Form 15F-12B Filings

What Is SEC Form 15F-12B?

SEC Form 15F-12B is an important filing used by foreign private issuers to certify the termination of registration of a class of securities and/or the termination of the duty to file reports under the Securities Exchange Act of 1934. It is filed under the deregistration framework in Exchange Act Rule 12h-6 and is used when an eligible foreign private issuer seeks to exit its ongoing SEC reporting and registration obligations.

This form is typically filed after a foreign private issuer has reduced or ended U.S. market activity for the relevant class of securities and has met the conditions required to terminate registration or suspend reporting. Depending on the issuer’s facts, it may relate to the termination of registration for a class of securities and/or the termination of the duty to file periodic reports.

Form 15F-12B ensures transparency by formally notifying investors and regulators that a foreign private issuer is terminating SEC registration and/or its reporting obligations for the applicable class of securities. While the filing can result in the suspension of reporting obligations upon filing, the termination process and effective timing are governed by the applicable Exchange Act rules and conditions.

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

• Exact name of the registrant and jurisdiction of incorporation
• Commission File Number and identification of the class of securities covered
• Basis for termination under Rule 12h-6 and related eligibility certifications
• Disclosure regarding recent U.S. market activity and trading volume calculations, as applicable
• Confirmation of satisfaction of the required filing history and public notice requirements
• Exhibits supporting the filing, such as the published notice when required

SEC Form 15F-12B Filing Deadlines

SEC Form 15F-12B does not have a fixed annual deadline and is filed based on the issuer’s circumstances and eligibility under the applicable Exchange Act rules. The timing below reflects the typical stages issuers follow when using SEC Form 15F to terminate registration and/or reporting obligations.

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

• Eligibility Under Rule 12h-6 Matters: A foreign private issuer must meet the specific conditions in Rule 12h-6 to use Form 15F to terminate registration and/or reporting obligations for the applicable class of securities.
• Public Notice Requirement May Apply: Depending on the issuer’s filing basis, Rule 12h-6 includes a notice requirement that must be satisfied before or concurrently with filing, and issuers commonly include the notice as an exhibit.
• Filing Is Event-Driven, Not Periodic: Form 15F-12B is filed when an issuer chooses to terminate registration or reporting obligations and is not tied to a recurring reporting cycle.
• Suspension vs. Termination Timing Can Differ: Reporting obligations may be suspended upon filing, while full termination and effectiveness are generally tied to the post-filing period specified in the rule.
• Other SEC Obligations May Still Apply: Form 15F-12B applies to the specific class of securities and reporting duties addressed in the filing, and issuers must confirm they have no remaining Exchange Act reporting obligations for other classes not covered.

To monitor foreign private issuer deregistrations and reporting terminations, our platform helps you track form-type activity using SEC Filing Alerts. Visit our SEC Filer Directory to view the full list of SEC filers.