How to Register With the SEC: Forms, Filing Systems, and Fees

To register with the SEC, you first identify which of three federal securities laws governs what you’re doing, then prepare the disclosure documents that law requires, and finally submit them through the SEC’s electronic filing systems along with the applicable fee. The right path depends on whether you’re issuing securities to the public, operating as a broker-dealer, or providing investment advice for compensation. Picking the wrong track is not a paperwork mistake you can quietly correct later; willful violations of the Securities Act’s registration requirements carry criminal penalties of up to $10,000 in fines and five years in prison, on top of civil penalties and private lawsuits.¹²

Which Registration Track Applies to You

There is no single SEC registration form. Three statutes create three separate tracks.

Issuing Securities to the Public

If your company plans to sell stocks, bonds, or other securities to outside investors, the Securities Act of 1933 governs. It requires issuers to file a registration statement disclosing business operations, financial condition, and the risks of the investment, so investors decide with real information rather than a marketing pitch.³

Broker-Dealers

The Securities Exchange Act of 1934 covers the ongoing trading of securities on exchanges and the conduct of intermediaries like broker-dealers. If you facilitate trades rather than issue securities yourself, this is your statute.⁴ Broker-dealers register by filing Form BD through the Central Registration Depository system operated by FINRA, and nearly all must also become FINRA members.⁵

Investment Advisers

If you provide investment advice for compensation, the Investment Advisers Act of 1940 governs. Whether you register with the SEC or your state turns mainly on assets under management. Advisers with $110 million or more must register with the SEC. Those between $100 million and $110 million may register with the SEC but aren’t required to. Advisers managing between $25 million and $100 million generally register with state regulators, unless they would otherwise need to register in 15 or more states.⁶ There is a downward buffer once you’re in: an SEC-registered adviser doesn’t have to withdraw registration until assets drop below $90 million.⁷

Exemptions That May Spare You From Registration

Not every offering needs a full registration statement. Several exemptions exist for situations where the cost of registration would outweigh the investor protection benefit. Exempt does not mean unregulated, but it does mean you skip the full filing.

Private Placements Under Regulation D

Rule 506(b) lets a company raise unlimited capital without registering, provided it does not use general advertising and sells to no more than 35 non-accredited investors. Every non-accredited investor must be financially sophisticated enough to evaluate the risks, and the company must provide those investors with disclosure documents similar to what a registered offering would require.⁸

Rule 506(c) flips the advertising rule. You can publicly solicit investors, but every purchaser must be an accredited investor, and you must take reasonable steps to verify that status.⁹

Regulation A

Regulation A is a scaled-down version of full registration, sometimes called a mini-IPO. Tier 1 allows offerings up to $20 million in a 12-month period; Tier 2 raises the ceiling to $75 million.¹⁰ Tier 2 requires audited financials and ongoing reporting but preempts state Blue Sky registration, which matters if you’re selling across multiple states.

Setting Up to File

Before you can file anything with the SEC, you need two credentials: a federal Employer Identification Number from the IRS, and an EDGAR account. The EIN links your tax identity to your regulatory filings and is free to obtain online.¹¹

The EDGAR account requires filing Form ID on the EDGAR Filer Management website. An authorized person at your company signs the form electronically, then a notarized copy of the authentication document is uploaded separately. Once approved, you receive a Central Index Key (CIK) number and a confirmation code that serve as your login credentials.¹²

Preparing the Disclosure Documents

Form S-1 for Securities Offerings

Companies registering an IPO or a follow-on offering typically file Form S-1. It’s the most demanding registration statement and requires a thorough picture of the business: description of operations, risk factors, audited financial statements, information about officers and directors, executive compensation, and the terms of the securities being offered.¹³

The audited financials must come from an independent accounting firm registered with the Public Company Accounting Oversight Board.¹⁴ The registration statement also needs a legal opinion from outside counsel, filed as Exhibit 5, confirming that the securities are validly issued. Coordinating lawyers, auditors, and executives to get this right is where most of the pre-filing time actually goes. Gaps or inaccuracies can trigger an SEC investigation into the filing’s integrity.

Form ADV for Investment Advisers

Investment advisers register on Form ADV, which has several parts. Part 1A collects quantitative information about your firm: business practices, ownership structure, and the people who provide advice on your behalf. Part 2A is a narrative brochure written in plain English for prospective clients, covering advisory services, fees, and conflicts of interest. Part 2B provides brochure supplements with background on specific supervised persons. Part 3 is the relationship summary (Form CRS) for retail investors.¹⁵ Disciplinary history of supervised persons must be disclosed, and conflicts of interest that could influence your advice have to be spelled out clearly.¹⁶

How and Where to Submit

EDGAR for Securities Filings

The Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) is the SEC’s primary filing portal for securities registrations.¹⁷ After logging in with your CIK credentials, you select the filing type and upload documents in HTML or ASCII format. PDFs can accompany a submission as unofficial copies but must be paired with an official HTML or ASCII version. Financial statements require Inline XBRL tagging, which embeds machine-readable data directly into the document. This applies to Form S-1 filings other than initial IPOs, along with ongoing reports like Forms 10-K and 10-Q.¹⁸

IARD for Investment Advisers

Investment advisers file through the Investment Adviser Registration Depository (IARD), operated by FINRA. Part 1A of Form ADV is submitted electronically through IARD, and Parts 2A and 2B are uploaded as attachments. IARD distributes your information to both the SEC and any relevant state regulators at once, so you don’t file separately in each jurisdiction.¹⁹

Filing Fees

The SEC charges a registration fee for securities offerings based on the aggregate offering price. For fiscal year 2026, the rate is $138.10 per million dollars of the maximum aggregate offering price.²⁰ The rate adjusts annually, so check the current advisory before you file. Payment goes through EDGAR at the time of submission.

Investment advisers pay much less through IARD. The annual updating amendment fee depends on assets under management: $225 for advisers managing $100 million or more, $150 for those managing $25 million to $100 million, and $40 for those below $25 million. Amendments filed outside the annual update cycle carry no fee.²¹

What Happens After You File

The Division of Corporation Finance selectively reviews registration statements for compliance with disclosure and accounting requirements.²² The initial review typically takes around 30 days, though this varies with complexity and staff workload.

If staff identify problems, they issue a comment letter pointing to specific areas that need clarification, more disclosure, or revision. You respond in writing to each comment and file an amended registration statement reflecting the changes. This back-and-forth can go through several rounds.²³

Once comments are resolved, the company asks the Commission to declare the registration statement effective. This request for acceleration is a formal step, and the Division acts on delegated authority to issue the effectiveness order. At that point you can proceed with the offering.²²

Withdrawing Before Effectiveness

If circumstances change before your registration statement becomes effective, you can withdraw it by filing an application with the Commission stating your reasons. The withdrawal is generally deemed granted within 15 calendar days unless the SEC objects. Two things to know: the filing fee is not refundable, and the application must state that no securities were sold in connection with the offering. The withdrawn filing remains part of the SEC’s public record.²⁴

Ongoing Obligations After Registration

Registration is not a one-time event. Once you’re in, disclosure keeps coming.

Public companies file the annual report on Form 10-K, which gives a comprehensive picture of the business and includes audited financial statements. Filing deadlines depend on size: large accelerated filers have 60 days after fiscal year-end, accelerated filers 75 days, and non-accelerated filers 90 days. Quarterly reports on Form 10-Q, due after each of the first three quarters, include unaudited financials, management’s discussion of results, and updates on risk factors, legal proceedings, and internal controls.²⁵

Certain events require disclosure within four business days on Form 8-K. These include entering into a major agreement outside the ordinary course of business, completing a significant acquisition or sale of assets, bankruptcy filings, changes in control, and changes to the company’s independent auditor.²⁶ Missing an 8-K deadline is one of the more common compliance failures, and it is avoidable with a clear internal protocol for flagging triggering events as they happen.

SEC-registered investment advisers file an annual updating amendment to Form ADV within 90 days of their fiscal year-end. Material changes to the brochure in Part 2A require prompt updates and delivery to existing clients. If your contact information changes, you have a legal obligation to amend Form ADV promptly on IARD.²⁷

1
Office of the Law Revision Counsel. 15 USC 77x – Penalties
2
U.S. Securities and Exchange Commission. Consequences of Noncompliance
3
Cornell Law School. Securities Act of 1933
4
Legal Information Institute (LII) / Cornell Law School. Securities Exchange Act of 1934
5
SEC.gov. Form BD Instructions
6
Office of the Law Revision Counsel. 15 USC 80b-3a – State and Federal Responsibilities
7
eCFR. 17 CFR 275.203A-1 – Eligibility for SEC Registration
8
U.S. Securities and Exchange Commission. Private Placements – Rule 506(b)
9
eCFR. Regulation D – Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933
10
U.S. Securities and Exchange Commission. Regulation A
11
Internal Revenue Service. Employer Identification Number
12
U.S. Securities and Exchange Commission. Prepare and Submit My Form ID Application for EDGAR Access
13
Legal Information Institute. Form S-1
14
PCAOB Public Company Accounting Oversight Board. Registration
15
SEC.gov. Form ADV – General Instructions
16
SEC.gov. Form ADV Part 2 – Uniform Requirements for the Investment Adviser Brochure and Brochure Supplements
17
U.S. Securities and Exchange Commission. Submit Filings
18
SEC.gov. Inline XBRL Filing of Tagged Data
19
U.S. Securities and Exchange Commission. IARD + Investment Advisers – How To Register With the SEC as an Investment Adviser
20
U.S. Securities and Exchange Commission. Section 6(b) Filing Fee Rate Advisory for Fiscal Year 2026
21
U.S. Securities and Exchange Commission. Electronic Filing for Investment Advisers on IARD – IARD Filing Fees
22
U.S. Securities and Exchange Commission. Filing Review Process
23
SEC.gov. SEC Filing Review Process
24
eCFR. 17 CFR 230.477 – Withdrawal of Registration Statement or Amendment
25
SEC.gov. Form 10-Q General Instructions and Form Content
26
SEC.gov. Form 8-K Current Report
27
U.S. Securities and Exchange Commission. Electronic Filing for Investment Advisers on IARD