SEC Form U-5S

What Was SEC Form U-5S?

SEC Form U-5S was a filing with the Securities and Exchange Commission (SEC) that had to be submitted annually by every registered public utility holding company. The form had to contain information on the parent holding company, all statutory subsidiaries, number of common shares owned, percentage of voting power, and a book value of shares, as well as summaries of acquisitions, sales, officers, directors, contributions, contracts, and financial statements.

The SEC used this information to monitor the holdings, finances, and operations of the registered public utility system.

Understanding SEC Form U-5S

Form U-5S, also known as an "annual report," was required under Section Five, Rule One of the Public Utility Holding Company Act of 1935. The act of 1935 regulated the holding companies of electric and natural gas utilities. Form U-5S required specific disclosures of public utility holding companies including detailed information on system companies and investments as well as acquisitions. Form U-5S was obligated in addition to standard reporting of 10-Qs and 10-Ks for SEC-registered companies.

The act of 1935 was repealed on Aug. 8, 2005, with the passing of the Energy Policy Act of 2005. The act of 2005 was primarily focused on new tax incentives and loans for the public utility sector. It did not include provisions for additional U-5S filings within the public utility sector. As such, the act of 2005 made Form U-5S obsolete.

SEC Form U-5S vs. FINRA Form U-5

Financial Industry Regulatory Authority (FINRA) Form U-5 is the Uniform Termination Notice for Securities Industry Registration. Broker-dealers, investment advisers, and issuers of securities use Form U-5 to report the termination and firm separation of an individual in the appropriate jurisdictions or with a former self-regulatory organization (SRO). 

A former employer must file Form U-5 with FINRA any time a registered representative leaves a sponsoring firm for any reason. The form must be filed within 30 days of separation. Filers must answer all questions and submit all requested information unless otherwise directed in the specific instructions for each element of Form U-5. The form is usually filed through FINRA’s Web CRD.

There are three types of Form U-5s that can be filed. The date of the U-5 filing can be important because it begins the two-year window for registration maintenance that a representative has available if they do not immediately begin work with another firm. Once filed, details submitted with the Form U-5 can be subject to background checks and viewing by FINRA, the SEC, and other interested parties.

3 Types of Form U-5 Filings

1. Full: If an individual is terminated, the employer must complete Form U-5 for a full termination. The employer must fill out Section Three, choose yes under full termination, and provide the reason for termination.
2. Partial: A partial termination ends the registered representative’s relationship with selected SROs or in selected jurisdictions. The employer must complete Section Five of Form U-5, which includes Section 5A: SRO Partial Termination and Section 5B: Jurisdiction Partial Termination.
3. Amendment: An amendment Form U-5 can be filed to make updates to an originally filed Form. Sections that can be amended include disclosure, date of termination, the reason for termination, and residential information.

Sections of Form U-5

The following are the different sections that needed to be completed on Form U-5.

1. General information
2. Current residential address
3. Full termination
4. Date terminated
5. Partial termination
6. Affiliated firm termination
7. Disclosure questions
8. Signature
9. Disclosure reporting pages