SEC Form 15-15D

SEC Form 15-15D is a certification of termination of registration of a class of security under Section 12(g), or a notice of suspension of duty to file reports pursuant to Section 13 and 15(d) of the 1934 Securities Exchange Act Section 13 and 15(d).

Sections 13 and 15(d) of the Securities Exchange Act of 1934 concern the filing of periodic documents, reports and information to the SEC by a securities issuer necessary for a security registered pursuant under Section 12 of the act.

A company or a trust may wish to end reporting obligations to the SEC for a security after a change has occurred that eliminates such a requirement. For example, corporate entities might form a trust that is required to make periodic regulatory filings because of the nature of that trust. Insurance companies could collaborate to form a retirement plan and trust that calls for such filings. If those insurers elect to dissolve the trust, then Form 15-15D may be filed to terminate the reporting obligation.

Mergers and structural reorganizations can also lead a company to file Form 15-15D to suspend its reporting requirements. For instance, if a company owns subsidiaries it may decide to absorb those entities into itself and take ownership of all the outstanding stock of the subsidiaries. Form 15-15D would be filed with the SEC to indicate the termination of the duty to file reports related to the outstanding stock of the subsidiaries.

If a company takes action to remove itself from the public markets, an act referred to as going private or going dark, filing Form 15-15D or Form 15 is part of the process. The company must complete several steps as it goes dark. This includes deregistering securities and ending the obligation to file periodic reports to regulators. The number of shareholders who own a company’s stock must fall below a certain threshold before filings can be made with the SEC to deregister. Publicly held companies can deregister their equity securities if there are fewer than 300 shareholders of record or fewer than 500 shareholders of record if the company does not have substantial assets.

If the number of shareholders rises above the appropriate threshold, the company will be compelled to file reports with the SEC regardless of the intent to go dark.

Companies may choose to go dark in order to end the monetary and time burdens associated with filing required reports to the SEC that are mandatory in order to comply with legislation such as the Sarbanes-Oxley Act.