SEC Increases Registration Fees for Fiscal Year 2013

SEC Increases Registration Fees for Fiscal Year 2013

Blog The Road to IPO: Legal and Regulatory Insights into Going Public

For the fifth time in the last six fiscal years, the SEC has increased the registration fee rate for IPOs and other securities offerings. The fiscal year 2013 rate of $136.40 per million dollars registered is four and a half times greater than the fiscal year 2007 rate of $30.70.

A registration fee must be paid upon the filing of any registration statement with the SEC (including a Form S-1 for an IPO) and upon the filing of any subsequent amendment registering additional securities. The fee is based on the estimated maximum dollar amount of the offering, including the shares subject to the over-allotment option. No registration fee is paid upon the submission by an emerging growth company of a draft Form S-1 for confidential SEC review; the fee is paid upon the first public filing of the Form S-1.

The fee is calculated by applying the SEC's registration fee rate—expressed as a fixed dollar amount per million dollars registered—to the estimated maximum dollar amount of the offering. The rate is set by the SEC each fiscal year in accordance with federal legislation and is based in part on the anticipated volume of securities registrations in the upcoming fiscal year. The SEC is required to determine and announce the rate each year by August 31, which then becomes effective on October 1. On August 31, 2012, the SEC announced that the rate will increase to $136.40 per million dollars registered for fiscal year 2013 (beginning October 1, 2012) from $114.60 per million dollars registered in fiscal year 2012. For a typical IPO raising $100 million, this will increase the SEC registration fee from $11,460 to $13,640.