Who it serves
TakePublic for non-traded REITs and BDCs
SEC reporters with no trading symbol; Section 12(g) decides which insider rules follow.
- Who it is for
- Non-traded REITs and BDCs
- What you run
- Periodic deadlines and Section 16
- Basis
- 15(d) from the offering; 12(g) by holders
- Onboarding
- By CIK, no ticker needed
- Plan
- Monitor or Section 16; Core in closed beta
How the reporting duty arises
- 01Offering registered
- 02Section 15(d) reporting starts
- 03Holders cross 2,000
- 04Section 12(g) rules follow
- Registration formsA non-traded REIT registers its continuous offering on Form S-11, a BDC on Form N-2, and effectiveness brings the 10-K, 10-Q and 8-K duty.
- Section 12 companionsSection 16, the proxy rules and Schedules 13D and 13G attach once a class is registered under Section 12(g).
The thresholds
- Section 12(g) testWithin 120 days after the first fiscal year end at which total assets exceed $10 million and a class is held of record by 2,000 persons, or by 500 who are not accredited investors, the class must be registered under Section 12(g).
- Every BDCSection 54(a) of the Investment Company Act lets a company elect BDC status only if it has, or has filed for, a class of equity registered under Section 12.
- Leaving 12(g)Rule 12g-4 lets an issuer certify termination on Form 15 when a class has fewer than 300 holders of record, or fewer than 500 with total assets of $10 million or less for three fiscal years.
What applies to each
- 15(d)-only REIT10-K, 10-Q, 8-K and the EDGAR Next confirmation, with no Forms 3, 4 and 5, no Exchange Act proxy statement and no Schedules 13D and 13G, though charter and state law may still require a meeting.
- 12(g) REIT or BDCAll of the above plus Forms 3, 4 and 5 for directors, officers and 10% holders, the proxy or information statement, and Schedules 13D and 13G by 5% holders.
- Externally managedWho counts as an officer when the adviser supplies management is a counsel question.
Which plan fits
- MonitorThe Company calendar with 10-K, 10-Q and 8-K deadlines in ET, NT notice dates, the EDGAR Next confirmation, health score and email alerts, reading the registration basis from EDGAR.
- Section 16For 12(g) REITs and every BDC: Forms 3, 4 and 5 drafted from your roster and filed after your designated reviewer, such as your securities attorney, signs off.
- Core, in closed betaDrafts the 10-K, 10-Q, 8-K and NT notices from your books; request access on the pricing page.
Frequently asked questions
Does a non-traded REIT have Section 16 insiders?
Only if a class of its equity is registered under Section 12(g). Until then, a REIT reporting only under Section 15(d) owes no Forms 3, 4 or 5.
Why does every BDC have Section 16 obligations?
Section 54(a) of the Investment Company Act conditions the BDC election on having, or having filed for, a class of equity registered under Exchange Act Section 12, and Section 16(a) reaches every class registered under Section 12.
When must a REIT register under 12(g)?
Within 120 days after the last day of the first fiscal year at which total assets exceed $10 million and a class is held of record by 2,000 persons, or by 500 persons who are not accredited investors.
Can we onboard without a ticker?
Yes. Onboarding accepts a CIK and builds the company profile from its EDGAR filing history.
Do the proxy rules apply to our annual meeting?
Under the Exchange Act, only to a class registered under Section 12; a 15(d)-only REIT's meeting follows its charter and state law. Which applies is a counsel question.
Official sources
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Get started Run a free scan firstTakePublic 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.