USA—Understanding the registration and reporting requirements for foreign private issuers
Produced in partnership with Jonathan Guest of McCarter & English LLP
USA—Understanding the registration and reporting requirements for foreign private issuers

The following Financial Services guidance note Produced in partnership with Jonathan Guest of McCarter & English LLP provides comprehensive and up to date legal information covering:

  • USA—Understanding the registration and reporting requirements for foreign private issuers
  • Foreign private issuer status
  • Form 20-F
  • Form 6-K

Certain foreign companies that issue securities, or desire a secondary public trading market for their securities, in the United States face different registration and reporting requirements than US-based issuers. The US Securities and Exchange Commission (SEC) has developed a series of forms for registration statements and reports to be used by foreign private issuers (FPIs) (discussed below), which are typically designated by 'F'. Among the most important is Form 20-F because it contains items of disclosure and related instructions that apply to registration statements used by FPIs to register the offer and sale of securities under the Securities Act of 1933, as amended (Securities Act) (Forms F-1, F-3 and F-4) and register a class of securities under Section 12(b) or 12(g) (15 USCS § 78l) under the Securities Exchange Act of 1934, as amended (Exchange Act), and annual reports filed pursuant to Section 13 (15 USCS § 78m) or 15(d) (15 USCS § 78o) under the Exchange Act. This Practice Note explores the Exchange Act registration process for FPIs and subsequent reporting obligations using Forms 20-F and 6-K.

Foreign private issuer status

What is a 'foreign private issuer'? This term is defined in Rule 3b-4 (17 CFR 240.3b-4) under the Exchange Act and Rule 405 (17 CFR 230.405) under the Securities Act of 1933, as amended (Securities Act); the rules