Before issuing new securities, including for the first time, companies issuing securities must file a registration statement with the Securities and Exchange Commission. These statements usually have an S in the form title, such as SEC Form S-11. Form S-11 is used by real estate companies, including REITs and other issuers whose primary business involves acquiring and holding real estate. It also applies to businesses that primarily buy and hold real estate, like property holding companies or real estate development firms.
This SEC form provides financial and operational disclosures to investors about the company’s property holdings, financial performance, management structure and risk factors. This information helps investors evaluate the company’s assets, revenue sources and risk management strategy. With this guide, you’ll better understand when you’ll need SEC Form S-11 and a few best practices for filing it.
Who Must File SEC Form S-11?
Generally, companies whose primary mode of business involves real estate investment need to file SEC Form S-11. This definition covers:
- REITs
- Property development companies
- Real estate operating companies
- Mortgage REITs or other hybrid real estate investment structures
Companies typically file Form S-11 before registering securities for public offerings, unless an exemption from registration applies. Businesses must meet SEC disclosure requirements before securities can be listed on public markets, including responding to SEC comments if applicable. Entities registered under the Investment Company Act of 1940 generally use different forms (such as N-series forms) rather than Form S-11.
Key Components of SEC Form S-11
To meet the SEC’s requirements, companies must prepare disclosures related to these areas:
- Prospectus: An overview of the offering, including price, structure and additional information about the issuer
- Business and Property Description: Detailed information about the property holdings and the business’s plan to manage them, including geographic distribution, lease agreements and property management strategies
- Risk Factors: Risks that the company faces due to changes in the market, property valuations, tenant concentration or interest rates
- Financial Statements: Covering operations and recent acquisitions, including balance sheets, income and cash flow
- Management and Governance: Identification of executive leadership and the board of directors, including compensation structures and beneficial ownership
Businesses may include forward-looking statements, typically accompanied by appropriate cautionary language under securities law. A prospective security holder may review each section to get a full picture of the company’s performance and holdings.
SEC Form S-11 vs Other SEC Registration Forms
Although Form S-11 is somewhat similar to other SEC registration statements, it is important for public companies to file the correct one. For example, since Form S-11 applies to real estate investment companies, it requires additional real estate disclosures.
| Form | Purpose | Typical Users |
| S-1 | General registration for new securities | Most companies going public |
| S-3 | Short-form registration available to eligible seasoned issuers meeting SEC requirements | Established public companies |
| S-11 | Registration for real estate companies and REITs | Real estate operating companies |
When is Form S-11 Filed?
Companies file SEC Form S-11 before registering a public offering of securities for a real estate-focused business. Common scenarios include:
- IPO for a real estate company
- Launching an REIT
- Raising public capital
- Secondary offerings after an IPO
This means that companies issuing new securities for real estate-focused offerings typically file Form S-11, although some issuers may use alternative forms depending on eligibility.
The filing period and review must occur in order for the company to be able to issue new securities to investors. The SEC reviews the filing to assess whether required disclosures are complete and compliant but does not ‘approve’ the securities or guarantee accuracy.
Best Practices for Preparing an S-11 Filing
As with any SEC filing, completeness and accuracy are key. Companies that fail to provide sufficient detail or have inconsistent data may face additional scrutiny from the SEC. Businesses that want the Form S-11 submission and review process to go smoothly should follow these best practices:
- Centralize financial data, so everyone working on reporting has access to the same information.
- Organize reporting workflows to minimize bottlenecks and promote collaboration.
- Coordinate with legal, finance and investor relations teams on content and data for disclosures.
- Implement a system that provides secure document collaboration, even from different locations.
- Conduct disclosure reviews well in advance of filing, to find and correct errors.
- Use specialized SEC filing software to streamline reporting and simplify the workload.
Following these practices can help companies prepare and submit the filing with fewer issues.
How Technology Simplifies SEC Form S-11 Filings
Technology dramatically simplifies the work of preparing registration statements and other filings. Companies that take advantage of modern reporting platforms can:
- Manage complex disclosure workflows for multiple filings and regulatory bodies
- Automate XBRL tagging to improve data accuracy, accessibility and comparability
- Help ensure filings meet EDGAR formatting and submission requirements
- Maintain version controls
- Promote collaboration across divisions
- Reduce errors
- Encourage timely filing
For many organizations, technology provides a tool that is helpful in overall risk management. By streamlining workflows, like data collection and processing for SEC filings, the company decreases the incidence of errors in all data management. This work improves the quality of these disclosures and investor confidence.
Streamline REIT Compliance
A REIT case study highlights how the right solutions can make a significant difference for public companies looking to file SEC Form S-11. This form is a critical filing for investors to know a real estate investment company’s assets, operations and financial performance. That way, they can make educated decisions about whether to invest.
Filing Form S-11 enables companies to raise capital through registered public offerings, but companies must confirm that they include the correct information. Understanding the requirements helps companies to raise capital and meet regulatory compliance with confidence. Solutions like DFIN’s SEC filing software help to streamline workflows for simpler and more accurate preparation. Contact us to schedule a demo.
