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Section 12(b), 12(g) and 15(d), explained
Three provisions of the Exchange Act decide what a company owes, and the cover of every 10-K says which.
- Section 12(b)
- A class listed on an exchange
- Section 12(g)
- 2,000 holders and $10M in assets
- Section 15(d)
- An effective registration statement
- Section 12 only
- Section 16, proxy rules, 13D, 13G
- Leaving
- Form 15 below 300 holders of record
Reading the 10-K cover
- 01Section 12(b) table
- 02Section 12(g) list
- 03Section 15(d) check box
- Section 12(b) tableClass, trading symbol and exchange; anything here means a listed, 12(b) class.
- Section 12(g) listClasses with no exchange; anything here means Section 16 and the proxy rules apply.
- Section 15(d) boxNone under either, and reports filed because Section 15(d) requires them, means a 15(d)-only reporter.
The 12(g) thresholds
- Both testsBanks and bank holding companies use 2,000 holders alone. Rule 12g-1 exempts an issuer whose total assets do not exceed $10 million, or whose class is held by fewer than 2,000 persons with fewer than 500 of them non-accredited.
- Held of recordCounts record holders, not beneficial owners in street name. Counsel and the transfer agent do the count.
- Registration formA Form 10 registers a class under 12(g) or 12(b); a Form 8-A is the short form used with an exchange listing. Both are counsel-prepared filings outside TakePublic.
What each basis triggers
- Every basis10-K, 10-Q and 8-K under Section 13(a) or 15(d), and the EDGAR Next annual confirmation.
- 12(b) and 12(g)Section 16: Forms 3, 4 and 5 and the short-swing profit rule; the proxy rules; Schedules 13D and 13G by 5% holders. Sections 16(a), 14(a) and 13(d) each reach securities registered pursuant to Section 12.
- 12(b) onlyThe exchange rulebook.
- 15(d) onlyNone of the Section 12 companions. All deadlines ET on TakePublic's Company calendar.
Leaving each basis
- 12(g): Rule 12g-4Termination takes effect 90 days after a Form 15 certifying fewer than 300 holders of record, or fewer than 500 with total assets of $10 million or less in each of the last three fiscal years. The reporting duty suspends on filing.
- 15(d): Rule 12h-3The duty suspends for a fiscal year, other than the year of effectiveness, when each registered class has fewer than 300 holders of record at the start of the year. Rule 12h-3 allows a Form 15 certification on the same counts, if the issuer is current.
- 12(b): delisting firstA 12(b) class must be delisted and deregistered under Section 12(d) before the 12(g) or 15(d) analysis takes over.
Frequently asked questions
What are the Section 12(g) registration thresholds?
Total assets exceeding $10 million and a class of equity held of record by 2,000 persons, or by 500 persons who are not accredited investors, measured at fiscal year end. Registration is due within 120 days after that year end.
Does a 15(d) reporter have Section 16 insiders?
No. Section 16(a) applies to equity registered under Section 12, so a company reporting only under 15(d) owes no Forms 3, 4 or 5, and the proxy rules and Schedules 13D and 13G do not apply either.
Where on the 10-K does it say which section applies?
On the cover: the Section 12(b) table with exchange names, the Section 12(g) list without them, and the check box about reports required under Section 13 or 15(d).
How does a company stop reporting?
Below 300 holders of record, counsel can certify on Form 15 under Rule 12g-4 for a 12(g) class or Rule 12h-3 for a 15(d) duty; a listed class is delisted first. The counts and eligibility are a counsel question.
Does TakePublic use the registration basis?
Yes. Onboarding reads it from EDGAR, and the Company calendar schedules Form 5 checks and the proxy cue only for a Section 12 class. A 15(d) profile shows the periodic reports and the EDGAR Next confirmation.
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.