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SEC Reg S

Rule Collection

Provides a safe harbor for offers and sales of securities outside the United States, exempting them from registration under the Securities Act of 1933, as long as certain conditions are met.

Rule Overview

Jurisdiction: United States

Regulator: SEC

Topic: Registration

Overview
Rules in This Collection
Latest News
Further Reading

Regulation S applies to offers and sales of securities that occur outside the United States, and it is not available for transactions that are part of a plan to evade the registration provisions of the Act.

The regulation sets forth various conditions that must be satisfied, including the implementation of offering restrictions, the provision of legends on securities, and the certification of beneficial ownership by non-US persons.

Compliance with Regulation S does not obviate the need to comply with other provisions of the federal securities laws, including antifraud provisions and registration requirements under the Exchange Act.

Rules in This Collection
SEC Reg S This Rule
SEC Reg S Rule 901
SEC Reg S Rule 902
SEC Reg S Rule 903
Latest News More on SEC Reg S 

Further Reading

TR Regulation S Legal Glossary Go to https://legal.thomsonreuters.com/blog/regulation-s/ Offshore offers and sales final rule Go to https://www.sec.gov/rules-regulations/1998/02/offshore-offers-sales-regulation-s-effective-date-60-days-after-publication-federal-register