Purpose:
- SEC Form 15F-12G is filed by foreign private issuers to terminate the registration of their securities under Section 12(g) of the Securities Exchange Act of 1934.
- This form is used when a foreign company no longer wishes to have its securities registered with the SEC, particularly if it no longer meets the U.S. investor threshold.
- By filing Form 15F-12G, the company effectively ends its obligation to comply with SEC reporting requirements under Section 12(g), including periodic filings such as Forms 10-K, 10-Q, and 8-K.
Filing Requirement:
- Foreign private issuers may file Form 15F-12G when they meet specific criteria, which usually involve the number of U.S. shareholders:The company must have fewer than 300 U.S. resident shareholders of record.Alternatively, the form can be filed if U.S. shareholders represent less than 5% of the total worldwide holders of the class of securities.
- The company must have fewer than 300 U.S. resident shareholders of record.
- Alternatively, the form can be filed if U.S. shareholders represent less than 5% of the total worldwide holders of the class of securities.
- Companies often choose to file this form to reduce their regulatory burden and compliance costs, particularly when their shareholder base in the U.S. has become insignificant.
Process:
- Filing Deadline: Foreign companies can file Form 15F-12G once they meet the deregistration criteria. After filing, the company’s reporting obligations under Section 12(g) are immediately suspended unless the SEC raises objections.
- Form Contents: The form must include information about the foreign issuer, the securities being deregistered, and a certification that the company meets the requirements for termination of registration under Section 12(g).
- Termination of Reporting Obligations: Upon successful filing, the company is no longer required to submit periodic SEC filings such as the 10-K, 10-Q, or proxy statements, thus ceasing its U.S. reporting obligations.
Importance for Companies:
- Cost Savings and Regulatory Relief: Filing Form 15F-12G allows foreign companies to significantly reduce the administrative and financial costs associated with SEC reporting and compliance.
- Focus on Non-U.S. Markets: By deregistering, companies can focus their efforts on regulatory compliance and business operations in their primary markets, rather than on U.S. securities regulations.
- Simplified Operations: Terminating SEC reporting obligations simplifies corporate operations, particularly for foreign companies with limited U.S. investor presence, freeing up resources for other strategic priorities.
Conclusion
SEC Form 15F-12G is a key filing for foreign private issuers seeking to terminate the registration of their securities under Section 12(g) of the Securities Exchange Act. By filing this form, companies can eliminate their U.S. reporting obligations and reduce regulatory compliance costs.