What Is SEC Form 15-12G?

SEC Form 15-12G is a form that allows for certification of termination of registration of a class of security under Section 12(g) or notice of suspension of duty to file reports pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934.

Key Takeaways

  • SEC Form 15-12G is the certification and notice of termination of registration of a class of securities under Section 12(g)of the Securities Exchange Act of 1934.
  • The Form is also used to provide notice of suspension of duty to file reports under sections 13 and 15(d) of the Securities Exchange Act.
  • When a company registers securities, it is obligated by regulation to file periodic and current reports with the SEC. Form 15-12G may end those obligations as securities are de-issued.

Understanding SEC Form 15-12G

SEC Form 15-12G is provided by the Securities and Exchange Commission (SEC) in reference to Sections 12(g), 13 and 15(d) of the 1934 Securities Exchange Act. The Form allows issuers to seek termination of a registered security class or suspension of duty for filing SEC mandated reports.

SEC Form 15-12G releases companies of some of their reporting requirements under Sections 12(g), 12(h), 13 and 15(d) of the 1934 Securities Exchange Act. Companies may use this form if they plan to terminate a security class listing. SEC Form 15-12G may also help companies to be relieved of certain reporting requirements. When completing SEC Form 15-12G, issuers have the option for termination or suspension of reporting under the following: Rule 12g-4(a)(1), Rule 12g-4(a)(2), Rule 12h-3(b)(1)(i), Rule 12h-3(b)(1)(ii), Rule 15d-6 and Rule 15d-22(b).

Section 12(g)

SEC Form 15-12G allows companies to terminate their registration as filed under provisions required in Section 12(g). Section 12 of the 1934 Securities Exchange Act details registration requirements for all types of securities. Section 12(g) specifically discusses the registration requirements for companies involved in interstate commerce. Section 12(h) outlines the SEC’s authority to provide reporting exemptions for Section 12(g).

Sections 13 and 15(d)

SEC Form 15-12G allows companies to file for suspension of reporting obligations under Sections 13 and 15(d). Section 13 outlines the full reporting requirements companies must maintain as registered under Section 12. Section 15(d) details the scurities analyst reporting process and potential conflicts of interest that may occur from analyst and research reports provided by security analysts.

The Securities Exchange Act of 1934

The Securities Exchange Act of 1934 was part of a legislative movement that sought to increase transparency and financial market trading infrastructure efficiency following the 1929 market crash. The Securities Exchange Act of 1934 created the Securities and Exchange Commission and gave it broad powers for monitoring all types of transactions across the investment industry in the United States.

All securities seeking to trade publicly on open exchanges must register with the SEC. Detailed registration requirements for corporations and managed funds are outlined in the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940. These three legislations form the framework for company registration, securities registration, securities issuance of publicly traded and private investment offerings, and securities trading.