DEFINITION of 'Quiet Filing'

Quiet filing is the name given to an initial public offering (IPO) filing where some important details are intentionally excluded because they are not completely known at the time. A quiet filing is sent to the Securities and Exchange Commission (SEC) in order to begin the process of issuing a new security, with other required details submitted later via amendments. This filing process generally takes longer than the conventional one in which all information is presented at once.

BREAKING DOWN 'Quiet Filing'

A company may want to engage in a quiet filing procedure to get the ball rolling towards an IPO. The first filing is SEC Form S-1, but this form will contain conspicuous notes to investors that the prospectus is incomplete and other details may be subject to change. Subsequent to this initial filing will be one or more documents known as SEC Form S-1/A, with "A" denoting an amendment. The amendment(s) will have the key information not provided in the first registration document. The information could be performance results from the latest fiscal year; a section of management discussion and analysis (MD&A); update on major litigation; changes in executive management or members of the Board of Directors; or any other material disclosure required in an IPO filing.

From Quiet Filing to IPO Date

A company that chooses the quiet filing method has a balancing act to perform. Its reason to omit material information may be perfectly valid (e.g., it needs additional time to make sure all important details are accurate), but it should not let too much time pass before it provides the information to the public. The risk is that investors could perceive that the company does not have a good handle on its business operations or accounting procedures; in the worst case, investors may begin to mistrust the company's information by the time the IPO date arrives. If that's the case, the IPO is not likely to be well-received by the market. Thus, a quiet filing should be followed up with amendment filings within a reasonable time frame. The underwriter of the IPO will guide the client.

  1. SEC POS AM Filing

    An SEC POS AM filing is one that is made by companies that have ...
  2. IRS Publication 501

    A document published by the Internal Revenue Service that covers ...
  3. Amended Return

    An amended return is a return filed in order to make corrections ...
  4. SEC Form AW

    SEC Form AW is a form that must be filed with the Securities ...
  5. SEC Form T-4

    SEC Form T-4 is an application for exemption from certain sections ...
  6. Form 4

    Form 4 is a document that must be filed with the Securities and ...
Related Articles
  1. Investing

    Understanding The Top SEC filing forms

    It's easier than ever to keep track of your SEC filing status online.
  2. Taxes

    Made a Mistake? How to File an Amended Tax Return

    You can always file an amended return. And the sooner you do it, the better.
  3. Investing

    Using Public SEC Filings To Analyze Companies

    Reports from the Securities and Exchange Commission provide investors with an edge in determining the investment value of companies. Learn what to look for in these financial reports.
  4. Personal Finance

    Newlyweds? Tips For Filing Your Tax Return

    For many couples, it pays to file for taxes together. But what are some of the obstacles you should watch out for?
  5. Taxes

    Is Filing an Early Tax Return a Good Idea?

    Filing an early tax return makes sense if you are receiving a refund, but what if you owe tax? There are more reasons to file early than just a refund.
  6. Taxes

    What To Do If You Filed Your Taxes Late

    What happens if you missed this year's April 17 deadline?
  7. Taxes

    Seven Deadly Sins to Avoid During Tax Season

    Make sure your tax return is error-free before filing with these seven tips.
  8. Personal Finance

    Policing The Securities Market: An Overview Of The SEC

    Find out how this regulatory body protects the rights of investors.
  9. Taxes

    How to File a Tax Extension

    Learn the process you need to follow to get an extra six months to file your tax return.
  10. Taxes

    Tax Tips For First-Time Filers

    Here is a quick rundown on what you need to know if you're filing your taxes for the first time.
Trading Center