---
title: "List who signed a registration statement against the section 11 categories"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/build-the-issuer-capacity-and-authorisation-record-for-a-note-or-hybrid/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-X20260927-6-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# List who signed a registration statement against the section 11 categories

> List each person who signed, each director or partner the file names at filing, each person the file says is named with consent as about to become a director or partner, each expert the file says is named with consent,…

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/build-the-issuer-capacity-and-authorisation-record-for-a-note-or-hybrid/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Capital Markets & Securities — ECM/DCM and Disclosure](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | List each person who signed, each director or partner the file names at filing, each person the file says is named with consent as about to become a director or partner, each expert the file says is named with consent, and each person the file calls an underwriter. Write no signature block and no capacity opinion. |
| What the lawyer must review | You decide who must sign and whether the issuer had corporate authority. State corporate law was not opened. Section 11 of the Securities Act (15 U.S.C. § 77k(a)) provides that if any part of the registration statement, when that part became effective, contained an untrue statement of a material fact or omitted a material fact required to be stated or necessary to make the statements not misleading, a person acquiring the security who did not know of the untruth or omission may sue every person who signed the registration statement; every person who was a director, or who performed similar functions, or a partner in the issuer at the time of the filing of that part; every person who, with consent, is named as being or about to become a director, a person performing similar functions, or a partner; every accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by that person, who has with consent been named as having prepared or certified any part of the registration statement, or any report or valuation used in connection with it, with respect to that statement, report, or valuation; and every underwriter with respect to the security. The list matches names in the file to those categories. It does not decide authority under the law of the state of incorporation. ABA Formal Opinion 512 requires independent verification of the list. |
| Written for | United States |
| Applies to | [Build the issuer capacity and authorisation record for a note or hybrid issue](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/build-the-issuer-capacity-and-authorisation-record-for-a-note-or-hybrid.md) |

## Checking plan

- What the AI does: List each person who signed, each director or partner the file names at filing, each person the file says is named with consent as about to become a director or partner, each expert the file says is named with consent, and each person the file calls an underwriter. Write no signature block and no capacity opinion.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- After an earning statement covering at least twelve months beginning after effectiveness has been made generally available, § 77k(a) conditions recovery on proof of reliance. This list is not that proof.
- Do not treat an Australian director's resolution as a signature on a Securities Act registration statement.

## Sources

- [15 U.S.C. § 77k, civil liabilities on account of a false registration statement (Securities Act § 11)](https://www.law.cornell.edu/uscode/text/15/77k) (checked 2026-10-22)
- [15 U.S.C. § 77e, prohibitions relating to interstate commerce and the mails (Securities Act § 5)](https://www.law.cornell.edu/uscode/text/15/77e) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*