Form 15

Form 15 is the short SEC filing a company uses to end the Exchange Act Section 12(g) registration of a class of its securities, or to give notice that its duty to file periodic reports under Section 13(a) or 15(d) has been suspended. Put simply, it is how a company stops being an SEC reporting company, often called deregistering or going dark.

The form itself is brief: the company checks the rule it relies on and states its approximate number of holders of record.

Under Rule 12g-4, a company can certify on Form 15 that a class of securities registered under Section 12(g) is held of record by fewer than 300 persons, or by fewer than 500 persons if its total assets stayed at or below $10 million at the close of each of its three most recent fiscal years. Banks, savings and loan holding companies, and bank holding companies use a threshold of 1,200 persons instead of 300. Termination takes effect 90 days after the certification, or sooner if the SEC decides, but the company's duty to file Section 13(a) reports is suspended immediately when the Form 15 is filed.

Filing a Form 15 is not a permanent escape if the basis for it fails. If the certification is withdrawn or denied, the company has 60 days to file every report it would otherwise have owed. The form also covers suspensions under Rules 12h-3, 15d-6, and 15d-22(b). Rule 15d-6 requires a company whose Section 15(d) duty is suspended for a fiscal year to file the Form 15 notice within 30 days after that fiscal year begins, unless one was already filed under Rule 12h-3.

For shareholders, a Form 15 means the steady flow of audited 10-Ks, quarterly 10-Qs, and 8-Ks is about to stop. It can follow an acquisition, where the target no longer needs to report, or come from a small company choosing to shed reporting costs, leaving holders with far less information.