Form 40-F

Form 40-F is the annual report and Exchange Act registration form available to large, established Canadian companies, letting them satisfy U.S. SEC reporting largely with the disclosure documents they already prepare under Canadian securities law. Rather than rebuilding their disclosure around U.S. items, eligible companies file their Canadian annual information form, audited annual financial statements, and management's discussion and analysis under a 40-F cover.

It is the Canadian counterpart to Form 20-F, and the two are the main annual filings for foreign issuers listed in the United States.

Eligibility, set in 17 CFR 249.240f and the form's General Instruction A, has four parts. The company must be incorporated or organized in Canada or a Canadian province or territory; it must be a foreign private issuer or a crown corporation; it must have been subject to Canadian periodic reporting for at least 12 calendar months before filing and be current in those obligations; and the public float of its equity shares must be $75 million or more. Public float counts only shares held by non-affiliates, and for this form an affiliate is anyone owning or controlling more than 10 percent of the equity shares. Registered investment companies cannot use it.

The timing follows Canada rather than a U.S. calendar. A 40-F annual report is filed the same day the underlying information is due to the Canadian securities regulator. Between annual reports, the company furnishes on Form 6-K whatever material information it makes public at home, files with a stock exchange, or sends to shareholders. The form also carries governance disclosures such as whether the company has an audit committee financial expert and a code of ethics.

For an analyst, a 40-F means the filing reads like a Canadian disclosure package rather than a 10-K. The financial statements, MD&A, and annual information form often arrive as separate exhibits, so locating a specific figure means knowing which exhibit holds it.