Thursday, December 11, 2014 9:39:46 AM
DEFINITION of 'SEC Form 15'
A filing with the Securities and Exchange Commission (SEC), also known as the Certification and Notice of Termination of Registration. It is used by publicly traded companies to revoke the registration of their securities. SEC Form 15 may also be used to notify the SEC and investors of a company's intent to cease filing various required forms because their securities no longer fall under certain filing requirements.
INVESTOPEDIA EXPLAINS 'SEC Form 15'
When a company files an SEC Form 15, it usually means one of two things. It may mean that a company is ceasing to exist in a publicly-traded form, either returning to privately-held status or going out of business altogether. Alternatively, it may mean that a company is simply canceling a certain class of securities, replacing them with another class.
Filing the Form 15 will immediately suspend the Company’s reporting obligations under Section 13(a) of the Exchange Act making it no longer necessary to file Forms 10-K, 10-Q or 8-K, or in the case of a foreign private issuer, Forms 20-F or 6-K.
What “Going Dark” Means
“Going dark” refers to the process of voluntarily delisting a public company’s shares from a national securities exchange or inter-dealer quotation system (if so listed or quoted) and subsequently deregistering the shares under the Exchange Act, thus suspending or terminating the company’s public reporting obligations under the Exchange Act. Delisting alone does not eliminate public reporting requirements. Many non-listed companies are also reporting issuers. However, for such an unlisted public reporting company, the lack of a stock exchange listing may substantially diminish the benefits of remaining a public company.
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