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Re: YoungB22 post# 7

Thursday, 05/29/2014 11:31:55 AM

Thursday, May 29, 2014 11:31:55 AM

Post# of 20
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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