Form 10

Form 10 is the general registration statement a company files with the SEC to register a class of securities under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 when no other form is prescribed. Registering under the Exchange Act makes the company a reporting company, obligated from then on to file 10-Ks, 10-Qs, and 8-Ks.

Form 10 is not an offering document. It registers a class of securities for ongoing reporting and trading rather than registering a sale of new securities, which is the job of Securities Act forms such as the S-1.

The form reads much like a 10-K, because it pulls its items from the same rulebook. Item 1 (Business) calls for Item 101 of Regulation S-K; Item 1A (Risk Factors) for Item 105; Item 2 (Financial Information) for MD&A under Item 303 and market-risk disclosure under Item 305. Later items cover properties, beneficial ownership of major holders and management, directors and executive officers, executive compensation, related-party transactions and director independence, legal proceedings, the market for the common equity, recent unregistered sales, a description of the securities being registered, and financial statements under Regulation S-X. Smaller reporting companies can skip risk factors and use the scaled financial statements in Article 8 of Regulation S-X.

Companies typically reach for Form 10 when they need to become reporting companies without a registered public offering, for example a business being spun off to an existing company's shareholders or a private company whose number of holders requires Section 12(g) registration. Foreign private issuers use Form 20-F for the same purpose.

The phrase "Form 10 information" also appears elsewhere in SEC rules. A former shell company must have filed current Form 10 information before it can use Form S-8, and at least 12 calendar months before it can rely on the limited primary offering path on Form S-3. For investors, a Form 10 is usually the first full public disclosure about a newly independent business.