Purpose:
- SEC Form 15F-15D is filed by foreign private issuers to terminate or suspend their reporting obligations under Section 15(d) of the Securities Exchange Act of 1934.
- This form is used when a foreign company no longer meets the requirements for mandatory reporting of securities issued in the U.S., typically due to a reduction in the number of U.S. investors holding its debt or equity securities.
- By filing Form 15F-15D, the company can cease filing periodic reports such as the 10-K, 10-Q, and 8-K, thereby relieving itself of the compliance burden associated with U.S. securities regulations.
Filing Requirement:
- A foreign private issuer may file Form 15F-15D when it meets the following conditions:The class of securities is held by fewer than 300 U.S. record holders.Alternatively, the form can be filed if the company’s U.S. security holders constitute a small percentage of its worldwide investors, typically less than 5%.
- The class of securities is held by fewer than 300 U.S. record holders.
- Alternatively, the form can be filed if the company’s U.S. security holders constitute a small percentage of its worldwide investors, typically less than 5%.
- This form is frequently filed by foreign companies that issue securities in the U.S. but later find that their U.S. investor base has diminished, making compliance with U.S. reporting requirements less necessary.
Process:
- Filing Deadline: Foreign issuers can file Form 15F-15D at any time after determining that they meet the eligibility criteria for suspending their reporting obligations under Section 15(d).
- Form Contents: The form includes information about the issuer, the class of securities involved, and a certification that the company meets the threshold requirements for suspension of reporting under Section 15(d).
- Effectiveness of Termination: Upon filing, the company's reporting obligations are immediately suspended unless the SEC raises objections. If successful, the issuer is no longer required to submit periodic reports like the 10-K, 10-Q, and proxy statements.
Importance for Companies:
- Cost Reduction: Filing SEC Form 15F-15D allows foreign companies to eliminate the time-consuming and costly task of filing periodic SEC reports, which can be a significant burden for companies with a small U.S. investor base.
- Focus on Core Markets: By suspending U.S. reporting obligations, foreign companies can streamline their operations and focus on compliance with regulations in their primary markets, freeing up resources for other strategic priorities.
- Regulatory Relief: The termination of reporting obligations reduces the complexity of corporate governance and financial disclosures for companies with minimal U.S. investor exposure, making operations more efficient.
Conclusion
SEC Form 15F-15D is an essential tool for foreign private issuers seeking to terminate or suspend their reporting obligations under Section 15(d) of the Securities Exchange Act. By filing this form, companies can reduce compliance costs and eliminate their U.S. reporting requirements, particularly when their U.S. investor base has diminished.