Form 40FR12B Filings

What Is SEC Form 40FR12B?

SEC Form 40FR12B is an Exchange Act registration statement filed on Form 40-F to register a class of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934 by eligible Canadian issuers.

This form is typically filed when a Canadian company seeks to have a class of securities listed on a U.S. national securities exchange and needs to establish Exchange Act registration for that class. The filing relies on the Form 40-F framework, which is used by certain Canadian issuers for Exchange Act registration and reporting.

Form 40FR12B supports transparency by providing the SEC and investors with issuer identification, exchange, and security details, and required disclosures for Exchange Act registration. When discussing the filing code and how it is categorized in EDGAR, filers often reference the SEC’s guidance on EDGARLink Online submission types.

Key elements typically found in SEC Form 40FR12B include:

• Name of the registrant and jurisdiction of incorporation or organization
• Identification of the class of securities being registered and the relevant exchange listing context
• Commission File Number (if assigned) and other EDGAR submission identifiers
• Required issuer and contact information consistent with Form 40-F presentation
• Signatures and authorizations required for the registration statement
• Applicable references to effectiveness mechanics for Section 12(b) registration on Form 40-F

SEC Form 40FR12B Filing Deadlines

SEC Form 40FR12B is an application-based, event-driven filing that is submitted as needed in connection with Exchange Act registration under Section 12(b) and an exchange listing process. Timing is coordinated with the issuer’s exchange listing timeline and related registration requirements.

Key Things to Know About Form 40FR12B Filing Rules

• Exchange-Listed Registration Context:
  Form 40FR12B corresponds to Exchange Act registration under Section 12(b) for certain Canadian issuers and is used in an exchange listing context rather than for delisting or deregistration.
• Effectiveness Timing Is Rule-Based:
  For Exchange Act Section 12(b) registration statements on Form 10, 20-F, or 40-F, effectiveness occurs automatically based on SEC receipt of exchange listing approval timing, rather than a fixed filing deadline.
• Form Type Label Reflects EDGAR Submission Coding:
  The “40FR12B” submission type is used in EDGAR for this category of Form 40-F registration statement filings.
• Form 40-F Framework Applies:
  The filing uses the Form 40-F structure for eligible Canadian issuers and includes the issuer identification and disclosure framework required for Exchange Act registration statements filed on that form.
• Tracking and monitoring are common:
  Users monitoring Exchange Act registrations often use tools such as the SEC Forms List to review filing activity and form classifications.

To monitor exchange-listed registration activity and related filings, many users rely on structured search tools and data services such as SEC Filings API services to identify new submissions and track issuer disclosure timelines.