Form 40FR12G Filings

What Is SEC Form 40FR12G?

SEC Form 40FR12G is an Exchange Act registration statement used by eligible Canadian issuers to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934, filed on Form 40-F under MJDS.

This form is typically filed when a Canadian company is required to register (or elects to register) a class of equity securities with the SEC under Section 12(g), which can be triggered by applicable shareholder and asset thresholds and results in ongoing Exchange Act reporting obligations once effective.

A Form 40FR12G filing becomes effective automatically 60 calendar days after it is filed with the SEC (unless the SEC accelerates the effective date), and once effective, the registrant becomes subject to periodic reporting requirements under the Exchange Act.

Key elements typically found in SEC Form 40FR12G include:

• Name of the issuer and jurisdiction of incorporation/organization
• Title and description of the class of securities being registered under Section 12(g)
• Disclosure documents incorporated or furnished in accordance with Form 40-F/MJDS eligibility requirements
• Financial statements and related disclosure required to be included or incorporated by reference under Form 40-F
• Exhibits and consents, including service of process documentation where applicable
• Signatures and certifications required for Exchange Act registration statements on Form 40-F

SEC Form 40FR12G Filing Deadlines

SEC Form 40FR12G is an event-driven registration filing. Timing is generally tied to when the issuer is required (or chooses) to register a class of securities under Section 12(g), and effectiveness occurs automatically after the statutory period unless accelerated.

Key Things to Know About Form 40FR12G Filing Rules

• Canadian Issuer / MJDS Eligibility Required:
  Form 40FR12G is used in connection with Form 40-F and is generally limited to eligible Canadian issuers filing under the MJDS framework.
• Section 12(g) Registration Mechanics Apply:
  A registration statement filed under Section 12(g) becomes effective sixty days after filing (or within a shorter period if the SEC directs), and effectiveness is not dependent on exchange listing approval.
• Exchange Act Reporting Obligations Follow:
  Once the registration statement is effective, the issuer must comply with Exchange Act reporting requirements applicable to Form 40-F filers, including annual and other required reports.
• Disclosure Must Match Form 40-F Requirements:
  The filing generally relies on the Form 40-F disclosure framework, including the incorporation of Canadian disclosure documents and required exhibits consistent with the form’s instructions.
• Used for Section 12(g) Registration (Not Delisting):
  Form 40FR12G is a registration statement for a class of securities under Section 12(g) and is distinct from delisting or deregistration filings (which use other Exchange Act forms).

To monitor Exchange Act registrations and effectiveness timelines, you can reference the SEC’s draft registration statement processing procedures published by the Commission, and track related filing activity through the SEC Forms List. To track Canadian issuer annual reports and registration statements under the multi‑jurisdictional disclosure system, our platform helps you monitor filings such as Form 40‑F, Form 40‑F/A, keeping you informed about cross‑border reporting and disclosure compliance