In the SEC world Foreign Private Issuers (FPI\u2019s) are companies organized outside the United States who have stock that trades on a US exchange. Foreign Private Issuers are permitted to use a special reporting system which includes the Form 20-F Annual Report and Form 6-K for other reporting. This system has a number of accommodations for companies organized outside the United States. For example, FPI\u2019s are actually allowed to report to the SEC using IFRS and the volume of compensation disclosures can be substantially less than for domestic registrants.<\/p>\n
<\/p>\n
Like all SEC reporting regimens, the FPI system has its own nuances and subtleties. For example, simply being organized outside the US does not entitle a company to use the FPI system. The more formal definition of a FPI is in an Exchange Act Rule:<\/p>\n
<\/p>\n
<\/p>\n
(Note: (a) and (b) omitted)<\/p>\n
<\/p>\n
(c) The term foreign private issuer means any foreign issuer other than a foreign government except for an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter:<\/p>\n
<\/p>\n
(1) More than 50 percent of the issuer’s outstanding voting securities are directly or indirectly held of record by residents of the United States; and<\/p>\n
<\/p>\n
(2) Any of the following:<\/p>\n
<\/p>\n
(i) The majority of the executive officers or directors are United States citizens or residents;<\/p>\n
(ii) More than 50 percent of the assets of the issuer are located in the United States; or<\/p>\n
(iii) The business of the issuer is administered principally in the United States.<\/p>\n
<\/p>\n
This means that a company that is currently a FPI must monitor its status<\/strong> to see if it continues to meet this definition. If at some point it no longer meets the definition it must switch to the regular Form 10-K, Form 10-Q and Form 8-K reporting regimen. You may also find Topic 6 of the Financial Reporting Manual<\/u><\/a>, Foreign Private Issuers & Foreign Businesses<\/em>, helpful.<\/p>\n <\/p>\n To help FPI\u2019s deal with some of the unique aspects of this special system PLI is offering a One-Hour Briefing on October 6 entitled \u201cAccessing the U.S. Capital Markets:\u00a0 What Foreign Private Issuers Need to Know.\u201d You can learn more about the briefing here<\/u><\/a>.<\/p>\n <\/p>\n Also, while we have offered our SEC Reporting Skills Workshop for 20-F Filers on an on-site basis over the past few years, we will have a public session of the workshop<\/u><\/a> in New York late next year along with our Annual Forum in New York.<\/p>\n <\/p>\n As always, your thoughts and comments are welcome!<\/p>\n","protected":false},"excerpt":{"rendered":" In the SEC world Foreign Private Issuers (FPI\u2019s) are companies organized outside the United States who have stock that trades on a US exchange. Foreign Private Issuers are permitted to use a special reporting system which includes the Form 20-F Annual Report and Form 6-K for other reporting. This system has a number of accommodations … Continue reading Developments for Foreign Private Issuers<\/span>