Form 20-F

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Background on 20-F

Form 20-F requires foreign private issuers with equity shares listed on exchanges in the US to file an annual submission report with the Securities and Exchange Commission within four months of their fiscal year-end in order to disclose financial information to investors with the goal to fairly evaluate external entities on the same manner as US-based companies. The main activities or circumstances that would require a foreign private issuer to register with the SEC include:

  • US Public Offering
  • US Listing
  • Quotations in the US Over-the-Counter Market (OTCBB)
  • Shareholder and Asset Thresholds - Rule 12g3-2(b) Exemption

In order to be classified as a foreign private issuer and be able to submit 20-F filings a company must have less than 50% of its voting shares held by US residents. A corporation that doesn't qualify as a foreign private issuer would be subject to the same registration and disclosure requirements practiced by domestic US entities. According with specific rules adopted by the SEC, foreign private issuers are entitled to:

  • Present financial statements in accordance with the US GAAP, or home country standards with reconciliation to US GAAP
  • Exempt from the proxy rules under the Rule 3a12-3(b) of the Exchange Act
  • Exempt from filing beneficial ownership reports required by Section 16(a) of the Exchange Act
  • Exempt from disclosing requirements of Regulation FD
  • Present a particular registration and reporting forms created specifically for them
  • Present a special exemption from registration under the Exchange Act

All registration statements and 20-F filings are submitted electronically through the Electronic Data Gathering and Retrieval (EDGAR) system, a freely available database on the Internet used by reporting issuers to disclose financial information and fulfill compliance requirements with the SEC.

Visit our website for more information on Form 20-F filing services.