What Is SEC Form 18-12B?

SEC Form 18-12B is a filing with the Securities and Exchange Commission (SEC). The form is also known as the Application for Registration of Foreign Governments and Political Subdivisions and is used to register debt securities to be offered by foreign governments in the U.S. markets.

Key Takeaways:

  • SEC Form 18-12B must be filed with the Securities and Exchange Commission (SEC).
  • The form is also known as the Application for Registration of Foreign Governments and Political Subdivisions
  • Form 18-12B is used to register debt securities to be offered by foreign governments in the U.S. markets. 

Understanding SEC Form 18-12B

The Securities Exchange Act of 1934 requires submission of registration documents to the SEC for any security to be issued in U.S. markets. For debt instruments issued by a foreign political entity, SEC Form 18-12B is the relevant form.

The form states that it "shall be used for applications for the permanent registration of securities of foreign governments and political subdivisions thereof, filed on or after July 1, 1935; provided, however, that any public corporation or other autonomous entity in the nature of a political subdivision; except a state, province, county or municipality or similar body politic, may, at its option, use Form 21 in lieu of this Form."

All facets of the security must be detailed in the filing, including:

  • The title and designation of the issue
  • Interest rate and maturity date
  • Currency or currencies in which it is payable
  • Amortization, sinking fund, redemption, and retirement provisions
  • Any law or decree that has resulted in the security not being serviced according to the original terms liens, if any, attached to the issue
  • Guarantees, if any

In addition, the filing must contain information on the amount of total funded internal and external debt positions of the registrant; the currencies of the debt outstanding; a statement of receipts, classified by source, and of the expenditures, classified by purpose, of the registrant for the last fiscal year; and statements, if a national government, of gold reserves and balance of payments data.

How to File SEC Form 18-12B

The application, including exhibits, must be filed with the SEC, and there are detailed instructions on the size of paper, the number of copies, etc. Where financial information is asked as of the close of the last fiscal year, if such information is not yet available, it should be submitted as of the close of the latest fiscal year for which it is available. Persons who are to respond to the collection of information SEC 1421 (1-07) contained in the form are not required to respond unless the form displays a currently valid Office of Management and Budget control number.

The three required exhibits to the form are as follows:

  1. A copy of the bond or loan contract that defines creditor rights
  2. A copy of the last annual budget of the registrant that was presented to its legislative body
  3. A copy of any law or decree that has altered the original debt service terms