Foreign companies that are not incorporated or domiciled in the United States use SEC Form F-1 Registration Statement to “go public.” The Form F-1 is similar to the familiar S-1 Registration Statement used by domestic or US based companies to file an IPO. One difference is that the F-1 requires the signature of the Registrant’s Authorized US Representative, which is most often the company’s US based securities attorney.
Who Qualifies as an Authorized US Representative on Form F-1?
The term Authorized US Representative is discussed in Securities Act Release No. 6360 (Nov. 20, 1981), which states that
the Commission generally accepts the signature of an individual who is an employee of the registrant or an affiliate, or who is the registrant’s counsel or underwriter in the United States for the offering, because the signature clearly identifies an individual that is connected with the offering as subject to the liability provisions of the Securities Act. By similar reasoning, the Commission generally has refused to accept the appointment of a newly formed or shell corporation in the United States as the authorized representative.
US Securities Lawyer for Foreign Companies Going Public
US based securities attorney Matheau J. W. Stout, Esq. serves as Authorized US Representative on Form F-1 Registration Statements for foreign companies seeking to go public on the OTC Markets. OTC Securities Lawyer Matt Stout can work alongside local counsel outside of the United States to coordinate the filing of a Form F-1, and subsequent quarterly and annual filings, and can recommend PCAOB auditors familiar with Non US companies going public.