What is SEC Form N-54C

SEC Form N-54C is a form completed by an investment company and filed with the Securities and Exchange Commission in order to withdraw its voluntary election to be regulated as a business development company as defined in Sections 55 through 65 of the Investment Company Act of 1940.


SEC Form N-54C must be accompanied by a written explanation for withdrawing such as the company's sale, merger or closure. Section 54(c) of the Investment Company Act outlines how a company may submit and/or withdraw its election to be regulated as an investment development company. The company must submit the original and three copies of the form. Depending on the company's legal structure it must include with signatures on the form from either the director, officer or trustee of the Board or a general partner of the firm. There is no fee for submitting Form N-54C.

Guidelines for Filing SEC Form N-54C

In addition to completing the cover page, a company withdrawing its election under section 54(a) of the Investment Company Act must state one of the following bases for filing the notification of withdrawal:

  1. The company has never made a public offering of its securities; does not have more than 100 security holders for purposes of section 3(c)(1) of the Act and the rules thereunder; and does not propose to make a public offering.
  2. The company (1) has distributed substantially all of its assets to its security holders and has effected, or is in the process of effecting, a winding-up of its affairs, and (2) is not liquidating as part of a merger.
  3. The company has (1) sold substantially all of its assets to another company; or (2) merged into or consolidated with another company. Give the name of the other company and state whether the other company is a registered investment company, a company excluded from the definition of an investment company by section 3(c)(1) of the Act, a business development company, or none of the above.
  4. The company has changed the nature of its business so as to cease to be a business development company, and such change was authorized by the vote of a majority of its outstanding voting securities or partnership interests. Describe the company’s new business. Give the date of the shareholders’ or partners’ meeting and the number of votes in favor of and opposed to the change.
  1. The company has filed a notice of registration under section 8 of the Act. State the filing date of the company’s notice of registration (Form N-8A) under the Act.