What is SEC Form 20-F?

A Form 20‐F is filed by non-United States domiciled companies known as foreign issuers and serves many purposes, from registration statement to annual report.

Why Do Foreign Companies File SEC Form 20-F?

Form 20-F Subjects a Foreign Issuer to Exchange Act Reporting Requirements

Foreign companies file SEC Form 20-F  in order to become subject to the reporting requirements under the Securities Exchange Act of 1934 in the same way that a domestic US issuer could file the Form 10.

Form 20-F is Mandatory When the Threshold Number of Shareholders is Reached

In some instances, the foreign issuer is required to file the 20-F, such as when it reaches the holder of record threshold under Section 12(g) of the Exchange Act, and there is no other exemption available.

Foreign Companies Can File Form 20-F After an F-1 is Declared Effective

In other instances, the foreign issuer will choose to file the Form 20-F in order to become a “fully reporting SEC filer” such as after its F-1 Registration Statement is declared Effective.   An F-1 is similar to the S-1 Registration Statement filed by US domestic companies going public in the United States.   In that respect, when filed after an F-1 becomes Effective, the Form 20-F serves essentially the same purposes as a Form 8A for a domestic US issuer.

Form 20-F is also the Annual Report for Foreign Issuers

A Form 20-F is also the Annual Report pursuant to Section 13 or 15(d) of the Exchange Act, and thus also serves essentially the same purpose as a 10-K would for a US domestic issuer.

Securities Attorney for Foreign Issuers Going Public in the United States

OTC Bulletin Board and Pink Sheets securities lawyer Matt Stout represents foreign private issuers seeking going public in the United States by filing F-1 Registration Statements.

Likewise, foreign management of US domiciled companies work with Matt Stout to go public via S-1 Registration Statement following private placements under Regulation S.

Foreign companies which are planning to “go public” on the OTC Markets or OTC Bulletin Board in the US by filing an F-1 Registration Statement can also work with an experienced securities attorney such as Matheau J. W. Stout, Esq. in order to prepare the SEC Form 20-F for filing once the F-1 is declared Effective.  Matt Stout can be reach at (410) 429-7076 or mstout@otclawyers.com.