SEC Form 10 is a filing with the Securities and Exchange Commission (SEC), also known as the General Form for Registration of Securities. It is used to register a class of securities for potential trading on U.S. exchanges. Any company with over $10 million in total assets and 750 or more shareholders is required to file a Form 10 with the SEC. Any company under these thresholds may file a Form 10 voluntarily. The Form 10 registration statement automatically becomes effective sixty days post-filing.
The filing of SEC Form 10 is a necessary but insufficient step to register securities for trading. Financial Industry Regulatory Authority (FINRA) must approve the trading of the securities.
When the registration statement takes effect, other reporting requirements are triggered. The issuer must file annual reports (10-K), quarterly reports (10-Q), current reports (8-K) and annual proxy statements. In addition, management and shareholders become subject to the beneficial ownership reporting requirements of Sections 13 and 16 of the Securities Exchange Act of 1934.
The Elements of SEC Form 10
The General Form for Registration of Securities includes the following items that need to be furnished:
- 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