According to the U.S. Securities and Exchange Commission (SEC), when a Foreign Private Issuer (FPI) that has listed its securities in the United States, the FPI becomes subject to reporting obligations under Section 13 of the US Securities Exchange Act of 1934 (Exchange Act) – FPIs have two primary reporting obligations: 1.) filing an Annual Report on Form 20‑F within four months after fiscal year end, as required by Exchange Act Rule 13a‑1; and 2.) furnishing reports on Form 6‑K from time to time, as required by Exchange Act Rule 13a‑16
The SEC has stipulated that Foreign Private Issuers (FPI) are obligated to furnish to the SEC under cover of Form 6-K any material information, including:
- changes in business;
- changes in management or control;
- acquisitions or dispositions of assets;
- bankruptcy or receivership;
- changes in registrant’s certifying accountants;
- the financial condition and results of operations;
- material legal proceedings;
- changes in securities or in the security for registered securities;
- defaults upon senior securities;
- material increases or decreases in the amount outstanding of securities or indebtedness;
- the results of the submission of matters to a vote of security holders;
- transactions with directors, officers or principal security holders;
- the granting of options or payment of other compensation to directors or officers;
- and any other information which the foreign private issuer deems of material importance to security holders.
Source: https://www.sec.gov/divisions/corpfin/internatl/foreign-private-issuers-overview.shtml
Globally, thousands of companies have chosen to work with DFIN in their regulatory filings. DFIN’s new ActiveDisclosureSM is a purpose-built SEC and financial reporting software designed to enable faster and more collaborative workflows in the reporting process. In reference to many of our clients’ successful filings, the DFIN ActiveDisclosure team developed a pre-filing checklist which highlights 6 tips and recommendations including formatting, exhibit indexing, and filing times & dates, to help current and future FPIs better prepare for their next SEC Form 6-K filing.
