---
title: "Check a Form S-3 registration against the registrant and transaction tests"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/check-a-transaction-specific-prospectus-against-the-continuously-quoted/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-MO20261022-7-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check a Form S-3 registration against the registrant and transaction tests

> The tool lists the facts relevant to organization and principal business, Exchange Act registration or reporting, the twelve-calendar-month filing history, timely reports, and any dividend, sinking-fund,…

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/check-a-transaction-specific-prospectus-against-the-continuously-quoted/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 | The tool lists the facts relevant to organization and principal business, Exchange Act registration or reporting, the twelve-calendar-month filing history, timely reports, and any dividend, sinking-fund, borrowed-money, or long-term-lease default since the last certified financial statements. It lists which paragraph (b) transaction the lawyer is testing. It does not decide that Form S-3 is available and it does not write prospectus text. |
| What the lawyer must review | 17 CFR § 239.13 and 17 CFR § 230.411. Section 239.13 says a registrant that meets paragraph (a) may use Form S-3 for a transaction specified in paragraph (b), if the requirement applicable to that transaction is met. Paragraph (a) requires, among other conditions, that the registrant be organized under the laws of the United States or any State or Territory or the District of Columbia and have its principal business operations in the United States or its territories; that it have a class registered under section 12(b) or a class of equity securities registered under section 12(g), or be required to file reports under section 15(d); that it have been subject to section 12 or 15(d) and have filed all the material required under sections 13, 14, or 15(d) for at least twelve calendar months; that it have filed in a timely manner the reports required during the twelve calendar months and any portion of a month immediately preceding the filing, other than a report required solely under stated Form 8-K items; and that neither the registrant nor its subsidiaries have, since the end of the last fiscal year for which certified financial statements were included, failed to pay a dividend or sinking-fund installment on preferred stock or defaulted in a way that is material on indebtedness for borrowed money or on a rental on one or more long-term leases. A foreign issuer other than a foreign government that meets the other registrant conditions is deemed to meet them if it files the same Exchange Act reports as a domestic registrant. Paragraph (b) includes primary and secondary offerings for cash where the aggregate market value of the voting and non-voting common equity held by non-affiliates is $75 million or more; primary offerings of non-convertible securities other than common equity on the tests in paragraph (b)(2); specified secondary offerings; and the rights, dividend or interest reinvestment, and conversion, warrant, and option transactions in paragraph (b)(4). Paragraphs (c) and (d) are further checks where the registrant is a majority-owned subsidiary or a well-known seasoned issuer. Rule 411(a) provides that, except as that section, Item 1100(c) of Regulation AB, or the appropriate form provides, information must not be incorporated by reference into the prospectus. The lawyer decides whether Form S-3 is available. |
| Written for | United States |
| Applies to | [Check a transaction-specific prospectus against the continuously quoted content rules](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/check-a-transaction-specific-prospectus-against-the-continuously-quoted.md) |

## Checking plan

- What the AI does: The tool lists the facts relevant to organization and principal business, Exchange Act registration or reporting, the twelve-calendar-month filing history, timely reports, and any dividend, sinking-fund, borrowed-money, or long-term-lease default since the last certified financial statements. It lists which paragraph (b) transaction the lawyer is testing. It does not decide that Form S-3 is available and it does not write prospectus text.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- The tool does not decide eligibility. The $75 million test in paragraph (b)(1) is computed, under the instruction, by a price within 60 days before filing. The lawyer makes that computation.
- Paragraphs (c) and (d) are separate. The tool does not treat a subsidiary or a well-known seasoned issuer as eligible on the paragraph (a) list alone.
- Item 12 legend text on Form S-3 was not confirmed in the form pages that were opened. The tool does not supply that legend.

## Sources

- [17 CFR § 239.13, Form S-3](https://www.law.cornell.edu/cfr/text/17/239.13) (checked 2026-10-22)
- [17 CFR § 230.411, Incorporation by reference](https://www.law.cornell.edu/cfr/text/17/230.411) (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.*