implement the registration system, such as the United States and Japan, exempt private placement. However, the securities issuance of shareholders, employees and creditors who know the information of the issuing company still needs to be registered.

Main contents of securities issuance registration system

1. As far as the subject of securities issuance registration is concerned, the securities law does not stipulate the financial and quality of securities issuers. Companies that can issue securities can be either companies with good performance or companies with poor performance.

The applicant must provide all information related to the issuer and the issuance. And bear the responsibility for the authenticity, accuracy and timeliness of the informationlegal responsibility

2、Securities supervisionThe institution shall have the right to examine the application for securities issuanceinformation disclosureTo ensure the implementation of the information disclosure system. The manager has no right to judge the value of the securities issuance and the securities themselves, nor to determine the quality conditions of the securities issued.

3. ForSecurities InvestorGenerally speaking, investors can make investment decisions based on public information as long as the elements of public offering are available. Whether investors can get a return on investment depends entirely on the investmentinvestment companyThe investor shall bear the investment risk at his own risk.

  Content comments:

  Securities issuerUndertaking and fulfilling the obligation of information disclosure plays an extremely important role in the securities issuance registration system.

1. When offering shares, a securities issuer must prepare and publishProspectus, based on the business situation, property situationFinancial situationfinancingPurpose, issuer and directorsSenior management of the companyAnd mainshareholderSituation and main lawslitigationTo help securities issuers economically obtain various information related to securities issuance, and to help investors conveniently read securities issuance information.

2. The issuer shall ensure that the contents disclosed in the prospectus are true, accurate and complete. The issuer should use various intermediaries to realize the authenticity, accuracy and integrity of information disclosure; Securities issuance documents are usually issued by, for example, lawyers oraccountantAssist in preparation and ensure the authenticity and accuracy of the disclosed information to the greatest extent through professional and prudent investigation by professionals.

3. In order to ensure the implementation and Realization of the principle of opennessSecurities regulatory authorityUnder the condition of substantive monitoring, an important means is to require securities issuers and intermediaries to bear a high degree of legal responsibility, so as to urge the accuracy and comprehensiveness of information disclosure.

Theoretical mechanism of securities issuance registration system

1. The applicant issuer must provide the issuer itself and all information related to the securities issuance, and bear legal responsibility for the authenticity, comprehensiveness, accuracy and timeliness of the information.

2. It is assumed that all investors have the ability to make correct investment judgments based on public information. If investors are willing to be deceived, the law will not intervene or correct errors, because they are willing to damage the rights of investors.

3. Securities issuance is only restricted by the information disclosure system. Other factors, such as the developer'sfinancialAnd quality, the quantity and quality of issued securities and their impact on the marketReview of securities issuanceElements of.

4、Securities regulatory agencyOur responsibility is to review the comprehensiveness, authenticity, accuracy and timeliness of information to ensure that the information disclosure system is always implemented. The manager has no right to make value judgments on the issuance of securities and the securities themselves.

5. If the issuer is not refused registration by the securities regulatory authority within the legal time after the declaration, the issuance registration shall become effective. The issuance of securities does not require government authorization.

6. During the issuance process, if the securities regulatory authority finds that the issuer's public information is false, misleading, untrue and fraudulent, it may issue a "stop order" to prevent the securities issuance and require the issuer to bear legal responsibility.

7. Conditions for investors to require the issuer to bear legal liability. Other factors do not constitute reasons for the issuer's breach of information disclosure obligations and registration system.

Evaluation of securities issuance registration system

As a kind of legal system, the values of registration system reflectmarket economyThe freedom of government, the autonomy of main activities and the standardization and efficiency of government management of economy. Under this system, the behavior of any individual is free. As long as the issuer complies with the principle of legal disclosure, even worthless securities can enter the market, and the profits or losses under the free choice are borne by the investors themselves. Under this system, the securities regulatory authority only makes formal examination of the application documents, does not involve the issuance applicant and the substantive conditions of the issuance of securities, and does not make any value judgment on the securities and their issuance behavior, thus reducing the audit workload. After the submission of the application documents, the application can take effect after a legal period, thus eliminating the cumbersome authorization procedures. However, it must be noted that:

1. Securities registration can not be an umbrella for investors to avoid losses. The securities regulatory authority has no right to confirm that the securities applied for registration lack substantive elements, otherwise it will constitute an illegal act. The only criterion for securities registration is full disclosure of information. As for the issue price, the interests of the issuer or underwriter and other substantive elements, they can not constitute the legal basis of securities issuanceprecondition

2. The purpose of securities issuance registration is to provide investors with formal information to judge the substantive elements of securities, so as to make investment decisions. If the disclosure method is appropriate, the securities regulatory authority shall not refuse registration on the grounds of the price of the issued securities, or other unfair conditions, or the issuer's unreasonable prospects for the success of the company. For investors, as long as the elements of public offering are available, the investment risk is at their own risk.

3. The registration procedure does not guarantee the accuracy of the facts stated in the registration declaration and prospectus. Therefore, the registration system is not impeccable. The system is based on the principle of information disclosure. It assumes that investors can make investment decisions independently and protect themselves as long as they can get all the information about securities issuance, and the securities management organization has no right to prevent their transactions. But in fact, it is difficult for most investors to have sufficientportfolio investmentKnowledge and experience. Moreover, many investors simply cannot or have no chance to obtain this information, and the issuer deliberately exaggeratesSecurities value, or avoiding potential adverse factors can damage investors. Therefore, from the perspective of investment security, the principle of openness can not fully protect the interests of investors.

Comparison between securities issuance registration system and securities issuance approval system

The securities issuance approval system refers to the securities issuer's compliance withinformation disclosureAt the same time, the issuance of securities must comply with the provisions of the securities lawConditions of securities issuanceAnd accept the supervision of the government securities regulatory authority; The government has the right to examine and decide on the qualifications of securities issuers and the securities they issue.

Securities issuance registration system and approval system have many commonalities. For example, both emphasize the position and role of information disclosure in securities issuance, but as different securities issuance review systems, there are significant differences in the following aspects.

  1. Legal status of securities issuance conditions

Countries that adopt the approval system often have restrictions on the qualifications and conditions of securities issuers, including the issuer's business status, profitability, payment status andequityTotal amount, etc. The matters reviewed by the securities regulatory authority mainly refer to the consistency and adaptability between the matters and conditions disclosed in the information disclosure and the legal conditions. Accordingly, the approval or review power of the securities regulatory authority certainly includes the review of the legality of the securities issuance conditions. However, in countries adopting the registration system, the securities law often does not directly specify the conditions for the issuance of securities. The conditions for the establishment of the company are quite consistent with the conditions for the issuance of securities, and there are no issuance conditions higher or stricter than the conditions for the establishment of the company.

  2. Realization of information disclosure principle

Whether the registration system or the approval system is adopted, attention should be paid to itinformation disclosureIn securities issuance, but there are differences in the implementation of information disclosure between registration system and approval system. According to the issuance registration system, information disclosure is jointly promoted by market behavior and government behavior. With the help of intermediaries of various intermediaries, the information disclosure of securities issuance is standardized and standardized. The role of the government in information disclosure is very special. "We have only one task, which is to insist that each new securities offered in interstate must be fully disclosed, and no important information related to the offering is allowed to be omitted before disclosure", "This creed entrusts the issuer with the obligation to provide true information, making it the driving force for issuing securities in good faith and building public confidence in the market." government review is not to evaluate the quality of the securities issued, and the license and registration issued by the government do not represent the quality of the securities issued, let alone the qualification certificate of the securities issued.

Under the approval system, information disclosure is also a basic legal requirement,Securities issuerWe must fulfill the obligation of information disclosure and fully and effectively disclose all kinds of important information related to securities issuance in advance; however, in order to make the disclosed information meet the requirements of its issuance conditions and make the issued securities more adaptable to the specific market, the securities regulatory authority has the right to review the quality of the securities to be issued and decide whether to allow them to be issued In a sense, the issuance approval system provides a stricter examination system than the registration system.

  3. Assumption of investor quality

The design of any securities issuance approval system is based on the assumption of the quality of the investor group. Under the issuance registration system, securities investors are assumed to be well-informed businessmen. The so-called businessmen should be people who can judge the commercial interests of investment and seek advantages and avoid disadvantages. When the information is sufficient and accurate, they can make correct rather than wrong investment judgments.PierceIn describing the U.S. Securities Act, it is said that for a public offering of securities, the securities and Exchange Commission will not evaluate the value of a company or the securities issued by a company. On the contrary, the 1933 Act requires that a copy of the securities be provided to the person accepting the offeringProspectusIn theory, such a prospectus should include the information necessary for an informed person to make an investment decision. In this way, the responsibility for making an investment decision rests with the investor, and the responsibility for ensuring that the investor receives the relevant information rests with the securities and Exchange Commission.

The issuance approval system also takes the theoretical assumption of the quality of investors as the premise. It takes the widespread existence of various non professional investors as its premisestock marketThe main investors are non professional investors. They lack investment experience in the securities market and have an irrational color in the grasp and processing of securities information. If they are allowed to evaluate the securities value by themselves, it will be difficult to effectively protect their own interests even on the basis of full, accurate and complete disclosure of information. In order to protect the legitimate interests of securities investors, securities supervision Institutions must intervene in the examination of securities issuance in an appropriate way to reduce the existence of inferior securities.

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