What is 'SEC Form 25'

SEC Form 25 is the form issuers of listed securities have to file with the SEC when they are delisting their securities – under Rule 12d2-2 of the Securities Exchange Act of 1934. The issuer must give notice of its intention to file the Form 25 and issue a press release announcing that intention ten days prior to filing the Form 25. The delisting will become effective 10 days after filing the Form 25 and most SEC reporting obligations are suspended on that date. However, the actual termination of registration under Section 12(b) does not occur until 90 days after effectiveness of the delisting.

BREAKING DOWN 'SEC Form 25'

Securities may be delisted from an exchange for various reasons. Bonds may have matured or been called and redeemed by a company. A company might want to go private by paying cash for all or a substantial portion of its public shares, or perhaps its outstanding securities have been exchanged for cash or another security as part of a takeover. It might just want to voluntarily delist from a national securities exchange or inter-dealer quotation system, in order to suspend or reduce the company’s public reporting obligations under the Exchange Act.

Compliance costs are burdensome for public companies with a market capitalization of less than $50 million and revenues under $100 million – amounting to millions of dollars annually. Naturally, many small companies delist during business downturns.

The lack of a stock exchange listing may substantially diminish the benefits of remaining a public company. But some companies prefer to go dark rather than go private. By going dark, the company’s shares generally continue trading in the Pink Sheets, without subjecting the company to any Exchange Act reporting requirement.

RELATED TERMS
  1. Delisting

    Delisting is the removal of a listed security from a stock exchange.
  2. SEC Form 15-12B

    SEC Form 15-12B is a certification of termination of registration ...
  3. Relisted

    Relisted shares require a company to return to good standing ...
  4. SEC Form S-2

    SEC Form S-2 is a form from the Securities and Exchange Commission ...
  5. SEC Form 1

    SEC Form 1 is an application for, or amendments to, registration ...
  6. SEC Form F-4

    SEC Form F-4 is a filing that the Securities and Exchange Commission ...
Related Articles
  1. Investing

    Here's How to Dig Into Delistings to Find Profit

    Delisting of a stock from an exchange can provide opportunities for savvy investors to profit. Here's how delistings work and some ways to cash in.
  2. Investing

    SEC Filings: Forms You Need To Know

    The forms companies are required to file provide a clear view of their histories and progress.
  3. Personal Finance

    Policing The Securities Market: An Overview Of The SEC

    Find out how this regulatory body protects the rights of investors.
  4. Investing

    10 Most Famous Public Companies That Went Private

    Here’s a list of the most popular listed companies that went private in recent decades.
  5. Investing

    Violin Memory Now Trades on OTC Markets (VMEM)

    A day after the NYSE delisted Violin Memory stock, the storage company traded on the over-the-counter market for the first time.
  6. Personal Finance

    Dark Pools: The SEC Is Moving to Tighten Oversight

    The agency is concerned that dark pools' lack of transparency could disrupt the markets
  7. Investing

    Leveraged Oil ETFs Face Delisting (UWTI, DWTI)

    Facing new regulatory pressure, CreditSuisse is going to shut down two popular leveraged oil ETFs in less than a month.
  8. Financial Advisor

    What Triggers an SEC Audit for Financial Advisors?

    Advisors looking to avoid an SEC audit should pay heed to this list of what may catch the regulator's attention.
  9. Taxes

    What IRS Form 990 Tells About a Nonprofit

    Want a picture of an organization's activities? This annual form, open to the public, sums up everything from salaries paid to missions accomplished.
  10. Investing

    Investigating The Stock Premium Puzzle

    The Three-Factor Model tries to demystify the baffling small-cap and value return premiums.
RELATED FAQS
  1. My Stock Missed a Filing Deadline. What Now?

    When a deadline is missed, it can be a problem for investors to try to figure out what happened. Read Answer >>
  2. What are the listing requirements for the Nasdaq?

    Learn what it takes to be on the Nasdaq. Only companies with a solid history and top-notch management behind them are considered. Read Answer >>
  3. Move from an OTC to a major exchange

    In order to move a company from over-the-counter market to a major exchange, a number of conditions must be met to being ... Read Answer >>
Hot Definitions
  1. Portfolio

    A portfolio is a grouping of financial assets such as stocks, bonds and cash equivalents, also their mutual, exchange-traded ...
  2. Gross Profit

    Gross profit is the profit a company makes after deducting the costs of making and selling its products, or the costs of ...
  3. Diversification

    Diversification is the strategy of investing in a variety of securities in order to lower the risk involved with putting ...
  4. Intrinsic Value

    Intrinsic value is the perceived or calculated value of a company, including tangible and intangible factors, and may differ ...
  5. Current Assets

    Current assets is a balance sheet item that represents the value of all assets that can reasonably expected to be converted ...
  6. Volatility

    Volatility measures how much the price of a security, derivative, or index fluctuates.
Trading Center