Form N-8B-3 Filings

What Is SEC Form N-8B-3?

SEC Form N-8B-3 is an important filing required under Section 8(b) of the Investment Company Act of 1940. It is used by unincorporated management investment companies currently issuing periodic payment plan certificates to file a registration statement with the Securities and Exchange Commission (SEC).

This form is typically filed when an eligible investment company must complete its registration as an investment company under the 1940 Act.

Form N-8B-3 helps provide transparency by formally registering these issuers with the SEC and placing key registration information on record. Researchers reviewing broader investment company activity can compare these filings with recent SEC registrations to identify newly registered funds and related registration statements.

Key elements typically found in SEC Form N-8B-3 include:

●       Name of the registrant and identifying information

●       Status as an unincorporated management investment company

●       Disclosure that the issuer is currently issuing periodic payment plan certificates

●       Registration information required under Section 8(b) of the Investment Company Act of 1940

●       Organizational and operational information relevant to the registration statement

●       Any required updates or amendments filed to keep the registration record current

Form N-8B-3 is one of several investment company registration forms. Form N-8A serves an earlier role by notifying the SEC that an investment company is registering under Section 8(a) of the Investment Company Act.

SEC Form N-8B-3 Filing Deadlines

SEC Form N-8B-3 does not have a fixed recurring deadline. Instead, it is generally filed when an unincorporated management investment company that is currently issuing periodic payment plan certificates must register under Section 8(b) of the Investment Company Act of 1940.

Other investment company structures use different registration forms. For example, Form N-1A is used by open-end management investment companies, including many mutual funds and ETFs.

Key Things to Know About Form N-8B-3 Filing Rules

●       Section 8(b) Registration Statement: Form N-8B-3 is used specifically as the registration statement under Section 8(b) of the Investment Company Act of 1940 for unincorporated management investment companies currently issuing periodic payment plan certificates.

●       Limited Applicability: This form is not a general-purpose investment company filing. It applies only to the category of issuers identified in the rule prescribing Form N-8B-3.

●       Event-Driven Filing: Form N-8B-3 is not tied to an annual or quarterly reporting cycle. It is filed when registration under the statute is required.

●       Electronic Filing Format: EDGAR recognizes N-8B-3 and N-8B-3/A submission types for these registration statements and related amendments.

●       Amendments May Be Required: If information in the registration statement changes or needs correction, an amendment may be required to update the filing record.

Closed-end management investment companies generally use Form N-2 for their registration statements, while Form N-54A is used when an eligible company elects to be regulated as a business development company under the Investment Company Act.

Users can also use our SEC company filings tools to follow Form N-8B-3 registrations, amendments, and related investment company filings across the SEC filing record.