Foreign Private Issuer Periodic Reporting on Form 20-F and Form 6-K

After a foreign private issuer has completed its going public transaction by completing an offering registered under the Securities Act of 1933, as amended (the “Securities Act”) or registered as a class of securities under the Exchange Act of 1934 (the “Exchange Act”), it is required as an SEC reporting company to file reports with the Securities and Exchange Commission (“SEC”) on an ongoing or continuous basis. Foreign Private Issuer SEC reporting requirements with the SEC are as follows:

Annual Reports. 

Foreign private issuers subject to SEC reporting requirements must file annual reports on Form 20-F within four months of the end of their fiscal year.

Form 6-K SEC Periodic Reports. 

Foreign private issuers comply with SEC reporting obligations under the Exchange Act by filing SEC periodic reports on Form 6-K from time to time.  

Foreign private issuers must disclose on Form 6-K the material information that the foreign private issuer (i) makes or is required to make public pursuant to the law of its domicile, incorporation, or organization, (ii) files or is required to file with the NASDAQ or NYSE stock exchange on which its securities are traded and which was made public by NASDAQ or NYSE stock exchange, or (iii) distributes or is required to distribute to its security holders. 

Both NASDAQ and NYSE Stock Exchanges require that Foreign Private Issuers submit to the SEC a Form 6-K six months after the issuer’s Q2 end, which includes six-month unaudited Financial Statements. Form 6-K must also be filed upon certain triggering events on an ongoing basis. Additionally, Form 6-K also requires general areas of disclosure, 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.

Form 6-K must be filed promptly after the material contained in the report is made public. Under the Form 6-K reporting regime, interim reporting for foreign private issuers parallels the requirements of the issuer’s home country regulatory and stock exchange practices.

Beneficial Ownership Disclosure Obligations Arising from Registration

One of the consequences for shareholders of a public company registered under the Exchange Act is the application of beneficial ownership reporting requirements. Exchange Act Sections 13(d) and 13(g) and corresponding Exchange Act Regulation 13D-G establish a comprehensive reporting system for information relating to an issuer’s beneficial ownership (generally defined as the direct or indirect ability to vote or dispose of voting equity securities registered under Section 12 of the Exchange Act). This system is designed to provide investors and the issuer with information about accumulations of securities that may have the potential to change or influence control of the issuer. These requirements are the same for foreign private issuers as for other companies. Reporting of the information required by Sections 13(d) and 13(g) is accomplished using Schedule 13(d) and Schedule 13(g).

To speak with a Securities Attorney, please contact Brenda Hamilton at 200 E Palmetto Rd, Suite 103, Boca Raton, Florida, (561) 416-8956, or by email at [email protected]. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Attorneys
Brenda Hamilton, Securities Attorney
200 E Palmetto Rd, Suite 103
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com