|
Form 15 is a simple form.
It’s one page, and requires only that the issuer check at least one of the five boxes. However, there are complicated conditions to the use of Form 15, and the consequences of the filing are often misunderstood.
Background
For a variety of reasons, many issuers no longer want to be a reporting company, subject to the requirements of the ’34 Act. Most issuers, their management, and their counsel are aware that filing a Form 15 is a common way of exiting the system.
Form 15 serves two distinct purposes. Its title is
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
The form can be used to either as a (a) certification and notice of termination of registration under Section 12(g) of the Securities Exchange Act of 1934, or as a (b) suspension of duty to file reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934.
Section 15(d) Filers
There are two common scenarios whereby an issuer begins filing ’34 Act reports with the SEC. One is pursuant to Section 15(d), which applies when an otherwise non-reporting issuer files a ’33 Act registration statement.
The following is a quote from SEC Staff Legal Bulletin No. 18:
When an issuer’s registration statement under the Securities Act of 1933 becomes effective, Section 15(d) requires the issuer to file the reports required by Section 13(a) of the Exchange Act with respect to each class of securities covered by the registration statement. As the Commission has explained, the purpose of periodic reporting under Section 15(d) is “to assure a stream of current information about an issuer for the benefit of purchasers in the registered offering, and for the public, in situations where Section 13 of the Exchange Act would not otherwise apply.” The issuer must continue to file these reports until the Section 15(d) reporting obligation for each class of securities is suspended.
The Section 15(d) reporting obligation is suspended while a class of securities is registered under Section 12 of the Exchange Act. In addition, there are two other ways in which a Section 15(d) reporting obligation may be suspended. First, Section 15(d) provides for an automatic statutory suspension of this reporting obligation if, on the first day of any fiscal year other than the fiscal year in which a Securities Act registration statement became effective, there are fewer than 300 record holders of the class of securities offered under the Securities Act registration statement. Second, an issuer may seek to avail itself of the suspension provided by Rule 12h-3 at any time during the issuer’s fiscal year if it meets the conditions of the rule.
In order to rely on Rule 12h-3, the issuer:
|
