What Is SEC Form 20FR12B?

SEC Form 20FR12B is a regulatory filing with the Securities and Exchange Commission (SEC) used to register the securities, debt or equity, of a foreign company that wishes to trade on U.S. exchanges. This filing is also known as the Registration for a Class of Foreign Private Issues.

Information required on this form ranges from U.S.-based investor relations contacts and an English translation of the company's name to the full description of the security and company.

Key Takeaways

  • SEC Form 20FR12B is required for the initial registration of a class of securities of foreign private issuers pursuant to section 12(b) of the Securities and Exchange Act of 1934.
  • Foreign companies must also file SEC Forms 20-F and 6-K in advance of a new issue of securities.
  • Form 20FR12B is far more comprehensive than other forms required of foreign issuers.

Understanding SEC Form 20FR12B

SEC Form 20FR12B is required by Section 12(b) of the Securities Exchange Act of 1934 for foreign entities that apply for a listing of debt or equity securities on a U.S. trading exchange. The filing must be comprehensive in scope to provide sufficient disclosures for U.S. investors to assess investment suitability and attractiveness.

An overview of the business, management, risk factors, and financial data make up the core of the filing. A U.S. investor will also expect to see the intended use of the new issue proceeds, historical financial performance, a list of major shareholders, compensation practices, and the composition of the Board of Directors. Articles of Incorporation, reports of independent auditors, and taxation considerations should also be part of the filing.

Special Considerations

Investor protection accorded to U.S. investors via SEC Form 20FR12B for securities issued by foreign companies is continued through required SEC Form 20-F and Form 6-K on an ongoing basis.

These two filings, however, will not contain the comprehensiveness of Form 20FR12B, as this document must have details about the company, the specific security being registered, and the unique aspects of the security with respect to the laws of the country in which the company is domiciled, tax treatment for U.S. investors, and capital controls, if any, that may impact U.S. investors.

SEC Form 20-F is a form issued by the SEC that must be submitted by all "foreign private issuers" with listed equity shares on exchanges in the U.S. Form 20-F calls for the submission of an annual report within six months of the end of a company's fiscal year or if the fiscal year-end date changes.

SEC Form 6-K is a form that foreign private issuers of securities are required to submit, pursuant to stated rules in the Securities Exchange Act of 1934. The Form 6-K, or “Report of Foreign Private Issuer Pursuant to Rules 13a-16 and 15d-16, and is essentially a cover page for foreign issuers making filings with the SEC. Through SEC Form 6-K, a foreign private issuer provides communications and material information that is made public in its home country, filed with and made public with its country's stock exchange on which its securities are traded, or distributed to security holders.