---
title: "Prepare Item 105 risk factors on artificial intelligence for a registration statement"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/prepare-an-ai-risk-factor-section-for-an-offer-document/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-B6-4-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "red"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Prepare Item 105 risk factors on artificial intelligence for a registration statement

> List verified facts about the registrant's systems, vendors and incidents, and comment on which facts are generic. Write no risk-factor sentence.

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/prepare-an-ai-risk-factor-section-for-an-offer-document/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 | Red: Lawyer writes; AI may check, clarify or collect data |
| How AI is used | List verified facts about the registrant's systems, vendors and incidents, and comment on which facts are generic. Write no risk-factor sentence. |
| What the lawyer must review | Item 105 of Regulation S-K (17 CFR § 229.105) requires, where appropriate, a discussion under the caption Risk Factors of the material factors that make an investment speculative or risky. Each risk factor needs a subcaption that describes the risk. Generic risks, if used, go at the end under General Risk Factors. The discussion must explain how each risk affects the registrant or the securities, in plain English. If it is longer than 15 pages, the forepart of the prospectus needs a summary of no more than two pages. In a registration statement the risk factors follow the Item 503 summary, or the cover page if there is no summary. Securities Act § 11 applies to an untrue statement or omission in the registration statement when that part became effective. You write every risk factor that is filed. |
| Written for | United States |
| Applies to | [Prepare an AI risk-factor section for an offer document](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/prepare-an-ai-risk-factor-section-for-an-offer-document.md) |

## Checking plan

- What the AI does: List verified facts about the registrant's systems, vendors and incidents, and comment on which facts are generic. Write no risk-factor sentence.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Item 105 discourages risks that could apply to any registrant. A generic AI paragraph at the top of the section does not meet the rule.
- Plain English is required. See Rule 421(d), cited in Item 105, before filing.

## Sources

- [17 CFR § 229.105 (Item 105) Risk factors](https://www.law.cornell.edu/cfr/text/17/229.105) (checked 2026-10-22)
- [15 U.S.C. § 77k, civil liabilities on account of a false registration statement](https://www.law.cornell.edu/uscode/text/15/77k) (checked 2026-10-22)
- [SEC press release 2024-36, false statements about artificial intelligence (18 March 2024)](https://www.sec.gov/newsroom/press-releases/2024-36) (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.*