Regulation S - Rules Governing Offers and Sales Made Outside the United States Without Registration Under the Securities Act of 1933

Regulation S (17 CFR 230.901 through 905) addresses the extraterritorial application of the registration provisions of the Securities Act of 1933 (“Securities Act”). Regulation S sets forth a general statement of applicability of the registration provision, which provides that Section 5 of the Securities Act does not apply to offers or sales of securities that occur outside the United States. Regulation S also sets forth two safe harbor provisions. An offer or sale of securities that satisfies all of the applicable conditions of either safe harbor is deemed to be outside the United States, and thus not subject to the registration requirements of Section 5 of the Securities Act. The information collections in Regulation S are intended to ensure that offers and sales by persons relying on the safe harbors in the regulation occur outside the United States such that it is appropriate to exempt those offers and sales from Section 5 of the Securities Act.

The latest form for Regulation S - Rules Governing Offers and Sales Made Outside the United States Without Registration Under the Securities Act of 1933 expires 2029-07-31 and can be found here.