What Is SEC Form 10?
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.
- SEC Form 10, or the General Form for Registration of Securities, is a required regulatory filing for an entity that wishes to sell or issue securities.
- Form 10 is intended to provide disclosure of all relevant material information for an investor to make an investment decision.
- The form is a necessary requirement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934, but is not sufficient on its own to register.
- It is only required by companies with more than $10 million in assets and 750 shareholders or more, and voluntary if these thresholds are not met.
Understanding SEC Form 10
The filing of SEC Form 10 is a necessary but insufficient step in and of itself 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 subsequently 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
The instructions for Form 10 state that three complete copies of the registration statement, including financial statements, exhibits, and all other papers and documents filed as a part thereof, and five additional copies which need not include exhibits, shall be filed with the SEC.
At least one complete copy of the registration statement, including financial statements, exhibits, and all other papers and documents filed as a part thereof, shall be filed with each exchange on which any class of securities is to be registered. At least one complete copy of the registration statement filed with the SEC and one such copy filed with each exchange shall be manually signed. Copies not manually signed shall bear typed or printed signatures.
Information required by any item or other requirement of the Form 10 with respect to any foreign subsidiary may be omitted to the extent that the required disclosure would be detrimental to the registrant. However, financial statements, otherwise required, shall not be omitted pursuant to this instruction. Where information is omitted pursuant to this instruction, a statement shall be made that such information has been omitted and the names of the subsidiaries involved shall be separately furnished to the SEC. The SEC may, at its discretion, call for justification that the required disclosure would be detrimental.
Why Is SEC Form 10 Required?
Form 10 is required pursuant to Section 12(b) or (g) and/or Sections 13 or 16 of the Securities Exchange Act of 1934. It is intended to provide factual information to the public and to investors in order to disclose the financial picture of a publicly-traded corporation.
What Is SEC Form 10-12B?
SEC Form 10-12B must be filed when a company issues securities via a spinoff. A spinoff is when a parent company carves out a piece of its business as a new, standalone company, complete with its own shares.
Where Can I Find a Company's SEC Form 10?
Form 10 (inclusive of its various extensions such as 10-K and 10-Q) can be found online and for free using the SEC's EDGAR tool.