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Form 40-8F-2 Filings

SEC Form 40-8F-2 is an initial application for deregistration filed by a registered investment company under Rule 0-2 of the Investment Company Act of 1940.

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What Is SEC Form 40-8F-2?

SEC Form 40-8F-2 is an application used by investment companies to request an order from the SEC declaring that the company has ceased to be an investment company under the Investment Company Act of 1940, as administered by the SEC’s Division of Investment Management. This is a critical step in the deregistration process, often occurring when a fund has dissolved, merged into another fund, or no longer meets the definition of an investment company under the 1940 Act.

While Form N-8F is the standard form for most deregistration cases, Form 40-8F-2 is used for applications filed specifically under Rule 0-2 of the Investment Company Act. It is a formal legal request rather than a simple notice filing and requires Commission action before deregistration becomes effective.

Key elements typically found in SEC Form 40-8F-2 include:

  • Identification of the registrant and its “811-” file number
  • A detailed explanation of why the company is seeking deregistration (e.g., liquidation or merger)
  • Information regarding the distribution of assets to shareholders
  • Confirmation that the company is not a party to any pending litigation
  • Legal arguments and verification signed by an authorized person

SEC Form 40-8F-2 Filing Deadlines

SEC Form 40-8F-2 is generally event-driven and filed when an applicant is ready to seek an SEC deregistration order under the Investment Company Act. Because it is not tied to a fixed statutory reporting cycle, timing depends on the applicant’s transaction timeline and readiness to submit the required application materials.

Trigger Event When Form 40-8F-2 Is Filed Purpose
Liquidation or Dissolution After the final distribution of assets Formally cease SEC registration
Merger or Reorganization After the surviving entity takes over Terminate the target fund\'s status
Asset Sale When the fund no longer holds securities Remove regulatory oversight

Key Things to Know About Form 40-8F-2 Filing Rules

  • Not for Foreign Private Issuers: Foreign companies use Form 20-F or 40-F for registration; they do not use 40-8F-2.
  • Investment Company Act Focused: This is a 1940 Act filing, not a \'33 or \'34 Act registration.
  • SEC Order Required: Unlike simple notice filings, this application requires the SEC to issue a formal \"Order\" to become effective.
  • Public Notice Period: Once filed, the SEC usually publishes a notice in the Federal Register, allowing interested parties to request a hearing.

To track investment company deregistration and termination activity, our platform helps you monitor filings such as Form 40-8F-2, Form 40-8F, Form N-8F, and Form N-54C, keeping you informed about funds exiting registration under the Investment Company Act.

For deeper insights on Regulation A offerings, check out our blog: The 15 Most Important SEC Filings

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