SEC filings
Form 15, deregistration and going dark
The notice that terminates a Section 12 registration or suspends Section 15(d) reporting.
- Forms
- 15-12B, 15-12G, and 15-15D
- Holder threshold
- Fewer than 300 holders of record
- Effect
- 15(d) suspends; 12(g) ends in 90 days
- Prepared by
- Your securities counsel
- Plan
- Tracked on every plan
When Form 15 changes reporting status
- 15-12BTerminates registration under Section 12(b).
- 15-12GSection 12(g) registration terminates 90 calendar days after filing.
- 15-15DSection 15(d) reporting obligations suspend on filing.
- Counsel confirmsEligibility and the correct variant depend on the company's registration and reporting basis. Timing is tracked in ET.
Deregistering or staying current
Going dark can reduce recurring reporting costs, but it also ends or suspends the record investors, markets and counterparties use. TakePublic lowers the cost of staying current; it is not a law firm and does not advise whether to deregister.
How TakePublic handles it
TakePublic prepares this; your filing agent files it. TakePublic drafts the Form 15, runs the review and counsel sign-off, freezes the signed package, and at Sign and submit the company downloads the filing package (EDGAR envelope, signed documents, manifest and PDF proof) and hands it to its filing agent. The Company calendar row closes when EDGAR shows the filing.
Frequently asked questions
How many holders of record can a company have for Form 15?
Generally fewer than 300 holders of record, or 500 for certain small banks. Securities counsel should confirm eligibility and how holders are counted.
When do reporting obligations end after Form 15?
Section 15(d) reporting obligations suspend on filing; Section 12(g) registration terminates 90 calendar days after filing. The result depends on the company's reporting basis and Form 15 variant.
Does TakePublic handle Form 15?
Not today. Your securities counsel prepares and files it; add it to your Company calendar with the date counsel sets and TakePublic shows it in ET and marks it satisfied from EDGAR. TakePublic is not a law firm.
Official sources
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TakePublic is a technology platform, not a law firm, broker-dealer, or auditor. Forms 3, 4 and 5 prepared in TakePublic file only after the reviewer the company designates, such as its securities counsel, signs off; any other filing prepared in TakePublic files only after a licensed securities attorney signs off.