A type of incorporation that takes place when disclosure in a certain filed document is deemed to be included in another document. Incorporation by reference is an essential element in to the SEC’s integrated disclosure framework, which was introduced in the early 1980s. Under this regime, public disclosures do not necessarily need to be made in each disclosure document. A Form S-3 or Form F-3 allows a company to “incorporate by reference” the disclosure from its current and future regulatory reports to meet the disclosure requirements of the form.

Reporting companies that are current in their reporting obligations were also allowed to incorporate by reference into their Form S-1 or Form F-1 information from their previously filed (but not future) regulatory reports. Under Form S-1, smaller reporting companies can also incorporate by reference their filings made after the Form S-1 became effective.

Exchange rules and regulations usually restrict the way “incorporation by reference” can be applied.