What is Form S-11? SEC real estate/REIT filing
What is Form S-11? Form S-11 is the registration statement a company files with the US Securities and Exchange Commission (SEC) to register securities of real estate investment trusts (REITs) and other real estate companies under the Securities Act of 1933. It is the property-focused counterpart to the general S-1, prescribed by 17 CFR 239.18. A REIT going public, or a real estate company raising public capital, files a Form S-11 on SEC EDGAR. It is not investment advice.
Definition
Form S-11
is the SEC registration statement for securities of REITs and companies whose business is primarily acquiring and holding real estate for investment. It registers those securities under the Securities Act of 1933 and is prescribed by 17 CFR 239.18. Source: SEC.
Who files a Form S-11?
Two kinds of issuer: real estate investment trusts, and other companies whose business is primarily acquiring and holding real estate, or interests in real estate, for investment. For a REIT coming to public markets, the S-11 is the form that carries the offering and the property disclosure that a real estate business needs to show.
What can Form S-11 not be used for?
The form has clear limits.
| Allowed on Form S-11 | Not allowed on Form S-11 |
|---|---|
| REIT securities | Registered investment company securities |
| Real estate company securities | Asset-backed securities |
An issuer that is an investment company registered under the Investment Company Act of 1940 cannot use Form S-11, and neither can an offering of asset-backed securities. Those routes use their own forms.
17 CFR 239.18
The rule prescribing Form S-11 for REIT and real estate company registrations
Source: SEC
How does it compare to an S-1?
The S-1 is the general registration statement any public offering can use. Form S-11 is the specialised version for REITs and real estate companies, tailored to property disclosure. Both register securities under the Securities Act of 1933, both live on EDGAR, and both need the SEC to declare them effective before sales begin.
Where Form S-11 fits
Form S-11 sits in the REIT corner of the filing map. Pair it with what is a REIT for the vehicle itself, and REIT vs InvIT for the India comparison. To find any US registration on the system, see how to search SEC EDGAR.
Flock reads disclosure filings and keeps each one dated and linked to its source. What any of it means for your money is your call to make.
Frequently asked questions
Who files a Form S-11?
Real estate investment trusts (REITs) and other companies whose business is primarily acquiring and holding real estate or interests in real estate for investment. They use Form S-11 to register securities under the Securities Act of 1933. Source: SEC, 17 CFR 239.18.
How is Form S-11 different from Form S-1?
Form S-1 is the general registration statement for a public offering. Form S-11 is the specialised version for REITs and real estate companies, tailored to the property disclosure those issuers need. Both register securities under the Securities Act of 1933. Source: SEC.
Can a registered fund use Form S-11?
No. Form S-11 cannot be used by an issuer that is an investment company registered or required to register under the Investment Company Act of 1940, and it cannot be used for an offering of asset-backed securities. Source: SEC, 17 CFR 239.18.
Where is a Form S-11 filed?
On the SEC's EDGAR system, where it is free to read. Amendments appear as S-11/A, and the offering can begin only once the SEC declares the registration statement effective. Source: SEC EDGAR.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.