Purpose:
- SEC Form 15F-12B is filed by foreign private issuers to terminate the registration of their securities under Section 12(b) of the Securities Exchange Act of 1934.
- This form is used when a foreign company no longer wishes to maintain a listing of its securities on a U.S. national securities exchange, such as the New York Stock Exchange (NYSE) or NASDAQ.
- By filing Form 15F-12B, a foreign issuer ceases its obligation to comply with U.S. reporting requirements under the Exchange Act, including filing forms like the 10-K, 10-Q, and 8-K, and other public disclosures.
Filing Requirement:
- Foreign private issuers can file Form 15F-12B when they meet specific criteria to terminate their SEC registration:The company must demonstrate that its securities are held by a limited number of U.S. shareholders, typically fewer than 300 record holders in the United States.The issuer must also certify that it meets the regulatory requirements for delisting its securities and explain that it no longer needs to comply with U.S. securities laws.
- The company must demonstrate that its securities are held by a limited number of U.S. shareholders, typically fewer than 300 record holders in the United States.
- The issuer must also certify that it meets the regulatory requirements for delisting its securities and explain that it no longer needs to comply with U.S. securities laws.
- Companies often file this form as part of a strategy to reduce regulatory costs, go private, or focus on their primary markets outside the United States.
Process:
- Filing Deadline: The company can file Form 15F-12B once it meets the eligibility criteria for deregistration under Section 12(b). Upon filing, the company's reporting obligations are suspended unless the SEC objects.
- Form Contents: The filing includes information about the foreign issuer, the securities being deregistered, and a certification that the issuer meets the conditions for terminating its registration under Section 12(b).
- Termination of Reporting Obligations: Upon approval of the form, the foreign issuer is no longer required to submit SEC reports, such as Forms 10-K and 10-Q, and is relieved of ongoing U.S. regulatory requirements.
Importance for Companies:
- Regulatory and Cost Reduction: Filing Form 15F-12B allows foreign issuers to reduce the significant costs and burdens associated with U.S. regulatory compliance, including filing financial reports and adhering to SEC rules.
- Focus on Local Markets: Terminating the registration of securities in the U.S. enables foreign companies to focus on their primary markets and regulatory requirements, often simplifying their corporate operations.
- Strategic Flexibility: Foreign private issuers may use Form 15F-12B to delist from U.S. exchanges as part of a broader corporate strategy, such as restructuring, going private, or limiting exposure to U.S. markets.
Conclusion
SEC Form 15F-12B is a crucial tool for foreign private issuers seeking to terminate the registration of their securities under Section 12(b) of the Securities Exchange Act. By filing this form, companies can eliminate their U.S. reporting obligations, reduce costs, and streamline their regulatory commitments.