Form 15F-12G Filings

What Is SEC Form 15F-12G?

SEC Form 15F-12G is an important filing used by eligible foreign private issuers under the Securities Exchange Act of 1934 to certify the termination of registration of a class of securities under Section 12(g) and the corresponding duty to file or furnish reports required by Section 13(a). It is submitted to the Securities and Exchange Commission (SEC) when an eligible foreign private issuer seeks to end Exchange Act reporting for a class registered under Section 12(g).

This form is typically filed when a foreign private issuer satisfies the applicable deregistration conditions under Rule 12h-6 and elects to terminate its U.S. registration and reporting obligations for the covered class. Once filed, the certification begins the applicable termination process and may suspend the covered reporting obligations while the Form 15F certification remains pending.

Form 15F-12G provides transparency by formally notifying investors and regulators that the issuer seeks to terminate its Section 12(g) registration and related reporting duties. Researchers following these issuer-status changes can review deregistration and termination filings to place Form 15F-12G within the broader foreign private issuer deregistration process.

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

• Name of the foreign private issuer and Commission File Number
• Identification of the class of securities registered under Section 12(g)
• Certification basis and eligibility information under applicable Exchange Act rules
• Information supporting the issuer’s qualification under the Form 15F framework
• Confirmation of the registration and reporting obligations covered by the certification
• Signature and authorization details for the filing

Compliance teams following new certifications and subsequent amendments can use Free SEC Filing Alerts to monitor Form 15F-12G activity and related changes in foreign issuer reporting status.

SEC Form 15F-12G Filing Deadlines

SEC Form 15F-12G is filed on an event-driven basis when a foreign private issuer determines that it satisfies the applicable conditions for terminating Section 12(g) registration. Timing is tied to the certification filing and the effectiveness framework that applies after submission rather than to a recurring annual or quarterly deadline.

Researchers can use the SEC form type directory to distinguish Form 15F-12G from other Form 15F submission types and related Exchange Act termination filings.

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

• Foreign Private Issuer Eligibility Required: A filer must qualify as a foreign private issuer and satisfy the applicable Rule 12h-6 conditions before using Form 15F-12G to terminate Section 12(g) registration.
• Form 15F-12G Is Not a Delisting Filing: This submission type addresses registration under Section 12(g) and related reporting obligations rather than removal of securities from a national securities exchange.
• Filing Is Certification-Based and Event-Driven: Form 15F-12G is filed when an eligible issuer chooses to terminate the applicable registration and reporting obligations, not according to a recurring reporting calendar.
• Suspension and Final Termination Are Distinct: Covered reporting obligations may be suspended upon filing, while final termination of Section 12(g) registration generally occurs after the applicable post-filing period.
• Amendments May Be Required: If information in the certification changes or requires correction, the issuer may need to submit an amendment or other appropriate filing.

For targeted issuer research, the SEC filing search can be used to locate Form 15F-12G certifications, related amendments, and surrounding disclosure activity from the same foreign private issuer.