What Is SEC Form 10-12G?
SEC Form 10-12G is a filing with the Securities and Exchange Commission (SEC), also known as the General Form for Registration of Securities. This form is required when a corporation wishes to register a class of securities according to Section 12(b) or (g) of the Securities Exchange Act of 1934. Filing a Form 10-12G paves the way for the securities to potentially trade on U.S. exchanges. A company must file Form 10-12G if it has over $10 million in total assets and 750 or more shareholders on record.
The form contains information about the number of shares issued, their par value, ownership information for key shareholders and executives, and specific information about the company's line of business. The form is a version of a group of related forms, all under the heading "Form 10."
- SEC Form 10-12G must be completed by companies in order to register new shares of stock.
- SEC Form 10-12G only registers the securities and does not create trading shares.
- The SEC requires companies that have filed a Form 10-12G to periodically file Form 10-Q, Form 10-K, and Form 8-K.
Understanding SEC Form 10-12G
SEC Form 10-12G is less common than SEC Form S-1, the initial registration form for new securities, which is usually used in connection with an initial public offering (IPO). SEC Form 10-12G Registration Statement only registers shares; it does not create free-trading shares. Unlike a Form S-1 filing, a Form 10-12G Registration Statement is automatically effective after 60 days. If a company needs to amend its filing, it must file SEC Form 10-12G/A. After filing SEC Form 10-12G, companies are then required by the SEC to periodically file Form 10-Q, Form 10-K, and Form 8-K.
SEC Form 10-Q is a quarterly report that includes a company's unaudited financial statements. The purpose of the 10-Q is to provide the public with ongoing information about the company's financial health throughout the year. The company submits the report to the SEC for each of its first three quarters of the fiscal year.
SEC Form 10-K is an annual report that comprehensively details a company's performance. It includes the company's audited financial statements and information on the company's history, organizational structure, equity, holdings, subsidiaries, and other significant data.
A company must file an SEC Form 8-K to report current corporate events that shareholders and the SEC should know about. Examples of these material events include acquisitions of another company, the resignation of a company director, news from an auditor's review, or a bankruptcy filing.
Note that SEC Form 10-12B is used instead when a public company issues new stock through a spinoff.
Investors can quickly and conveniently research a company's filings, operations, and financial information through EDGAR, the SEC's online electronic filing system.
SEC Form 10-12G is one of the starting points for anyone wishing to truly research a company's stock. Contained on this form is information that can provide key insights into a management team's long-term direction for a company and assessment of potential risks and opportunities in their industry.
Of additional interest to many investors is the fact that SEC Form 10-12G contains a breakdown of shares owned by company officers, giving insight into possible conflicts of interest underlying different executives' decisions.
Requirements of SEC Form 10-12G
The company filing a Form 10-12G must Indicate whether they are a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. The SEC defines a large accelerated filer as an issuer that has a public float of $700 million or more. An accelerated filer has a public float of $75 million or more, but less than $700 million. The current definitions of accelerated filers and large accelerated filers apply to annual report filings that were due on or after April 27, 2020, after the SEC adopted amendments in March 2020 to the original definitions.
Additionally, the company furnishes the following information to the SEC:
- Risk Factors
- Financial Information
- Security Ownership of Certain Beneficial Owners and Management
- Directors and Executive Officers
- Executive Compensation
- Certain Relationships and Related Transactions, and Director Independence
- Legal Proceedings
- Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
- Recent Sales of Unregistered Securities
- Description of Registrant’s Securities to be Registered
- Indemnification of Directors and Officers
- Financial Statements and Supplementary Data
- Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
- Financial Statements and Exhibits