What does an issuer need to file to terminate its reporting obligation arising because the issuer has a class of securities registered under Section 12(g)?
An issuer seeking to terminate its registration under Section 12(g) must file a Form 15. Form 15 provides a certification and notice of termination of registration under Rule 12(g), which becomes effective 90 days after the Form 15 is filed. An issuer that has a class of equity securities registered under Section 12(g) may terminate that registration pursuant to Section 12(g)(4) if: (i) the number of record holders of that class falls below 300; or (ii) the number of record holders of that class falls below 500 and the issuer’s assets have been no more than $10 million at the end of each of its last three fiscal years. For issuers that are banks or bank holding companies, Title VI of the Jumpstart Our Business Startups Act recently increased the 300 persons held-of-record test in Section 12(g) (4)to 1,200 persons.If an issuer files a Form 15 to terminate registration under Section 12(g), it does not have to file any current or periodic reports that are due on or after the date the Form 15 is filed. Until the termination of the Section 12(g) registration is effective 90 days after the Form 15 is filed (or such shorter period as the SEC may determine), any other obligations, such as those under the proxy rules, Section 16(b), and certain beneficial ownership reporting requirements, will continue to apply. Once the termination of the Section 12(g)registration is effective 90 days after the Form 15 is filed, all reporting obligations arising from the Section 12(g) registration are terminated. This deregistration process is designed to operate by the passage of time, with a “safety valve” allowing the SEC to intervene in limited circumstances, if necessary. The SEC does not usually provide for any shorter period of time for deregistration under Section 12(g) http://media.mofo.com/files/Uploads/Images/FAQ-Suspending-Reporting-Obligations.pdf http://www.sec.gov/divisions/corpfin/guidance/exchangeactrules-interps.htm
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