What Is SEC Form 40-F?

SEC Form 40-F is a filing with the Securities and Exchange Commission (SEC) by companies domiciled in Canada with securities registered in the U.S. Form 40-F is an annual filing similar to Form 10-K for U.S-based companies in purpose and content.

SEC Form 40-F Explained

In accordance with the SEC Exchange Act, a Canadian company that has been subject to reporting to any Canadian regulatory authority for at least 12 months, and has outstanding equity shares valued at US$75 million or more, must file a Form 40-F to register securities that it intends to offer in U.S. markets. After securities commence trading, this Canadian company must update and file the same form on an annual basis. Public companies in Canada utilize IFRS (International Financial Reporting Standards) for its financial statements, which the SEC accepts as an equivalent to generally accepted accounting principles (GAAP) in terms of accuracy, comprehensiveness, and rigor in accounting policies and procedures. Therefore, Canadian companies filing with the SEC do not have to reconcile IFRS-prepared numbers to GAAP.

Typical Contents of SEC Form 40-F

A Form 40-F reads very much the same as a Form 10-K that investors are accustomed to seeing for U.S. public companies. The filing begins with a business overview, with explanations of strategy, end markets served, industry structure and competitive advantages. A management discussion and analysis (MD&A) of at least the two preceding fiscal years is also a prominent portion of the first half of the filing. The filing contains an important risk disclosure section, financial statements with notes to the statements, description of the company's capital structure, list of major shareholders, biographies of directors and executive officers, legal matters, and other material information that an investor relies on.

Form 40-F Versus Form 20-F

Form 20-F, like Form 40-F, is similar to Form 10-K, but it is a filing that all non-Canadian foreign private issuers must submit to the SEC to initially register securities for distribution in the U.S. and file on an ongoing basis each year.