What Is SEC Form 8-A12B?

SEC Form 8-A12B is a filing with the Securities and Exchange Commission (SEC) that is required when a corporation wishes to issue certain classes of securities, including rights to buy such securities at a future date. This filing is also known as the Registration for Listing of a Security on a National Exchange Form. Included in SEC Form 8-A12B are details of the issuer and the security.

Key Takeaways

  • A public corporation files SEC Form 8-A12B with the Securities and Exchange Commission when it wants to issue certain types of securities, including the future buying rights of those securities.
  • The form includes specifics about the issuer of the security and the security itself and is useful to investors who are looking to buy preferred stock rights or other securities.
  • Form 8-A12B differs from Form 8-A, which requires transparency regarding details about the issuer's security, such as voting and dividend payout rights, as well as financial statements.

How SEC Form 8-A12B Works

SEC Form 8-A12B can be extremely useful to investors who are considering the purchase of preferred stock rights and other types of hybrid fixed-income securities. Since many of these securities are not regularly followed in the financial media, the best source for definitive information may often be found in the initial SEC registration statement.

Form 8-A12B vs. Form 8-A

Form 8-A is actually a shortened type of securities registration statement that was initially created under the Securities Exchange Act of 1934, aka the “Exchange Act,” which effectively registers a class of any issuer’s securities. Form 8-A mandates the disclosure of general information surrounding the issuer’s securities, such as voting rights, dividend payout rights, as well as any anti-takeover provisions delineated in the issuer’s articles of incorporation and bylaws. 

The disclosure models must include financial statements that are audited in accordance with the standards of, and by an accounting firm that is registered with, the Public Company Accounting Oversight Board.

Subsequent to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), which covers an initial public offering (IPO) or a direct public offering (DPO), issuers of the securities may file a registration statement covering a class of securities under the Exchange Act, which lets issuers list their registered securities in the initial or direct public offering, on a national securities exchange.

Special Considerations: Form 10

Issuers who do not elect to file a registration statement that covers an initial or direct public offering would file a registration statement under the Exchange Act on Form 10, which requires more comprehensive financial statements and other more extensive disclosure measures, than those mandated by Form 8-A.

Because Form 8-A's relative ease and simplicity, and its considerably less stringent disclosure requirements, compared to its Form 10 counterpart, Form 8-A is used with significantly greater frequency by issuers than those who opt for Form 10, which is rarely used, and which requires the issuer to file reports under Section 13 or 15(d) of the Exchange Act.

Related Forms include SEC Forms 8-A12B/A, 8-A12G, and 8-A12G/A.