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Form 15-F
A Foreign Issuer's Termination Of Registration

( Or It's Termination Of The Duty To File Reports )

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by Nanuk Warman, CPA, CMA, CFA

Updated April 26th, 2022

The following is a general overview of SEC Form 15-F, and is not legal advice. Form 15-F reporting requirements may differ from filing to filing, and this article may or may not be applicable to you. If you need assistance with SEC compliance and/or regulatory financial filings, please contact us here.

Termination Of Registration Status, Or Suspension Of Duty To File Reports

Click here to read What Is An SEC Form 15-F ? >>

Again...this should come down to 3 Things Every Foreign Issuer should consider

I think what this needs is a "5 Things You Should Know Before Filing a Form 15 Nanuk must have some input on this.  DO WE NEED TO FILE FORM 25 AFTER THIS?

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REPORTING & CFO

Customize Your Own 

SEC Filing Calendar

Set it and forget it: Plug in your 

own Year End dates & Get

Automatic Reminders

(Maybe we should have an 

auto-reminder service)

In this article we'll discuss the different reasons why a foreign issuer may no longer wish to remain a public...or what they have to do in the event they are no longer able to continue doing business and/or meet reporting obligations.

Form 15-F must be completed by foreign private issuers (domestic issuers see Form 15) who wish to stop selling securities in the United States and terminate registration.  (300 shareholders or less)

Many foreign private issuers come to the conclusion that the financial demands and time required to meet reporting obligations in the United States is no longer worthwhile.

It can takes thousands of man-hours a year — and a significant investment in professional services — in order for an issuer to meet reporting obligations.

If the marketplace has little interest in a company's stock, management may decide to de-register and focus time, money, and effort on building the business.

Click here if you need help filing a Form 15F >>

Obviously multiple reasons why an issuer may no longer wish to remain public...

And there's an equally valid number of reasons why an issuer may no longer want to, or be able to continue meeting their SEC reporting obligations.

Whatever the reason...when an issuer is either going private or is no longer able to fulfil their reporting obligations...they must file a Form 15 with the SEC.

 

Or it could simply be that an issuer finds itself viable as a business concern altogether.

Whatever the reason...a public company needs to file an SEC Form 15 if they no longer wish to be public, or if they are no longer able to meet reporting obligations.

NANUK -- What's The Main Reason?  Should I give a 

But first...

Let's dive-in to exactly what the form is for and who needs to file one:

When A Public Company Decides

It's Better-Off Private

This is a common occurrence in my experience, and is one that is only becoming more common  bigger since Regulation-A filings became all the rage a few years ago.

These disclosures are related to Rule 16 of the Securities Act of 1934, and track what a control person in the company or any shareholder who controls more than 10% of the company's stock is doing with their shares.

Normally, Forms 3, 4, and 5 are used to disclose the stock positions of officers, directors, and beneficial owners of the company, but may also include...

These 'insiders' must report any transaction related to their holdings in the company within two days of any transaction made with their securities.

 

Information included in the filings is related to sales... acquitions...exercised options... debentures...loans...or any promises or commitments made with their stock.

More about Section 16 here >>      

Generally speaking...

There Are Three Different Kinds Of

Beneficial Ownership Statements

     

  FORM 3:  INITIAL STATEMENT OF BENEFICIAL OWNERSHIP

OF SECURITIES

 

  See a filed Form 3 here >>  

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Nanuk is the managing partner PubCo Reporting. He specializes in public company accounting and EDGAR financial reporting.  If you need help preparing and/or submitting regulatory compliance filings, you can reach out to Nanuk here.   

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