SEC Form 15F

What Is SEC Form 15F?

SEC Form 15F is a voluntary filing with the Securities and Exchange Commission (SEC), also known as the Certification of a Foreign Private Issuer's Termination of Registration. It is used by publicly traded foreign companies to revoke the registration of their securities.

How SEC Form 15F Works

SEC Form 15F can be used to notify the regulator and investors of a company's intent to cease filing various required forms because their securities no longer fall under certain filing requirements. A company must have fewer than 300 shareholders to be eligible to file Form 15F.

Form 15F is used by small, publicly traded foreign companies with less than 300 shareholders that want to deregister their securities and revert back to being privately operated.

Reporting requirements under the Securities Exchange Act of 1934 can be onerous for small publicly listed firms. This is particularly true for these relatively obscure entities that have very little trading of their stock on an exchange.

Because of the limited benefits of being public and the significant costs in money, time, and effort to prepare and file periodic reports with the SEC, many such firms decide to deregister their securities. They do so by voluntarily filing Form 15F.

SEC Form 15F and Timing

SEC Form 15F will immediately suspend filing obligations per section 13(a) of the Exchange Act. The principal filings — annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K (in the case of foreign issuers, Form 20-F and Form 6-K) — are no longer required after the filing of Form 15F with immediate effect.

It's not until after 90 days that the company is relieved of all obligations, however. This includes such obligations as proxy filing and tender offers. If there is a proxy solicitation within the three months following the SEC Form 15F filing, the company is still obligated to disclose this under proxy statement filing rules. The filing of Schedule 13D and Schedule 13G are also still required until that three-month window expires.

SEC Form 15F Filing Example

On December 28, 2017, Talon International, a zipper and apparel fasteners manufacturer, filed a Form 15F "after a detailed analysis and thoughtful deliberation of the advantages and disadvantages of being an SEC reporting company."

The company's board of directors considered the costs associated with the preparation and filing of reports, including the costs of outside legal and accounting resources, the amount of management time spent on the documents, the amount of trading of the common stock, and the views of its largest shareholders. The resources, the company concluded, could be better spent on business operations.