Form 15-12B Filings

What Is SEC Form 15-12B?

SEC Form 15-12B is filed under Exchange Act Rules 12g-4 and 12h-3 to notify the Securities and Exchange Commission (SEC) that an issuer is seeking to terminate the registration of a class of securities under Section 12(b) and, as applicable, suspend the duty to file reports under Sections 13 and 15(d). It is submitted using the SEC’s Form 15 format and is commonly used after a company has removed a class of securities from listing on a national securities exchange.

This filing is typically used in connection with going-private transactions, mergers, liquidations, or other situations where an issuer no longer intends to maintain Exchange Act reporting status for a Section 12(b) class. Companies often complete exchange delisting procedures first and may use Form 15-12B once they meet applicable holder and reporting thresholds,  relying on historical reporting patterns and SEC Filing Insights to assess timing and eligibility.

Form 15-12B provides formal notice to regulators and the market that the issuer is suspending periodic reporting for the covered class, subject to the conditions and effectiveness rules under the Exchange Act.

Key elements typically found in SEC Form 15-12B include:

• Name of the issuer and file number
• Class of securities subject to termination under Section 12(b)
• Rule basis for termination and/or suspension (e.g., Rules 12g-4 and 12h-3)
• Certification that the issuer meets applicable thresholds and conditions
• Confirmation of the exchange delisting status, if applicable
• Signature of an authorized officer or duly authorized representative

SEC Form 15-12B Filing Deadlines

SEC Form 15-12B does not have a fixed calendar deadline and is filed when an issuer becomes eligible to terminate Section 12(b) registration and suspend reporting obligations. Timing is typically event-driven and may depend on completion of delisting and satisfaction of the applicable eligibility conditions.

Key Things to Know About Form 15-12B Filing Rules

• Delisting Prerequisite Applies: For securities registered under Section 12(b), Form 15-12B is generally filed only after delisting is effective and the class is no longer subject to Section 12(b) exchange listing requirements.
• Eligibility Must Be Met: The issuer must meet the applicable conditions under Exchange Act rules to terminate registration and/or suspend reporting obligations for the covered class.
• Immediate Suspension Is Not Final Termination: While reporting obligations are typically suspended upon filing, termination of registration becomes effective after the applicable effectiveness period unless the filing is withdrawn or disallowed.
• Applies to Section 12(b) Registration: Form 15-12B is used for Section 12(b) classes; other variants of Form 15 apply to Section 12(g) registration or Section 15(d) reporting suspension.
• Amendments and Withdrawals May Be Required: If eligibility changes or the issuer determines that it must resume reporting, the issuer may need to withdraw the filing or address reporting gaps in a manner consistent with SEC requirements.

To monitor deregistrations, reporting suspensions, and related Exchange Act status changes, our SEC Filing Alerts help you track key filings and confirm outcomes through an issuer’s SEC filing list, ensuring you stay informed about reporting status transitions.