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Notificiation Of Removal From Listing And/Or Registration
( Under Section 12(b) Of The Securities Exchange Act Of 1934 )
by Nanuk Warman, CPA, CMA, CFA
Updated April 26th, 2022
The following is a general overview of SEC Forms 25, and is not legal advice. Form 25 reporting requirements may differ on a case by case basis, 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.
5 Things To Consider Before Delisting Or Downlisting (Going Dark)
REPORTING & CFO
Click here to read What Is An SEC Form 15? >>
I think what this needs is a "5 Things You Should Know Before Filing a Form 25. Nanuk must have some input on this. What are the reasons?
In this article we'll discuss the different reasons why an issuer may no longer wish to remain a public...or what they have to in the event they are no longer able to continue doing business or meet their reporting obligations.
There are 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 is...when an issuer is either going private or is no longer able to fulfil their reporting obligations...they must advise the SEC of the matter by filing a Form 15.
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
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 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.
There Are Three Different Kinds Of
Beneficial Ownership Statements
FORM 3: INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
Customized Calendar should be SURVEY
Customize Your Own
SEC Filing Calendar
Set it and forget it: Plug in your
own Year End dates & Get
(Maybe we should have an
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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