S-1 vs. F-1 Registration Statements Explained

An S-1 and an F-1 are both registration statements, the documents a company files with the U.S. Securities and Exchange Commission (SEC) to register securities for sale to the public under the Securities Act of 1933. The S-1 is the general-purpose form. The F-1 is the form for foreign private issuers, which are non-U.S. companies that meet the SEC’s definition. Understanding the difference helps you read the daily flow of new IPO registrations on EDGAR and tell what each one is telling you.

In brief

Form S-1 is the default registration form when no other form is authorized or prescribed.
Form F-1 is for foreign private issuers, as defined in SEC Rule 405, under the same circumstances.
Both contain a prospectus (Part I) and additional information that is not in the prospectus (Part II).
Filing a registration statement does not mean the offering is approved. The SEC reviews disclosure, not the merits of the investment.
Both forms can cover IPOs, follow-on offerings and resale registrations by existing holders.

What a registration statement is

The Securities Act of 1933 generally requires that securities offered to the public be registered with the SEC, unless an exemption applies. Registration is a disclosure exercise. The issuer must give investors the material facts about the business, the risks, the securities being sold and the financial condition of the company, and it is liable for material misstatements. The SEC staff reviews filings for compliance with disclosure requirements, but the agency does not approve or recommend any offering.

The registration statement has two parts. Part I is the prospectus, the document investors actually read. Part II holds information that is filed with the SEC but not distributed in the prospectus, such as exhibits.

Form S-1: the general form

According to the General Instructions in the SEC’s Form S-1, the form is used to register securities under the 1933 Act where no other form is authorized or prescribed. The instructions exclude securities of foreign governments and their political subdivisions, and asset-backed securities.

The S-1 prospectus items mostly point to Regulation S-K, the SEC’s central rulebook for non-financial disclosure. Per the form, Part I covers:

Cover page information and inside cover and back cover information.
A prospectus summary and risk factors.
Use of proceeds, the determination of the offering price and dilution.
Selling security holders, if any, and the plan of distribution.
A description of the securities being registered.
Interests of named experts and counsel.
Information about the registrant: business, property, legal proceedings, the market for common equity, financial statements, management’s discussion and analysis (MD&A), market risk disclosures, directors and officers, executive compensation, security ownership and related-party transactions.

Part II lists other expenses of issuance and distribution, indemnification of directors and officers, recent sales of unregistered securities, exhibits and financial statement schedules (including the filing fee table), and undertakings.

For readers, the S-1’s practical value lies in a handful of sections: the risk factors, the use of proceeds, the capitalization and dilution discussion, MD&A, and the related-party transactions section. These tend to reveal how the company makes money, what it plans to do with new funds, and who benefits.

Form F-1: the form for foreign private issuers

Form F-1’s General Instruction I.A says that the form is used to register securities under the 1933 Act of foreign private issuers, as defined in Rule 405, for which no other form is authorized or prescribed. It also excludes asset-backed securities. Under General Instruction I.B, a majority-owned subsidiary that does not itself meet the conditions can still qualify if its parent meets them and fully guarantees the registered securities.

The F-1 follows the same two-part structure, but its Part I draws on foreign private issuer reporting. According to the form, the registrant and offering information item includes Part I and Item 18 of Form 20-F, which is the annual report form for foreign private issuers, along with certain Regulation S-X requirements. The cover, summary and risk factor items still refer to Regulation S-K, so the investor-facing pages look familiar.

Foreign private issuers also file different periodic reports after going public. Rather than the Form 10-K and Form 10-Q used by U.S. domestic companies, they generally file annual reports on Form 20-F and furnish certain other information on Form 6-K. Whether a company counts as a foreign private issuer depends on factors such as where its shareholders reside, where its executives are located and where its assets and business are. The definition is in SEC Rule 405 and Rule 3b-4 under the Exchange Act, which you can read on the SEC’s website or eCFR.

Side-by-side comparison

Feature	Form S-1	Form F-1
Who files	Registrants generally, where no other form is authorized	Foreign private issuers, as defined in Rule 405
Governing statute	Securities Act of 1933	Securities Act of 1933
Prospectus disclosure	Regulation S-K items, including business, MD&A, compensation	Regulation S-K cover, summary and risk items, with Form 20-F-based company information
Excluded	Foreign governments, asset-backed securities	Asset-backed securities
After going public	Domestic reports such as 10-K, 10-Q and 8-K	Typically 20-F annual reports and 6-K current reports

Note that a foreign company that does not qualify as a foreign private issuer would register on a domestic form such as S-1 and follow U.S. domestic reporting rules.

How to read what you find on EDGAR

New S-1 and F-1 filings appear on EDGAR as soon as they are accepted. The SEC’s EDGAR guide explains that the Latest Filings page shows the most recent filings from all filers for the current filing date, and that you can narrow searches by form type. Our guide on how to search SEC EDGAR walks through this step by step.

Some features to look for in a new registration:

The filing type. An initial filing is an S-1 or F-1. Amendments are labeled S-1/A or F-1/A. Each amendment generally responds to SEC staff comments or updates financial information, so the history shows how the disclosure evolved.
The cover page. It shows the registrant, the type of securities, and whether the company is a shell, an emerging growth company or another category with scaled rules.
Price range and share count. Early filings often leave these blank. A later amendment fills them in just before pricing.
Selling stockholders. If existing holders are selling, the filing may be a resale registration and not a capital raise for the company.
Exhibits. Underwriting agreements, charters, material contracts and legal opinions are attached or incorporated.

What happens after filing

The usual sequence for an IPO runs as follows. The company files a registration statement, and the SEC staff reviews it and issues comments. The company responds with amendments. Once the staff has cleared its comments, the company asks the SEC to declare the registration effective, and offering and pricing follow. The SEC publishes effectiveness notices on EDGAR, and the final prospectus is filed afterwards. Some issuers submit their first drafts confidentially before filing publicly, so a public S-1 or F-1 may be the second or third version the SEC staff has seen. The SEC’s website describes these options for issuers.

Not every S-1 or F-1 leads to a completed deal. Market conditions or company decisions can delay or withdraw an offering, and a withdrawn registration statement is also filed on EDGAR.

Common misconceptions

“An S-1 means the IPO is happening soon.” A first filing can precede pricing by weeks or months, and some never price.

“The SEC approved the offering.” The SEC does not approve or endorse securities. Its role is to see that investors receive required disclosure.

“F-1 filers are always small or risky.” The form depends on the issuer’s foreign status, not on size or quality. Large and small non-U.S. companies use it.

“S-1 filings are all IPOs.” The same form serves follow-on offerings, resale registrations and other transactions.

FAQ

What is the main difference between an S-1 and an F-1?

The S-1 is the general registration form. The F-1 is for foreign private issuers, as defined in Rule 405, that have no other form available.

Can a foreign company file an S-1?

Yes, if it does not qualify as a foreign private issuer, or if it chooses to report under domestic rules where that is permitted. The SEC’s definition and eligibility rules decide which forms apply.

Do S-1 and F-1 filings include financial statements?

Yes. Both require audited financial statements, with the specific standards depending on the issuer. The F-1 refers to Form 20-F and Regulation S-X for these requirements, while the S-1 follows Regulation S-K and S-X.

What does an S-1/A or F-1/A mean?

It is an amendment to the original registration statement, filed to answer SEC comments, add information or update terms before the registration is declared effective.

Where can I read the forms and instructions?

The SEC publishes Form S-1 and Form F-1 with their general instructions at sec.gov, and the filings themselves are available on EDGAR.

Is this advice about any particular offering?

No. This guide is educational and does not recommend buying or selling any security.