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 that the issuer is moving to end Exchange Act registration for the covered class. Registration termination generally becomes effective after the applicable waiting period unless the Commission directs a shorter period. Researchers reviewing these events can examine related deregistration and termination filings to understand how Form 15-12G fits within broader reporting-status changes.

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

Investors and compliance teams following companies leaving the Exchange Act reporting system can use SEC Filing Alerts to monitor newly submitted Form 15-12G filings and related issuer-status changes.

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, where applicable, suspend related reporting duties. Timing is based on eligibility and the issuer’s circumstances rather than a recurring calendar deadline.

Researchers who need to retrieve the filing and examine the issuer’s surrounding disclosure history can review the process of accessing SEC filings via EDGAR for guidance on locating and analyzing SEC filing records.

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: Where the applicable requirements are satisfied, filing Form 15 may suspend certain reporting obligations upon submission even though termination of registration becomes effective later.
• Withdrawal or Denial Can Trigger Catch-Up Reporting: If a certification is withdrawn or denied, the issuer may need to resume reporting and address reports that became due during the suspension period in accordance with applicable SEC rules.