# ASC 825-20-05: Financial Instruments — Registration Payment Arrangements — 05 Overview and Background

Source: FASB Accounting Standards Codification, Basic View

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## ASC 825-20-05: 05 Overview and Background

[Read section](https://asc.understandingaccounting.org/asc/825/20/#05-overview-and-background)

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##### [825-20-05-1](https://asc.understandingaccounting.org/asc/825/20/#825-20-05-1)

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An entity may issue financial instruments (for example, equity shares, warrants, or debt instruments) that are subject to a [registration payment arrangement](https://asc.understandingaccounting.org/glossary/r/#registration-payment-arrangement "An arrangement with both of the following characteristics: It specifies that the issuer will endeavor to do either of the following: File a registration statement for the resale of specified financial instruments and/or for the resale of equity shares that are issuable upon exercise or conversion of specified financial instruments and for that registration statement to be declared effective by the U.S. Securities and Exchange Commission (SEC) (or other applicable securities regulator if the registration statement will be filed in a foreign jurisdiction) within a specified grace period Maintain the effectiveness of the registration statement for a specified period of time (or in perpetuity). It requires the issuer to transfer consideration to the counterparty if the registration statement for the resale of the financial instrument or instruments subject to the arrangement is not declared effective or if effectiveness of the registration statement is not maintained. That consideration may be payable in a lump sum or it may be payable periodically, and the form of the consideration may vary. For example, the consideration may be in the form of cash, equity instruments, or adjustments to the terms of the financial instrument or instruments that are subject to the registration payment arrangement (such as an increased interest rate on a debt instrument)."). This Subtopic provides guidance related to such arrangements.
