SEC Form 15F

What Is SEC Form 15F?

SEC Form 15F is a voluntary filing with the Securities and Exchange Commission (SEC), otherwise called the Certification of a Foreign Private Issuer's Termination of Registration. It is utilized by publicly traded foreign companies to revoke the registration of their securities.

How SEC Form 15F Works

SEC Form 15F can be utilized to notify the regulator and investors of a company's intent to cease filing different required forms in light of the fact that their securities never again fall under certain filing requirements. A company must have fewer than 300 shareholders to be eligible to file Form 15F.

Form 15F is utilized by small, publicly traded foreign companies with under 300 shareholders that need to deregister their securities and return to being privately worked.

Reporting requirements under the Securities Exchange Act of 1934 can be onerous for small publicly listed firms. This is especially true for these somewhat dark elements that have next to no trading of their stock on an exchange.

As a result of the limited benefits of being public and the significant costs in money, time, and effort to prepare and file periodic reports with the SEC, many such firms choose to deregister their securities. They do as such by willfully filing Form 15F.

SEC Form 15F and Timing

SEC Form 15F will immediately suspend filing obligations per section 13(a) of the Exchange Act. The principal filings — yearly reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K (on account of foreign issuers, Form 20-F and Form 6-K) — are not generally required after the filing of Form 15F with immediate effect.

It's not until after 90 days that the company is feeling quite a bit better of all obligations, in any case. This incorporates such obligations as proxy filing and tender offers. If there is a proxy solicitation inside the three months following the SEC Form 15F filing, the company is as yet committed to unveil this under proxy statement filing rules. The filing of Schedule 13D and Schedule 13G are likewise still required until that three-month window lapses.

SEC Form 15F Filing Example

On December 28, 2017, Talon International, a zipper and apparel fasteners manufacturer, filed a Form 15F "after a point by point analysis and thoughtful pondering of the benefits and drawbacks of being a SEC reporting company."

The company's board of directors considered the costs associated with the planning and filing of reports, including the costs of outside legal and accounting resources, the amount of management time spent on the records, the amount of trading of the common stock, and the perspectives on its biggest shareholders. The resources, the company finished up, could be better spent on business operations.

Features

• On account of the limited benefits of being public and the significant costs in money, time, and effort to prepare and file periodic reports with the SEC, many such firms choose to de-register their securities.
• Form 15F is a voluntary filing with the Securities and Exchange Commission (SEC) utilized by small, publicly traded foreign companies to revoke the registration of their securities.
• A company must have fewer than 300 shareholders to be eligible to file Form 15F.