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Registration expenses clause: Copy, customize, and use instantly

Introduction

A registration expenses clause defines which party is responsible for covering the costs associated with registering securities, including filing fees, legal and accounting costs, and compliance expenses. It ensures clarity in financial obligations when securities are registered for public or private offerings. This clause is commonly found in shareholder agreements, investor rights agreements, and registration rights agreements.

Below are templates for registration expenses clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

Standard registration expenses clause

This clause assigns responsibility for covering registration-related costs.

The [Company] shall bear all Registration Expenses incurred in connection with any registration of securities under this Agreement, including but not limited to SEC filing fees, FINRA fees, listing fees, legal fees, accounting fees, and printing costs. The holders of the registered securities shall be responsible for any applicable underwriting discounts, commissions, or brokerage fees related to the sale of their securities.

Registration expenses clause with reimbursement provision

This version allows the company to seek reimbursement under certain conditions.

The [Company] shall bear all Registration Expenses; however, if the requesting security holders withdraw the registration request for reasons unrelated to the [Company’s] failure to comply with its obligations, such holders shall reimburse the [Company] for all reasonable expenses incurred up to the date of withdrawal.

This clause requires both parties to share expenses based on ownership percentage.

The [Company] and the holders of the registered securities shall share all Registration Expenses on a pro-rata basis, based on the number of securities being registered. The holders shall also bear any underwriting discounts, commissions, or other sale-related fees associated with their respective shares.

Registration expenses clause with cap on company expenses

This version limits the amount the company is required to pay for registration.

The [Company] shall bear all Registration Expenses incurred in connection with the registration of securities, provided that the total expenses paid by the [Company] shall not exceed [amount]. Any costs exceeding this amount shall be borne by the requesting holders in proportion to their securities being registered.

Registration expenses clause with exception for piggyback registrations

This clause ensures that holders pay their own expenses in piggyback registration scenarios.

The [Company] shall bear all Registration Expenses in connection with a registration initiated by the [Company] or security holders under this Agreement. However, in the case of a piggyback registration where holders elect to include their securities in an existing registration, such holders shall bear their pro-rata share of additional incremental expenses incurred as a result of their participation.

Registration expenses clause with reimbursement for abandoned registrations

This version allows the company to recover expenses if a registration is withdrawn.

The [Company] shall bear all Registration Expenses incurred in connection with any registration under this Agreement. However, if the registration is withdrawn at the request of the holders for reasons other than a material breach by the [Company], such holders shall reimburse the [Company] for all reasonable costs incurred.

Registration expenses clause with requirement for pre-approval of expenses

This clause requires expense approvals before incurring registration costs.

The [Company] shall bear all Registration Expenses associated with any registration under this Agreement. However, any expenses exceeding [amount] shall require the prior written approval of a majority of the holders participating in the registration.

Registration expenses clause with pass-through costs for late-stage changes

This version shifts certain expenses to holders if they make last-minute changes.

The [Company] shall bear all Registration Expenses related to any registration under this Agreement. However, if any holder requests material changes to the registration statement after it has been filed, such holder shall be responsible for any additional legal, accounting, or compliance costs incurred as a result of such changes.

Registration expenses clause with separate treatment for blue sky fees

This clause assigns responsibility for state securities law compliance costs separately.

The [Company] shall bear all Registration Expenses, including SEC and FINRA fees, legal and accounting fees, and listing expenses. Any fees required for compliance with state securities laws (“Blue Sky Fees”) shall be borne by the holders on a pro-rata basis based on the number of securities registered.

Registration expenses clause with contingency for unsuccessful registration

This version ensures expenses are handled differently if the registration fails.

The [Company] shall bear all Registration Expenses in connection with any registration under this Agreement. However, if the registration does not become effective due to reasons attributable solely to the holders, such holders shall reimburse the [Company] for [percentage]% of the expenses incurred.

Registration expenses clause with cost allocation based on securities sold

This clause allocates expenses based on the proportion of shares sold.

The [Company] shall bear all Registration Expenses incurred in connection with any registration under this Agreement. Upon completion of the sale of registered securities, the holders shall reimburse the [Company] for a portion of such expenses in proportion to the percentage of total registered shares sold by such holders.

Registration expenses clause with specified exclusions for holder expenses

This version clarifies which expenses are not covered by the company.

The [Company] shall bear all Registration Expenses related to the registration of securities under this Agreement, except for (i) underwriting discounts and commissions, (ii) transfer taxes, (iii) legal fees of counsel separately retained by the holders, and (iv) any other expenses specifically attributable to the sale of securities by the holders.

Registration expenses clause with limitation on frequency of covered expenses

This clause restricts the number of times the company covers registration costs.

The [Company] shall bear all Registration Expenses for up to [number] registrations requested by the holders under this Agreement. Any additional registrations requested by holders shall be at their sole expense unless otherwise agreed in writing.

Registration expenses clause with cap on reimbursable legal fees

This version limits the legal fees the company is required to cover.

The [Company] shall bear all Registration Expenses, including legal fees, provided that the total reimbursable legal expenses shall not exceed [amount] per registration. Any legal costs incurred beyond this amount shall be the responsibility of the holders.

Registration expenses clause with deferral of expenses until offering completion

This clause allows the company to defer expense payments until the offering closes.

The [Company] shall bear all Registration Expenses incurred in connection with the registration of securities under this Agreement. However, such expenses shall not be payable until the completion of the offering, and the [Company] reserves the right to deduct such expenses from the proceeds of the offering.

Registration expenses clause with waiver for de minimis sales

This version waives expenses for small-scale securities sales.

The [Company] shall bear all Registration Expenses in connection with any registration under this Agreement. However, holders selling less than [number] shares in an offering shall be responsible for their pro-rata share of the expenses incurred in relation to their sales.

Registration expenses clause with alternative funding mechanism

This clause allows the company to recover expenses through alternative funding sources.

The [Company] shall bear all Registration Expenses under this Agreement. However, the [Company] reserves the right to recover a portion of these expenses through an administrative fee charged to the holders, provided that such fee does not exceed [percentage]% of the offering proceeds.

Registration expenses clause with full reimbursement requirement for fraud

This version requires holders to cover costs if they misrepresent material information.

The [Company] shall bear all Registration Expenses, except that any holder who provides materially false or misleading information that results in the delay or rejection of a registration shall reimburse the [Company] for all costs incurred as a result of such misrepresentation.

Registration expenses clause with deadline for expense reimbursement

This clause sets a strict timeline for reimbursement if applicable.

The [Company] shall bear all Registration Expenses in connection with any registration under this Agreement. If holders are required to reimburse the [Company] for any portion of expenses, such reimbursement shall be made within [number] days of the written request from the [Company].

Registration expenses clause with obligation for holders to prepay certain costs

This version requires holders to prepay a portion of estimated expenses.

The [Company] shall bear all Registration Expenses under this Agreement. However, holders electing to participate in a registration shall prepay their estimated share of any expenses not covered by the [Company], with final reconciliation occurring upon completion of the offering.

Registration expenses clause with requirement for an expense budget

This clause mandates that an expense budget be established before incurring costs.

The [Company] shall bear all Registration Expenses under this Agreement, provided that an itemized budget is prepared and agreed upon by both the [Company] and the holders before incurring any such expenses.

Registration expenses clause with clawback for excessive or unauthorized costs

This version allows recovery of expenses if costs exceed reasonable limits.

The [Company] shall bear all Registration Expenses under this Agreement. However, if any expenses are deemed excessive, unreasonable, or unauthorized, the holders shall reimburse the [Company] for such excess costs upon written notice.

Registration expenses clause with indemnification for disputes over expenses

This clause provides indemnification if a party disputes payment responsibility.

The [Company] shall bear all Registration Expenses, except that any disputes arising over responsibility for specific expenses shall be subject to indemnification by the party found responsible under the terms of this Agreement.

Registration expenses clause with sunset provision on expense obligations

This version limits how long the company is required to cover expenses.

The [Company] shall bear all Registration Expenses for any registration initiated within [number] years from the Effective Date of this Agreement. After this period, holders shall be responsible for all expenses related to any subsequent registration.

Registration expenses clause with requirement for advance notice of expenses

This clause requires the company to notify holders before incurring major expenses.

The [Company] shall bear all Registration Expenses under this Agreement. However, any individual expense exceeding [amount] shall require at least [number] days’ prior notice to the holders, during which they may object or request a cost-sharing arrangement.

Registration expenses clause with percentage allocation for secondary offerings

This version requires different allocation rules for secondary sales.

The [Company] shall bear [percentage]% of the Registration Expenses for any primary offering and [percentage]% for any secondary offering initiated by holders. The remaining expenses for secondary offerings shall be borne by the selling holders.

Registration expenses clause with separate treatment for shelf registrations

This clause distinguishes between traditional and shelf registrations for cost allocation.

The [Company] shall bear all Registration Expenses related to any traditional registration. For shelf registrations, the [Company] shall bear the initial filing expenses, while holders shall be responsible for any additional expenses incurred in connection with subsequent takedowns.

Registration expenses clause with deadline for expense reimbursement requests

This version sets a time limit for reimbursement claims.

The [Company] shall bear all Registration Expenses. Any requests for reimbursement from holders or third parties must be submitted in writing within [number] days after the registration is completed. Any claims submitted after this deadline shall be deemed waived.

Registration expenses clause with cap on total expenses covered per registration

This clause limits the maximum amount the company will pay for each registration.

The [Company] shall bear all Registration Expenses, provided that the total expenses covered for any single registration shall not exceed [amount]. Any expenses beyond this amount shall be allocated among the holders based on their pro-rata ownership.

Registration expenses clause with different cost structures for primary vs. secondary offerings

This version sets distinct cost structures based on the type of offering.

The [Company] shall bear [percentage]% of the Registration Expenses for any primary offering and [percentage]% for any secondary offering initiated by holders. Any additional costs incurred for secondary offerings shall be allocated among the selling holders.

Registration expenses clause with reimbursement upon cancellation by holders

This clause allows the company to seek reimbursement if holders cancel the registration.

The [Company] shall bear all Registration Expenses; however, if the requesting holders elect to withdraw or cancel a registration for reasons unrelated to the [Company], such holders shall reimburse the [Company] for their pro-rata share of all expenses incurred up to the date of cancellation.

Registration expenses clause with quarterly reporting requirement

This version requires the company to provide updates on expenses.

The [Company] shall bear all Registration Expenses and provide quarterly reports detailing all expenses incurred in connection with any ongoing registration process. Holders may request a review of such expenses within [number] days of receiving the report.

Registration expenses clause with allocation based on percentage of offering proceeds

This clause ensures that holders reimburse expenses based on their share of sales proceeds.

The [Company] shall bear all Registration Expenses; however, upon completion of the sale of registered securities, holders shall reimburse the [Company] for a portion of such expenses in proportion to the percentage of total offering proceeds received by each holder.

This version restricts the company from incurring large expenses without approval.

The [Company] shall bear all Registration Expenses, provided that any individual expense exceeding [amount] shall require prior written approval from a majority of the holders participating in the registration.

Registration expenses clause with immediate reimbursement for misrepresentation

This clause shifts responsibility for costs if holders provide incorrect information.

The [Company] shall bear all Registration Expenses. However, if any holder provides inaccurate or misleading information that results in the rejection, delay, or restatement of a registration statement, such holder shall immediately reimburse the [Company] for all additional costs incurred as a result.

Registration expenses clause with setoff rights for unpaid holder expenses

This version allows the company to deduct unpaid expenses from offering proceeds.

The [Company] shall bear all Registration Expenses; however, if any holder fails to reimburse its share of expenses as required under this Agreement, the [Company] shall have the right to withhold such amounts from the holder’s portion of the offering proceeds.

Registration expenses clause with fee waiver for key investors

This clause allows certain investors to be exempt from expense-sharing obligations.

The [Company] shall bear all Registration Expenses. However, any investor holding more than [percentage]% of the [Company’s] outstanding securities shall be exempt from any cost-sharing obligations that might otherwise apply under this Agreement.

Registration expenses clause with pass-through of extraordinary costs

This version shifts certain expenses to holders if they are beyond normal costs.

The [Company] shall bear all ordinary Registration Expenses. However, any extraordinary costs, including emergency regulatory filings, litigation-related expenses, or last-minute modifications requested by holders, shall be borne by the holders on a pro-rata basis.

Registration expenses clause with obligation to notify holders before exceeding cost thresholds

This clause requires the company to inform holders before exceeding a set expense level.

The [Company] shall bear all Registration Expenses up to a total of [amount]. If total expenses exceed this amount, the [Company] shall notify the holders in writing before incurring additional costs, and holders may opt to contribute or withdraw from the registration.

Registration expenses clause with sunset period on reimbursement obligations

This version limits how long holders can be asked to reimburse expenses.

The [Company] shall bear all Registration Expenses; however, any reimbursement obligations placed on holders shall expire [number] months after the completion of the registration. Any expense claims made after this period shall not be recoverable.

Registration expenses clause with alternative funding source provision

This clause allows the company to recover registration expenses from alternative sources.

The [Company] shall bear all Registration Expenses but reserves the right to recover such expenses from alternative sources, including administrative fees deducted from offering proceeds, expense-sharing arrangements with underwriters, or corporate cost-sharing agreements.

Registration expenses clause with clawback for canceled post-registration sales

This version allows the company to recover costs if holders do not complete expected sales.

The [Company] shall bear all Registration Expenses. However, if holders register securities but do not complete a sale within [number] days of the effective date, the [Company] shall have the right to recover a portion of such expenses from the non-selling holders.

This clause adjusts expense allocation based on offering completion results.

The [Company] shall bear all Registration Expenses but reserves the right to allocate a portion of such expenses to holders if less than [percentage]% of the registered securities are sold within [number] days after the registration becomes effective.

Registration expenses clause with carve-out for company-requested withdrawals

This version protects holders from reimbursement obligations if the company cancels the registration.

The [Company] shall bear all Registration Expenses. If the [Company] elects to withdraw a registration for its own reasons, holders shall not be required to reimburse any portion of the incurred expenses.

Registration expenses clause with security interest for outstanding expense obligations

This clause grants the company a security interest if holders fail to reimburse expenses.

The [Company] shall bear all Registration Expenses. However, if any reimbursement obligation arises under this Agreement and remains unpaid for more than [number] days, the [Company] shall have a security interest in the registered securities to secure repayment.

Registration expenses clause with cap on legal expenses for each holder

This version limits the legal costs that can be reimbursed for each individual holder.

The [Company] shall bear all Registration Expenses, provided that legal expenses reimbursed for any single holder shall not exceed [amount]. Any additional legal costs shall be borne by the respective holder.

Registration expenses clause with multiple tiers of reimbursement

This clause creates a tiered structure for expense reimbursement based on registration type.

The [Company] shall bear all Registration Expenses, with reimbursement obligations for holders as follows: (i) no reimbursement required for company-initiated primary offerings, (ii) holders responsible for [percentage]% of expenses in secondary offerings, and (iii) holders responsible for all expenses in shelf registrations extending beyond [number] years.

Registration expenses clause with retention of funds for future registration expenses

This version allows the company to retain a portion of proceeds for future costs.

The [Company] shall bear all Registration Expenses. However, it may retain up to [percentage]% of offering proceeds to cover anticipated future registration expenses related to subsequent offerings.

Registration expenses clause with pass-through of penalties for late filings

This clause shifts responsibility for penalties incurred due to holder delays.

The [Company] shall bear all Registration Expenses. However, if penalties or late fees are incurred due to the failure of holders to provide required information in a timely manner, such penalties shall be passed through to the responsible holders.

This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.

Last updated 12 Mar 2025