Legal Definitions - Register

A "register" can refer to an official record, such as a corporation's list of shareholders and their stock transactions. To "register" also means to formally file necessary documents with a government agency, like the SEC, to legally offer securities for public sale.

The term Register has two primary meanings in a legal and financial context:

1. Official Record of Shareholders and Stock Transactions

In its first sense, a Register refers to a formal, official record maintained by a corporation. This record lists all of the company's shareholders, detailing who owns shares and how many. It also tracks all instances of the company issuing new shares and any transfers of shares between owners.

• Example 1: Shareholder Communication
  A publicly traded pharmaceutical company maintains a comprehensive shareholder register. This allows the company to accurately identify all its current investors, ensuring that annual reports, dividend payments, and proxy voting materials are sent to the correct individuals or entities. When an investor buys or sells shares on the stock market, the company's register is updated to reflect these changes in ownership.
• Example 2: Tracking Ownership Changes
  When a private startup company issues new shares to an angel investor, or when an existing founder sells a portion of their shares to a new venture capital firm, these transactions are recorded in the company's register. This record provides a clear, legal history of who owns what percentage of the company at any given time, which is crucial for corporate governance, voting rights, and future transactions.

2. Filing Securities with a Government Agency

In its second sense, to Register means to formally file specific documents with a government regulatory agency before a company can offer new investment products (known as "securities," such as stocks or bonds) for sale to the public. This process ensures transparency and investor protection.

• Example 1: Initial Public Offering (IPO)
  A rapidly growing software company decides to "go public" by offering its shares for sale on a stock exchange for the first time. Before it can sell these shares to the general public, the company must register its initial stock offering with the Securities and Exchange Commission (SEC). This involves submitting a detailed "registration statement" that provides extensive information about the company's finances, operations, and risks, allowing potential investors to make informed decisions.
• Example 2: Issuing New Corporate Bonds
  A large manufacturing corporation plans to raise capital by issuing new corporate bonds to fund the expansion of its production facilities. Before these bonds can be legally sold to institutional investors or the public, the corporation must register them with the appropriate regulatory body, often the SEC. This registration process ensures that all necessary disclosures about the bonds' terms, risks, and the company's financial health are made available.
• Example 3: Launching a New Mutual Fund
  A financial services firm develops a new mutual fund designed to invest in renewable energy companies. To offer shares in this new fund to the public, the firm must register the fund and its prospectus with the SEC. This registration provides potential investors with a comprehensive document outlining the fund's investment objectives, strategies, fees, and risks, as required by law.