What Is SEC Form F-6?
SEC Form F-6 is a regulatory document that all investment firms must register with the Securities and Exchange Commission (SEC) if they wish to offer American Depositary Receipts (ADRs) issued by a depositary against the deposit of the securities offered by a foreign issuer.
- SEC Form F-6 is a filing required by investment firms if they wish to offer American Depositary Receipts (ADRs) of a foreign issuer.
- An ADR is a certificate issued by a U.S. depository bank that represents a specified number of shares of a foreign company's stock; the ADR trades on U.S. stock markets as any domestic shares would.
- Depositary shares represented by ADRs are essentially shares of a foreign company traded on U.S. exchanges.
- Foreign companies often list their shares as ADRs in the U.S. in order to attract a greater breadth of investors and increase their status in the corporate world.
Understanding SEC Form F-6
In short, Form F-6 lists shares of foreign securities on a U.S. exchange, including information such as the issuer of the receipt and the name of the foreign stocks it represents. It is important to recognize that the price and liquidity profiles deviate from an ADR's foreign counterpart, due to the fact that the two linked entities trade on separate exchanges.
SEC Form F-6 is mandated under the Securities Act of 1933. It is often referred to as the "Truth in Securities" law because this form discloses essential facts about a company's securities in granular detail. In larger terms, this form is a tool used in the SEC's broader campaign to arm investors with more information and stamp out securities fraud.
Form F-6 is nearly identical to Form F-6EF, which also registers ADRs with the SEC. However, the "EF" in Form F-6EF designates that the form is "auto-effective" upon filing, meaning that the SEC considers the securities to be registered upon receipt.
Eligibility Requirements for Use of Form F-6
According to the form's actual language:
F-6 may be used for the registration under the Securities Act of 1933 (the “Securities Act”) of Depositary Shares evidenced by American Depositary Receipts (“ADRs”) issued by a depositary against the deposit of the securities of a foreign issuer (regardless of the physical location of the certificates) if the following conditions are met:
- The holder of the ADRs is entitled to withdraw the deposited securities at any time subject only to:
- Temporary delays caused by closing transfer books of the depositary or the issuer of the deposited securities or the deposit of shares in connection with voting at a shareholders’ meeting, or the payment of dividends
- The payment of fees, taxes, and similar charges
- Compliance with any laws or governmental regulations relating to ADRs or to the withdrawal of deposited securities
- The deposited securities are offered or sold in transactions registered under the Securities Act or in transactions that would be exempt therefrom if made in the United States
- As of the filing date of this registration statement, the issuer of the deposited securities is reporting pursuant to the periodic reporting requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the deposited securities are exempt therefrom by Rule 12g3-2(b) (§240. l2g3-2(b) of this chapter) unless the issuer of the deposited securities concurrently files a registration statement on another form for the deposited securities.
How to File SEC Form F-6
Firms must file Form F-6 in an electronic format through the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system. This enables investors, regulators, and any other interested parties to quickly and easily access the information if they so desire it. Registration fees and filing fees apply.
3 Conditions to File Form F-6
- ADR holders must generally be entitled to withdraw the underlying securities at any time
- The securities to be deposited against the issuance of ADRs must either be registered under the Securities Act or acquired in exempt transactions (e.g., secondary market purchases)
- The issuer of the underlying securities must be an Exchange Act reporting company or exempt from Exchange Act registration by reason of Rule 12g3-2(b).