DEFINITION of SEC Form 20FR12B
SEC Form 20FR12B is a 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.
BREAKING DOWN 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.
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.