Form 15-12G Filings

What Is SEC Form 15-12G?

SEC Form 15-12G is an Exchange Act filing made on Form 15 to certify the termination of registration of a class of securities under Section 12(g) and to notify the Securities and Exchange Commission (SEC) that the issuer is seeking to end that registration and related reporting obligations, as permitted by Rule 12g-4.

This filing is typically used when an issuer meets the applicable record holder thresholds and other conditions that allow it to terminate Section 12(g) registration for the class of securities, and in some cases to suspend its duty to file reports under Sections 13 and 15(d).

Filing Form 15-12G provides formal notice to regulators and the market that the issuer is moving to end Exchange Act registration for the covered class. Registration termination generally becomes effective after a waiting period unless the Commission directs a shorter period.

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

• Name of the issuer and Commission File Number
• Title of the class of securities covered by the certification
• Exchange Act provision and rule(s) relied upon (including Rule 12g-4)
• Basis for eligibility (including record holder thresholds, as applicable)
• Certifications and signature of the authorized officer

SEC Form 15-12G Filing Deadlines

SEC Form 15-12G is an event-driven filing that is submitted when an issuer qualifies to terminate Section 12(g) registration (and/or suspend reporting duties). Timing is based on eligibility and internal action rather than a fixed calendar deadline.

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

• Form 15-12G Is Eligibility-Based: An issuer generally files only after it qualifies to terminate Section 12(g) registration for the class of securities under the applicable rules and thresholds.
• Form 15-12G Uses Form 15: The filing type “15-12G” reflects termination of registration under Section 12(g) using Form 15, which is prescribed by SEC rules.
• Termination Has a Waiting Period: Section 12(g) registration termination generally becomes effective 90 days after filing unless the Commission directs a shorter period.
• Reporting Obligations May Be Affected Immediately: Depending on the rule and circumstances, filing can suspend the duty to file reports upon submission, even though the termination of registration takes effect later.
• Withdrawal or Denial Can Trigger Catch-Up Reporting: If a filed certification is withdrawn or denied, the issuer may be required to file any missed reports within applicable timeframes.

To monitor registration terminations and reporting-status changes, our SEC Filing Alerts help you track filings such as Form 15-12G. This form can be retrieved through the SEC’s EDGAR system. For a step-by-step walkthrough, see the process of accessing SEC filings via EDGAR