Option C: Terminate Exchange Act Registration by Filing a Form 15 Followed by a Form 10 Registration Statement
If a Company qualifies to do so, they may file a Form 15, terminating its Exchange Act registration and thereby relieving it of the Exchange Act reporting requirements. To qualify to file a Form 15, a Company currently must either have fewer than 300 shareholders, or fewer than 500 shareholders if it has assets of less than $10 million.
Title V of The JOBS Act amends Section 12(g) and Section 15(d) of the Exchange Act as to threshold shareholder requirements and registration and deregistration requirements such that the shareholder threshold before requiring registration and subsequent reporting with the SEC has been increased from 500 to either (a) 2,000 or more, or (b) 500 or more unaccredited shareholders. It is expected that the SEC will implement rules to amend Exchange Act Rule 12g-4 to conform with Section 12(g).
A Form 15 does not technically relieve a Company’s obligation to file past due reports (only future reports); however, in practice the SEC does not generally require such filings.
An Issuer that files a Form 15 may thereafter file a new Form 10 registration statement subjecting it to the Exchange Act reporting requirements going forward. As with all Form 10 registration statements, the Form 10 will include two years of audited financial statements.
SEC Form 15 is a voluntary filing with the Securities and Exchange Commission (SEC), also known as the Certification and Notice of Termination of Registration. It is used by companies to revoke their registrations as publicly-traded corporations.
Form 15 is typically used by small companies with a limited number of shareholders who decide that the expense and reporting requirements of remaining a publicly-traded corporation are too onerous. The company's shares will cease trading, while its remaining owners may retain or sell their shares privately.
KEY TAKEAWAYS Form 15 informs the SEC that a company no longer wants to trade publicly, and therefore won't follow the usual government reporting requirements. The form is most often used by small companies with few shareholders who find the SEC reporting regulations burdensome. It is sometimes used by companies in deep trouble that face imminent de-listing anyway. Understanding SEC Form 15 SEC Form 15 notifies the SEC that the company filing it does not intend to continue to file the various forms that are required in order to maintain its listing as a public company.
A company must have fewer than 300 shareholders to be eligible to file Form 15.