Form 15F-12B Filings

What Is SEC Form 15F-12B?

SEC Form 15F-12B is an important filing used by eligible foreign private issuers to certify the termination of registration of a class of securities and/or the termination of applicable reporting obligations under the Securities Exchange Act of 1934. It operates within the deregistration framework established by Exchange Act Rule 12h-6 for foreign private issuers seeking to exit certain U.S. registration and reporting requirements.

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 satisfied the conditions required to terminate registration or reporting obligations. Depending on the issuer’s circumstances, the filing may address termination of registration for a class of securities and related periodic reporting requirements.

Form 15F-12B supports transparency by formally notifying investors and regulators of the foreign private issuer’s intended change in SEC registration and reporting status. Researchers reviewing these events can examine related deregistration and termination filings to place the Form 15F-12B within the issuer’s broader transition away from U.S. reporting obligations.

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 U.S. market activity and trading volume calculations, where applicable
• Confirmation of satisfaction of applicable filing-history and notice requirements
• Exhibits supporting the filing, including required public notice materials where applicable

Compliance teams following foreign issuer status changes can use SEC Filing Alerts to monitor new Form 15F-12B filings and related deregistration activity.

SEC Form 15F-12B Filing Deadlines

SEC Form 15F-12B does not have a fixed annual or quarterly filing deadline. Timing depends on when the foreign private issuer satisfies the applicable conditions under Rule 12h-6 and elects to terminate its registration or reporting obligations. The process is documented using SEC Form 15F.

Issuer-level filing histories can also be reviewed through the SEC Filer Directory to connect Form 15F-12B with earlier annual reports, current reports, registration filings, and other disclosures from the same foreign private issuer.

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

• Eligibility Under Rule 12h-6 Matters: A foreign private issuer must satisfy the applicable conditions under Rule 12h-6 before using Form 15F to terminate registration or reporting obligations for the covered securities.
• Public Notice Requirement Applies Where Required: The Rule 12h-6 framework includes public notice requirements that must be satisfied as part of the deregistration process, with supporting information included or referenced as appropriate.
• Filing Is Event-Driven, Not Periodic: Form 15F-12B is filed when an eligible issuer elects to terminate applicable registration or reporting obligations and is not tied to a recurring reporting cycle.
• Suspension and Termination Timing Can Differ: Certain reporting duties may be suspended upon filing, while final termination generally follows the applicable post-filing effectiveness period.
• Other SEC Obligations May Remain: Form 15F-12B applies only to the registration and reporting obligations covered by the filing, so an issuer must determine whether any separate Exchange Act obligations remain.