SEC Form F-N

What Is SEC Form F-N?

SEC Form F-N is a filing required of foreign banks, insurers, holding companies, and subsidiaries to make public securities offerings in the U.S.

The Securities and Exchange Commission (SEC) form is a notification of the appointment of an agent for service by certain foreign institutions. and is part of the F series of SEC filings that apply to foreign companies making offerings in the United States.

As of 2002, SEC Form F-N must be filed electronically. 

KEY TAKEAWAYS

  • SEC Form F-N is a filing required of foreign banks, insurers, holding companies, and subsidiaries that want to make public securities offerings in the U.S.
  • SEC Form F-N is part of the F series of SEC filings that apply to foreign companies and must be filed electronically.
  • If the foreign issuer has already filed an SEC Form F-X, the issuer is exempt from this form under the Securities Act of 1933.

How SEC Form F-N Works

SEC Form F-N is formally the "appointment of agent for service of process by foreign banks and foreign insurance companies and certain of their holding companies and finance subsidiaries making public offerings of securities in the United States."

The form was secured by the Securities Act of 1933, the "truth in securities" law. Registration forms disclose important information upon registration of a company's securities. This helps the SEC achieve the act's objectives that investors receive significant information regarding securities offered, and to prevent fraud in the sale of the offered securities.

SEC Form F-N vs. Form F-X

If the foreign issuer has already filed an SEC Form F-X, it is exempt from having to file this form under the Securities Act of 1933. Forms F-N and F-X are both used to designate a U.S. agent. Issuers are also exempt from having to file Form F-N if they are issuing debt securities or non-voting preferred shares.

SEC Form F-N Requirements and Structure

According to the SEC, Form F-N applies to three types of filers:

  1. A foreign issuer that is a foreign bank or foreign insurance company excepted from the definition of an investment company by rule 3a-6 [17 CFR 270.3a-6] under the Investment Company Act of 1940
  2. A foreign issuer is a financial subsidiary of a foreign bank or foreign insurance company, as those terms are defined in rule 3a-6 under the 1940 act if such finance subsidiary is excepted from the definition of investment company by rule 3a-5 [17 CFR 270.3a-5] under the 1940 act
  3. A foreign issuer that is excepted from the definition of investment company by rule 3a-1 [17 CFR 270.3a-1] under the 1940 act because some or all of its majority-owned subsidiaries are foreign banks or foreign insurance companies excepted from the definition of investment company by rule 3a-6 under the 1940 act

The SEC provides a Form F-N template, which is valid until May 31, 2024.

Six copies of Form F-N must be filed with the SEC, one of which must be signed manually. The estimated time burden for filing a Form F-N is one hour. The form requires the name of the filer, whether the filing is original or an amendment, the registrant's name, form type, file number (if known), who filed the form, and the date filed. 

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