What Is SEC Form N-54C?

SEC Form N-54C is a document that must be filed with the Securities and Exchange Commission (SEC) by a company that wants to reverse its voluntary election to be regulated as a business development company.

The full title of the form is noted as Form N-54C Notification of Withdrawal of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 Filed Pursuant to Section 54(C) of the Investment Company Act of 1940.

  • SEC Form N-54C is used to reverse a company's election to be regulated as a business development company.
  • Business development companies arrange to finance various types for small- and medium-sized businesses.
  • The form indicates that the company has changed its business model, is being absorbed by another business, or is ceasing doing business.

Understanding SEC Form N-54C

The Investment Company Act of 1940 provides a number of regulatory options for investment companies. Section 54 of the Act of 1940 allows a company to register as a business development company if it meets the specified provisions outlined in Sections 55 through 65.

Business development companies (BDCs) were created in 1980 to help support the creation of small- and medium-sized businesses in the U.S. BDCs may arrange equity, debt, and alternative financing products for businesses with a market value of $250 million or less. To obtain BDC status, 70% of a company’s assets must be invested in U.S. firms that qualify.

A company that chooses to register as a BDC must complete Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 Filed Pursuant to Section 54(A) of the Act. They also may need to file Form N-6F Notice of Intent to Elect to be Subject to Sections 55 through 65 of the Investment Company Act of 1940.

If a company has elected to be regulated as a BDC and later chooses to withdraw this election, it must file SEC Form N-54C.

Section 54(c) of the Act of 1940 describes how a company may withdraw its election to be regulated as a business development company. Companies can also have their BDC status revoked.

How to File SEC Form N-54C

In order to withdraw its BDC status, a company must submit the original N-54C Form and three copies of it. There is no fee for submitting Form N-54C.

Form N-54C is available on the SEC website. The form provides an outline for basic information and signatures.

The company must provide a basis for its request to withdraw from its previous status. The form allows for any of six reasons:

  1. No public offering of securities was ever made.
  2. The company's assets have been significantly distributed and the business is in the process of dissolving.
  3. The business has sold its assets or merged with another company.
  4. The business has changed significantly.
  5. The company has filed Form N-8A. 
  6. Other. Must provide an explanation.

The withdrawal of the election is effective as soon as it is received by the SEC. Once a company’s withdrawal is effective it may be subject to Sections One through 53 of the Act of 1940,

Download SEC Form N-54C Here

Form N-54C is available for download on the SEC site.