Thought Leadership  •  June 10, 2024

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Voluntary Submission of Draft Registration Statements

Taking a company public requires a lot of paperwork. Companies preparing for an initial public offering (IPO) can file  a DRS submission, which stands for draft registration statement . Even though it's only a draft, the statement can be time-consuming to put together. Fortunately, SEC filing software can make the process easier.

The SEC has accepted draft registration statements since 2017. EGCs are allowed to submit their DRS confidentially as an outgrowth of the 2012 JOBS Act, that eased securities regulations impacting small businesses.

What Is a Confidential Draft Registration Statement?

draft registration statement contains basic information in advance of the IPO, including:

  • Your company's business operations
  • Audited financial information
  • Operational information
  • Potential risks
  • Risk mitigation strategies
  • Other information required by the SEC

What Is the Purpose of SEC DRS Submission?

Understanding why this form is available and who must complete it is helpful to keep in mind.

Who must complete the DRS? The SEC allows any entity preparing for an IPO to complete a DRS, including emerging growth companies (EGCs).

The confidential submission of draft registration statement  allows the SEC staff to provide a non-public review of the DRS, without the public's knowledge. This benefits the company, by receiving feedback and allowing modifications to the offering prior to the filing of the public registration statement.

How to Submit a Draft Registration Statement

Companies can submit their confidential DRS to the SEC for reviewing using the SEC EDGAR system, a secure data submission system for all SEC filings, including the SEC Form S-1 filing.

When preparing your DRS, the registrant

  • must gather and analyze all the relevant data required by the SEC
  • organize it accordingly
  • confirm formatting and save the file for transmission via EDGAR

The SEC EDGAR filing software allows registrants to submit their DRS filings confidentially.

DFIN's signature software helps with every stage of how to take a company public, including filing a DRS. Our signature ActiveDisclosure product allows  users to work collaboratively, track changes, make comments using integrated XBRL tagging, as required by the SEC, and run validation and health checks prior to submitting. This saves time and labor, while keeping the pace of the IPO deal on track.

Let DFIN help you prepare the paperwork required to take your company public, so you can focus your attention on the core aspects of this exciting transition for your company.