Foreign Private Issuer (FPI)

A foreign private issuer (FPI) is a company incorporated or organized outside the United States that is not a foreign government and is not so closely tied to the U.S. that the SEC treats it as domestic — a status that lets it file annual reports on Form 20-F and furnish interim information on Form 6-K instead of filing 10-Ks, 10-Qs, and 8-Ks.

The term is defined in Exchange Act Rule 3b-4 and, in matching terms, in Securities Act Rule 405.

The test screens out foreign companies with a heavy U.S. presence. A foreign issuer loses FPI status only if, on the last business day of its second fiscal quarter, both of the following are true: more than 50 percent of its outstanding voting securities are held of record, directly or indirectly, by U.S. residents; and at least one of three U.S. contacts applies — most of its executive officers or directors are U.S. citizens or residents, more than 50 percent of its assets are located in the U.S., or its business is administered principally in the U.S.

Status is rechecked each year at the end of the second quarter. A company that fails the test must switch to domestic forms starting on the first day of the next fiscal year, while one that newly qualifies can use the FPI forms right away. A company registering with the SEC for the first time makes the determination within 30 days before its initial registration statement.

The status changes more than the form numbers. Form 6-K has no fixed item list; an FPI furnishes material information it makes public at home, files with its stock exchange, or sends to shareholders, promptly after it becomes public. Section 16 reporting also differs: the current Form 3 instructions cover the directors and officers of an FPI but carve out its holders of more than 10%, so large owners of foreign companies are absent from Form 4 data. For investors, comparing an FPI with U.S. peers means allowing for different report timing and a different interim disclosure regime.