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SEC Form 6-K
( Report of Foreign Private Issuer Pursuant to Rule 13s-16
OR 15d-16 Under The Securities Act of 1933 )
by Nanuk Warman, CPA, CMA, CFA
Updated April 26th, 2022
The following is a general overview of SEC Form 6-K and is not legal or business advice, and nor should you consider it as such. Requirements for Reglation A semi-annual reports differ from case to case. You should not act upon any information shared in this article without seeking professional advice from a licensed lawyer and/or accounting professional directly hired by you. If you need help preparing or filing a Form 6-K, please contact us here.
SEC EDGAR Reporting Requirements For Foreign Private Issuers
SEC reporting requirements for companies domiciled outside of the United States are limited to two basic financial reporting requirements:
Annual Reports (that include audited financial statements as per SEC Form 10-K) and...
A periodic "Report of Foreign Private Issuer" filings, also known as a 6-K.
A 6-K is essentially a cover page attached to any filing considered "of material relevance" to a foreign private issuer who's securities are available to US investors.
For example, a foreign private issuer must file a Form 6-K regarding any material change relevant to the company that's related to:
The nature of the business
The nature of the securities
Managment personnel or control person
Auditors or accountants
Lawsuits or material legal issues
Bankruptcy or receivership proceedings
Any filing that a foreign issuer makes with regulators in their domiciled place of business
See a list of 6K filing codes here>>
6-K reports are not actually "filed".
Because the documents a foreign issuer submits to the SEC are normally copies of reports they have already filed with regulators in their domiciled country.
As such, the SEC deems 6-K reports as 'furnished' rather than filed, as the documents submitted are not considered originals.
That, however, is good news for a foreign issuer, because it allows them to submit financial statements in accordance with accounting standards in their home jurisdiction, and relieves them from the burden of 'double reporting' (i.e., filing in Europe under IFRS standards, rather than filing in the U.S. under GAAP).
All documents attached to a 6-K filing must be translated into English and submitted to the SEC using the EDGAR filing system.
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The entire purpose of filing a 6-K on EDGAR is to provide transparency to U.S. investors and allow them the documents to be viewed online by the public.
Foreign private issuers offering securities to U.S. investors must disclose to the SEC any kind of material change to their business using a Form 6-K.
Rules allow foreign issuers to report financial statements according to the accounting standards of their domiciled country, and eliminate the burden of 'double-reporting'.
All documents accompanying a 6-K must be translated into English.
Note: It is important that foreign issuers consult with an attorney or accountant who specializes in US securities before filing.
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