Unregistered shares

Also called: unregistered securities

In one line

Shares that haven't been registered with the securities regulator, so they can only be sold under specific exemptions.

In plain English

Private-company shares aren't registered with the SEC, so selling them relies on exemptions like Reg D and Rule 144. That's what limits your buyers and timing.

If you were explaining it to a 5-year-old

Toys that aren't allowed in the big public shop yet, so you can only sell them in special, rule-bound ways.

Why it matters when you sell

Being unregistered is the core legal reason private shares are hard to sell — it dictates the whole secondary process.

Put it to use

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Sources

Primary references for this term: US SEC / Investor.gov, IRS (US tax). Our definitions are written in plain English and kept evergreen — see the glossary methodology. General information, not advice.

Educational information only — not financial, tax or legal advice, and not an offer to buy or sell any security. Definitions are general; your own documents and local law govern your situation. PrivateTechShares is independent and not a broker or marketplace.

Unregistered shares

Related terms

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