Form 15F-12G Files Dataset

The Form 15F-12G Files Dataset is a complete EDGAR archive of Form 15F-12G and Form 15F-12G/A certifications — the filings through which qualifying foreign private issuers terminate the registration of a class of equity securities under Section 12(g) of the Securities Exchange Act of 1934 pursuant to Rule 12h-6. Each record is one EDGAR submission, identified by accession number, packaged as a self-contained folder holding every non-image document from the original submission plus a normalized metadata.json header derived from the EDGAR submission envelope. The filing party is always the issuer itself, acting through authorized officers, and each record represents a single issuer-level deregistration event or an amendment to one. Coverage begins in June 2007 — coincident with the effective date of Rule 12h-6 and the adoption of Form 15F — and continues to the present. The dataset is distributed as monthly ZIP containers carrying HTML, TXT, and JSON files.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset captures every Form 15F-12G and Form 15F-12G/A submission accepted by EDGAR since Rule 12h-6 became effective on June 4, 2007. Form 15F-12G is the certification a foreign private issuer files to terminate registration of a non-exchange-listed class of equity securities registered under Section 12(g); Form 15F-12G/A is an amendment to such a certification. Because Form 15F was created by the Commission's adoption of Rule 12h-6 in Release No. 34-55540 (March 2007), no filings of this form exist before June 2007 — the dataset therefore spans the entire historical population of Form 15F-12G filings from inception to the present.

The dataset is distributed as monthly ZIP containers. Inside each archive, a top-level YYYY-MM/ directory holds one subdirectory per accession number, and that accession folder is the record boundary. Each record bundles the primary Form 15F HTML document, any non-image exhibits, the complete SGML .txt submission bundle, and a metadata.json header file encoding the EDGAR submission envelope. Because Form 15F-12G is an uncommon form used only by qualifying foreign private issuers, monthly volumes are low and a typical accession folder contains just two files — the primary Form 15F HTML and metadata.json.

Content Structure of a Single Record

What one record represents

One record is a single EDGAR submission of Form 15F-12G or Form 15F-12G/A, identified by its EDGAR accession number and materialized as a self-contained folder that holds every document originally submitted by the foreign private issuer plus a normalized metadata.json header derived from the EDGAR submission envelope. A record therefore corresponds one-to-one with a filing: either the original Form 15F-12G certification used to terminate the registration of a class of equity securities under Section 12(g) of the Exchange Act pursuant to Rule 12h-6, or, for a 15F-12G/A record, an amendment to a previously filed certification.

The underlying filing

Form 15F is the certification form the Commission adopted in Release No. 34-55540 (March 2007) to implement Rule 12h-6 — the deregistration regime designed specifically for foreign private issuers. It has three variants keyed to the statutory provision being exited:

• 15F-12G — termination of registration of a class of equity securities under Section 12(g) (the variant in this dataset), used for classes registered under the Exchange Act that are not listed on a U.S. national securities exchange.
• 15F-12B — termination of registration of a class listed on a U.S. national securities exchange under Section 12(b).
• 15F-15D — termination of the Section 15(d) reporting obligation that survives the effectiveness of a Securities Act registration statement.

Form 15F is a short certification, not a narrative disclosure document. Its purpose is to attest that the issuer satisfies the qualifying conditions of Rule 12h-6 and to capture the factual representations the Commission requires to accept deregistration. Those qualifying conditions drive virtually every field on the form:

• a prior Exchange Act reporting history of at least one year in compliance with Section 13(a) or 15(d), and current compliance up to the filing date;
• a primary trading market outside the United States — at least 55% of worldwide trading in the subject class during a recent 12-month period occurred on a designated foreign exchange or in no more than two foreign jurisdictions;
• either an average daily U.S. trading volume (ADTV) of no more than 5% of average daily worldwide trading volume in the subject class during a recent 12-month period (the quantitative benchmark), or, in the alternative, fewer than 300 U.S. resident holders of record (the holder-count benchmark);
• no Securities Act-registered offering of the subject securities in the United States during the preceding 12 months, and no U.S. listing or sponsored ADR facility maintained during that period.

Filing Form 15F-12G immediately suspends the issuer's Exchange Act reporting obligations for the subject class and, 90 days later — absent Commission objection — terminates the registration itself. A Form 15F-12G/A record captures an amendment, typically used to correct, update, or supplement the eligibility representations, the trading-volume figures, the holder counts, or an exhibit of the underlying certification.

Container layout

The dataset is distributed as monthly ZIP containers. Inside each archive, a top-level YYYY-MM/ directory holds one subdirectory per accession number, named using the undashed 18-digit accession number (for example 000123099225000012). The accession-number folder is the record boundary: it holds the normalized metadata.json and every non-image document that was part of the original EDGAR submission.

Because Form 15F-12G is an uncommon form used only by qualifying foreign private issuers, monthly volumes are low. A typical accession folder contains just two files — the primary Form 15F HTML and metadata.json — though some filings add sibling .htm or .txt exhibits when the issuer attaches supporting material.

The metadata.json header

Every accession folder contains a metadata.json file that encodes the EDGAR submission header in a normalized, parseable form. It describes the filing itself and the entities associated with it, and mirrors the information displayed on the EDGAR filing index page. The fields present in every record are:

• formType — 15F-12G or 15F-12G/A, which distinguishes amendments from originals.
• accessionNo — the dashed 18-character EDGAR accession number (for example 0001230992-25-000012).
• filedAt — ISO-8601 timestamp with timezone of submission.
• effectivenessDate — the date the filing is effective on EDGAR.
• description — human-readable form description (for example, "Form 15F-12G - Securities registration termination of foreign private issuers [Section 12(g)]").
• linkToFilingDetails — URL of the primary form document on SEC.gov.
• linkToTxt — URL of the complete SGML submission on SEC.gov.
• linkToHtml — URL of the EDGAR filing index page.
• linkToXbrl — empty, because Form 15F carries no XBRL payload.
• id — opaque hex identifier for the filing.
• documentFormatFiles — array of document descriptors (one per submitted document), each carrying sequence, size, documentUrl, description, and type. Sequence 1 is the primary Form 15F HTML; an unsequenced entry points at the complete .txt submission bundle.
• dataFiles — typically empty.
• seriesAndClassesContractsInformation — typically empty.
• entities — array of entity records for the filer(s). Each entity carries cik, companyName with a role suffix such as (Filer), type, stateOfIncorporation (often a foreign jurisdiction code such as A1 for British Columbia), fileNo, filmNo, irsNo (commonly 000000000 for foreign issuers without a U.S. EIN), the sic code and label, act (typically 34 for the Exchange Act), and tickers.

The entity record carries the registrant's Central Index Key and SIC classification and is the primary key by which a Form 15F-12G record can be joined to other EDGAR datasets covering the same issuer. Because the filer population is exclusively foreign private issuers, stateOfIncorporation skews heavily to foreign jurisdiction codes rather than U.S. state codes.

The primary Form 15F-12G document

The primary form is an HTML document wrapped in the standard EDGAR SGML document envelope. The wrapper identifies the document TYPE (15F-12G or 15F-12G/A), the SEQUENCE (1 for the primary form), the FILENAME as submitted, and a DESCRIPTION, with the rendered HTML enclosed between <TEXT> and </TEXT> tags:

          1
          <DOCUMENT>
        

          2
          <TYPE>15F-12G
        

          3
          <SEQUENCE>1
        

          4
          <FILENAME>...htm
        

          5
          <DESCRIPTION>15F-12G
        

          6
          <TEXT>
        

          7
          <html>... certification HTML ...</html>
        

          8
          </TEXT>
        

          9
          </DOCUMENT>
        

The HTML body follows the Form 15F template adopted by the Commission and contains, in order:

1. Header block. Form title, Commission File Number, and the name, principal executive office address, and telephone number of the registrant. Because the filer is a foreign private issuer, the address is normally a non-U.S. address.

2. Securities description. The title of each class of securities covered by the certification. In the simple case, a single class of ordinary or common shares is listed; where the issuer has multiple classes, each is enumerated. Any class for which an Exchange Act reporting duty will remain after the filing is listed separately.

3. Rule reliance block. A checkbox grid identifying the provisions under which the issuer claims deregistration. For a 15F-12G filing the authoritative basis is Rule 12h-6, and the relevant boxes record the conditions satisfied: the prior-reporting condition, the 55% primary-foreign-market condition, and either the 5% ADTV quantitative test or the fewer-than-300-U.S.-holders alternative, together with the representations about the 12-month absence of a U.S.-registered offering and a maintained sponsored ADR program. Because the Form 15F template inherits layout from the generic Form 15, the older Rule 12g-4, Rule 12h-3, Rule 15d-6, and Rule 15d-22 checkboxes also appear on the page and may be marked; the regulatory basis for a 15F-12G certification is nevertheless Rule 12h-6.

4. Quantitative disclosures. The approximate number of holders of record of the subject class; the U.S.-versus-worldwide trading-volume figures supporting the ADTV ratio; identification of the primary foreign trading market (typically the name of the exchange — for example, the Toronto Stock Exchange, the London Stock Exchange, or the Australian Securities Exchange — together with the jurisdiction); and the reference 12-month period over which the ratios were computed.

5. Narrative context (optional). A short free-text passage describing the corporate event behind the deregistration — completion of a plan of arrangement, a take-private transaction, a cross-border merger, a delisting from a U.S. national securities exchange, or a determination that the Rule 12h-6 conditions are now satisfied. This block is typically brief and event-oriented rather than a full management discussion.

6. Signature block. The name and title of the officer signing on behalf of the registrant, with the date of signature. Because Form 15F is a certification, the signer is attesting to the accuracy of the representations in the form.

Exhibits and additional documents

Form 15F does not carry a rich exhibit regime. When exhibits do appear within a record, they tend to be short supporting documents — a cover letter, a board resolution authorizing the deregistration, or a narrative exhibit describing a related transaction — and are stored as sibling .htm or .txt files in the accession folder. The documentFormatFiles array in metadata.json enumerates every submitted document and distinguishes the primary form (sequence 1) from any exhibits. The complete SGML .txt submission is always one of the listed documents. Image files from the original submission are not redistributed.

Included in the record

• The primary Form 15F-12G (or 15F-12G/A) HTML document, wrapped in its SGML envelope as originally submitted.
• Any non-image exhibit documents submitted with the filing.
• The complete .txt SGML submission bundle linked from metadata.json.
• A metadata.json file encoding the EDGAR submission header, the document manifest, and the issuer entity records.

Excluded from the record

• Image files (graphics, logos, scanned pages) from the original submission.
• Documents filed separately under distinct accession numbers even when they relate to the same deregistration event — for example, a final Form 6-K reporting the deregistration, or a Form 25 filed to delist a listed class from a U.S. national securities exchange.
• Related corporate filings in foreign jurisdictions (continuous disclosure documents, home-country delisting notices) that are not part of the EDGAR submission.

Evolution of the form since June 2007

The Form 15F regime is itself the defining structural event in this dataset's history. Rule 12h-6 and Form 15F were adopted in Release No. 34-55540 (March 2007) and became effective on June 4, 2007, which is why the dataset begins in June 2007. Before that date, foreign private issuers seeking to deregister a Section 12(g) class filed the generic Form 15 under a much narrower statutory threshold — the 300-U.S.-holders test of Rule 12g-4 — with no dedicated certification mechanism reflecting worldwide trading-volume benchmarks. The adoption of Rule 12h-6 introduced the 55% primary-foreign-market condition and the 5% ADTV condition, and Form 15F was created to collect the corresponding certifications.

Within the 15F-12G era, the form's required content has remained structurally stable. Observable refinements in practice include:

• Increasing use of the quantitative ADTV benchmark (Rule 12h-6(a)(4)(ii)) rather than the fewer-than-300-U.S.-holders alternative (Rule 12h-6(a)(4)(i)) as issuers and counsel gained experience computing the ratio.
• More explicit narrative disclosure tying the deregistration to a specific underlying corporate event — acquisition, privatization, cross-border reorganization — particularly in later filings.
• Adoption of the Form 15F-12G/A amendment variant as practice developed around correcting trading-volume or holder-of-record figures after initial filing.

Because the regime began only in 2007, filings in this dataset never passed through the pre-HTML ASCII/text EDGAR era. The primary form has always been an HTML document wrapped in the SGML document envelope, and that envelope format has remained consistent across the entire historical range. The only material format-level variation across records is the presence or absence of auxiliary exhibits and the specific HTML templates used by different filing agents, which affect visual rendering but not the semantic structure of the certification.

Interpretation and extraction notes

• Amendments. A Form 15F-12G/A must be read in conjunction with the underlying Form 15F-12G it amends. The two filings share the same issuer CIK but have distinct accession numbers; the amendment's narrative typically restates or corrects specific representations from the original without reproducing the entire form.
• Effectiveness versus filing date. The filedAt timestamp marks EDGAR submission. Deregistration under Rule 12h-6 is statutorily effective 90 days after filing, absent Commission objection. The effectivenessDate field in metadata.json reflects EDGAR's acceptance date, not the 90-day statutory effective date of deregistration.
• Rule-checkbox interpretation. Because the Form 15F template inherits layout from the generic Form 15, the older Rule 12g-4, 12h-3, 15d-6, and 15d-22 checkboxes also appear on the page. They may be marked on a 15F-12G filing, but the authoritative regulatory basis remains Rule 12h-6; the body of the form states the specific Rule 12h-6 conditions satisfied.
• Issuer identification. The registrant's CIK in the entities array is the reliable join key to other EDGAR datasets covering the same foreign private issuer (10-K, 20-F, 40-F, 6-K, and prior Form 15 filings). The stateOfIncorporation code is a non-U.S. jurisdiction code in the overwhelming majority of records.
• Machine extraction. Because Form 15F is a short certification, content extraction is straightforward: the rendered HTML maps cleanly to a small, fixed schema — registrant identification, securities title, rule-reliance checkboxes, quantitative disclosures, optional narrative, and signature. The SGML envelope is uniform across the history of the dataset, allowing reliable programmatic separation of the document wrapper from the HTML body. The documentFormatFiles manifest, paired with formType, is sufficient to classify each file in the accession folder without parsing the HTML body.

Who Files or Publishes This Dataset, and When

Who files

Each record is a Form 15F-12G or Form 15F-12G/A certification submitted to EDGAR by a foreign private issuer to terminate registration of a class of equity securities under Section 12(g) of the Exchange Act. The filing party is the issuer itself, acting through authorized officers. The subject class is one that was registered under Section 12(g) based on holder-of-record thresholds and U.S. investor base — not a class listed on a U.S. national securities exchange. A record therefore represents an issuer-level deregistration event for a non-listed, 12(g)-registered class held by a foreign private issuer exiting Securities Exchange Act of 1934 reporting under Rule 12h-6.

Filing population

Filers must qualify as foreign private issuers within the meaning of Rule 405 under the Securities Act and Rule 3b-4 under the Exchange Act. Typical filers include:

• Non-U.S. operating companies whose equity became subject to Section 12(g) through U.S. holder thresholds, historical ADR-linked ownership, or prior Form 20-F / Form 8-A registration.
• Foreign private issuers whose U.S. trading is minor relative to their primary foreign market and that wish to end ongoing obligations (Form 20-F, Form 6-K, and related duties).

Excluded from this population are U.S. domestic issuers (they use Form 15), foreign governments and political subdivisions, and issuers deregistering a U.S.-listed class or suspending 15(d) reporting (see adjacent form variants below).

Triggering event

The filing is event-driven, not periodic. It is triggered by the issuer's decision to terminate Section 12(g) registration for a specified class once it determines it meets the Rule 12h-6 eligibility conditions. The form is itself a certification of those conditions. Filing produces an immediate legal effect: the issuer's duty to file Exchange Act reports on the subject class is suspended on the filing date, pending effectiveness of deregistration.

Rule 12h-6 eligibility conditions

Form 15F-12G is the vehicle prescribed by Rule 12h-6, adopted in 2007 to let qualifying foreign private issuers exit U.S. reporting based on quantitative measures of U.S. market interest rather than the earlier record-holder-count tests of Rule 12g-4 and Rule 12h-3. To certify eligibility, the issuer represents that it meets each of the following:

• Prior reporting history. The issuer has had a class registered under Section 12 or a reporting duty under Section 15(d) for at least the 12 months preceding the filing, has filed or furnished all required reports during that period, and has filed at least one annual report under Section 13(a).
• No recent registered U.S. offering. The issuer has not sold securities in a Securities Act-registered offering during the 12 months preceding the filing, subject to the limited Rule 12h-6 carve-outs (for example, employee-benefit plans, dividend reinvestment, conversions).
• Primary foreign trading market. The subject class is listed in one or two foreign jurisdictions that, singly or combined, constitute the primary trading market — at least 55% of worldwide trading volume in a recent 12-month period.
• U.S. trading volume or holder threshold. Either (i) ADTV of the class in the U.S. did not exceed 5% of worldwide ADTV during a recent 12-month period, or (ii) the class is held by fewer than 300 persons worldwide or fewer than 300 U.S. residents (the alternative holder-count test).

The form captures these representations along with issuer identifiers (CIK, name, jurisdiction), the class being deregistered, the primary foreign market, U.S.-versus-worldwide volume data, and required exhibits.

Timing and effectiveness

• Immediate suspension on filing. Upon filing, the issuer's obligation to file Exchange Act reports (Form 20-F annuals, Form 6-K interim reports) for the subject class is immediately suspended.
• Effectiveness at 90 days. Termination of Section 12(g) registration becomes effective 90 days after filing (or a shorter period the Commission may specify), unless the issuer withdraws the Form 15F or the Commission denies termination. If the Commission objects during the 90-day window, termination does not take effect and the reporting obligation revives.
• Rule 12g3-2(b) follow-on. Upon effective termination, the issuer is generally deemed to have a Rule 12g3-2(b) exemption if it continues to publish specified non-U.S. disclosure materials in English, allowing continued U.S. OTC trading without Exchange Act reporting.

Amendments: Form 15F-12G/A

Form 15F-12G/A amends a previously filed Form 15F-12G — to correct identifying information, update ADTV or holder-count data, refine the primary-market representation, or respond to staff comments prior to effectiveness. Amendment records appear alongside original filings and share the same filer population; they refine rather than initiate a deregistration event.

Distinctions from adjacent Form 15F variants

The Form 15F family comprises three certifications distinguished by the underlying Exchange Act basis being terminated:

• Form 15F-12G (this dataset). Terminates registration under Section 12(g) — the regime for classes that became registered through asset-size and holder thresholds, not exchange listing. The typical filer is a foreign private issuer whose U.S.-registered class is not (or is no longer) exchange-listed.
• Form 15F-12B. Terminates registration under Section 12(b) — the regime for classes listed on a U.S. national securities exchange (NYSE, Nasdaq, etc.). Typically preceded by a Form 25 delisting, with Form 15F-12B then terminating the underlying 12(b) registration under Rule 12h-6.
• Form 15F-15D. Suspends reporting under Section 15(d) — the obligation triggered by an effective Securities Act registration statement where no class is registered under Section 12. No Section 12 registration exists to terminate in that scenario.

An issuer with both a 12(b)-listed class and a separately 12(g)-registered class may file, in sequence, a Form 25, then a Form 15F-12B for the listed class, then a Form 15F-12G for any remaining 12(g) class.

Earliest records

Form 15F was created by the Commission's March 2007 adoption of Rule 12h-6 (Exchange Act Release No. 34-55540), effective June 2007. No pre-2007 deregistration pathway of this kind existed; Form 15F was electronic from inception. The earliest Form 15F-12G records on EDGAR, and in this dataset, date from June 2007, coincident with Rule 12h-6's effective date.

How This Dataset Differs From Similar Datasets or Filings

Form 15F-12G sits inside a small family of termination and delisting filings, alongside the ongoing FPI reports it brings to an end. The useful distinctions turn on three axes: which statutory provision is being exited (12(g) vs. 12(b) vs. 15(d)), which filer population is eligible (FPI under Rule 12h-6 vs. domestic issuer under Rule 12g-4 / 12h-3), and whether the action is a full deregistration or merely an exchange delisting.

Form 15-12G (domestic Rule 12g-4 deregistration)

The direct domestic counterpart. Same statutory exit (Section 12(g)), different eligibility regime: Rule 12g-4 turns on U.S. record-holder thresholds (fewer than 300 holders, or 500 with limited assets), while 15F-12G relies on Rule 12h-6 tests built around worldwide-vs.-U.S. trading volume, a qualifying foreign primary listing, prior reporting history, and no recent U.S. registered offerings. Pick 15F-12G to study FPI exits; pick Form 15-12G to study U.S. domestic going-dark events. The two populations do not overlap.

Form 15F-12B (FPI termination of 12(b) registration)

The sibling within the 15F family. Identical filer population and identical Rule 12h-6 eligibility tests; the only difference is the registration section being terminated. 15F-12B ends Section 12(b) registration (securities listed on NYSE, NYSE American, Nasdaq, etc.) and is the operative form for FPIs delisting from a U.S. exchange. 15F-12G ends Section 12(g) registration, typically held by OTC-traded FPIs (including many unsponsored/sponsored ADR programs) whose U.S. registration never arose from an exchange listing. Pick 15F-12G specifically when the research question is about non-exchange-listed FPI exits; combine both when studying the full Rule 12h-6 universe.

Form 15F-15D (FPI suspension of 15(d) reporting)

Also within the 15F family and also governed by Rule 12h-6, but it ends a different obligation. Section 15(d) imposes periodic reporting on issuers that conducted a registered public offering, independent of any Section 12 registration. 15F-15D suspends that offering-driven duty; 15F-12G terminates the 12(g) registration itself. An FPI with overlapping obligations may file more than one. Pick 15F-12G when the research focus is terminations of 12(g) registrations rather than cessation of 15(d) follow-on reporting.

Form 25 (notification of delisting)

A different legal action, often confused with the Form 15 family. Form 25 (usually filed by the exchange) removes a class from listing and deregisters it under Section 12(b). It does not end 12(g) registration or 15(d) reporting; an issuer that remains registered under 12(g) must still file a Form 15 or 15F to complete its exit. For OTC-registered FPIs, Form 25 is typically not involved at all. Pick Form 25 data to capture listing changes; pick 15F-12G to capture completion of the FPI reporting exit itself.

Form 20-F (FPI annual report)

The annual report a 15F-12G filer stops filing once deregistration becomes effective (generally 90 days after Form 15F, absent SEC objection). Complementary rather than comparable: 20-F is a long, audited disclosure document; 15F-12G is a short eligibility certification. Pick 15F-12G to identify and date the exit event; pair it with the issuer's final 20-F to reconstruct the last fully reported period.

Form 6-K (FPI current reports)

The ongoing FPI channel for material information released in the home jurisdiction. Also terminated by 15F-12G effectiveness. Content, cadence, and volume differ entirely: 6-K is event-driven and often high-frequency per issuer; 15F-12G is a single certification (plus any 15F-12G/A amendments) per deregistration. Pick 15F-12G to mark the point at which 6-K filings should be expected to stop.

Boundary summary

Form 15F-12G is defined by the intersection of three attributes: FPI filer population, Section 12(g) as the registration being terminated, and reliance on the Rule 12h-6 exit framework adopted in 2007 (which is why the dataset begins in June 2007). It is not substitutable for 15F-12B (different registration section), 15F-15D (different reporting obligation), 15-12G (different filer population and eligibility rule), or Form 25 (delisting, not deregistration). It complements 20-F and 6-K when reconstructing the reporting life cycle of an exiting FPI, and pairs with 15F-12B and 15F-15D when the research question spans the full Rule 12h-6 regime rather than only its 12(g) branch.

Who Uses This Dataset

Form 15F-12G marks the moment a foreign private issuer exits Exchange Act reporting under Rule 12h-6. The filings are narrow but consequential, and a specific set of professionals rely on them to verify, track, or react to deregistration events.

Securities lawyers advising foreign private issuers

Deregistration counsel treat the dataset as a precedent library. Before filing a 15F-12G, lawyers pull comparable certifications from issuers with similar primary foreign markets to benchmark ADTV computation, the twelve-month measurement period, and treatment of legacy ADR programs and convertible securities. The eligibility representations, ADTV disclosure, and exhibits feed drafting, diligence memos, and timing negotiations with depositary banks.

ADR program specialists at depositary banks

Depositary bank teams monitor 15F-12G filings because deregistration typically triggers termination or conversion of the underlying receipt facility. CIK, filer name, primary foreign exchange, and effectiveness date drive reconciliation of program inventory, timing of holder termination notices, and cancellation-window coordination with the home-market listing.

Cross-border M&A and corporate development teams

Bankers and in-house corporate development staff maintain a rolling map of deregistered FPIs because these targets sit outside the U.S. disclosure regime and require adjusted diligence. Primary listing country, effectiveness date, and amendment history via 15F-12G/A filings support target screening and competitive landscape work.

Academic researchers in finance, accounting, and law

Researchers study the determinants and consequences of voluntary deregistration: liquidity migration, valuation effects, governance change, and clustering around Rule 12h-6 thresholds. ADTV disclosures, primary foreign market, CIK linkage to prior 20-F and 6-K filings, and effectiveness dates anchor event-study panels and regressions on exit decisions.

Index providers and reference-data vendors

Index construction teams and data vendors must remove or reclassify securities when an issuer deregisters, since U.S.-reporting status drives index eligibility and ADR-linked benchmarks. CIK, company name, and filing date feed rebalancing workflows and classification updates pushed to downstream portfolio managers.

Broker-dealer compliance teams

Compliance officers administering Rule 144A, Regulation S, and unsponsored ADR desks use the Rule 12h-6 certification, primary foreign market field, and effectiveness date to reclassify securities for order-acceptance, best-execution, and customer-disclosure workflows once a former registrant moves into exemption-only trading.

Corporate secretaries and investor relations at deregistering issuers

Issuer-side teams preparing a deregistration benchmark peer disclosures: how the transition to home-market reporting was described, how U.S. holders were notified, what exhibits were attached, and how 15F-12G/A amendments corrected initial certifications. The output is a transition plan, holder communications, and a post-deregistration disclosure calendar.

Regulatory and policy staff

Policy staff tracking Rule 12h-6 effectiveness quantify exit flows, the geographic distribution of primary trading markets, and amendment frequency. CIK, filing date, primary foreign exchange, and ADTV representations feed rulemaking review, enforcement triage, and periodic cross-border capital-markets reports.

Event-driven and special-situations analysts

Analysts trading cross-listed names use 15F-12G filings as hard signals of structural change. Filing date, effective date, and primary market disclosure combine with their own liquidity and ownership data to anticipate forced selling by U.S. mandates, ADR unwinds, and arbitrage between U.S. and home-market prices during the announcement-to-effectiveness window.

Financial data engineers and RAG developers

Data engineers ingest 15F-12G filings to maintain registration-status flags on every CIK. Teams building retrieval-augmented systems over SEC filings extract ADTV percentages, primary market names, and eligibility representations into queryable fields, chaining original and 15F-12G/A accessions to track amendments.

Specific Use Cases

Specific, recurring workflows that the Form 15F-12G Files dataset supports.

• Building a deregistered-FPI registration-status table. Ingest every record's metadata.json and emit a CIK-indexed table of formType, filedAt, effectivenessDate, and amendment chain (original 15F-12G accession plus any 15F-12G/A follow-ups). The output is a deregistration flag that downstream pipelines join against Form 10-K, 20-F, Form 40-F, and 6-K datasets to cut off reporting expectations ninety days after the filing date.

• Benchmarking ADTV and holder-count certifications for draft 15F-12G filings. Deregistration counsel pull the quantitative disclosures block from prior certification HTML filtered on stateOfIncorporation and SIC code to compare how peer issuers computed the 5% ADTV ratio, chose the twelve-month measurement period, and phrased the primary-foreign-market representation. The extracted language feeds draft certifications, diligence memos, and eligibility opinions.

• Depositary-bank ADR-program termination workflow. Monitor new 15F-12G accessions daily, key on entity cik, tickers, and the primary foreign exchange named in the certification, and match against the bank's sponsored/unsponsored program inventory. Hits trigger holder-notice drafting, cancellation-window scheduling, and reconciliation against the home-market listing, timed off effectivenessDate.

• Event study of voluntary FPI exits. Assemble a panel keyed on CIK and filedAt, parse the narrative block for the underlying corporate event (plan of arrangement, take-private, cross-border merger), and join to CRSP/Compustat or home-market price series. The dataset supplies the event date, primary foreign market, and rule-reliance checkboxes needed to classify exits by Rule 12h-6 branch (ADTV vs. fewer-than-300-holders) for regressions on liquidity and valuation effects.

• Index- and reference-data rebalancing feed. A daily pipeline over the monthly ZIP containers flags any new formType of 15F-12G or 15F-12G/A, emits {cik, companyName, tickers, effectivenessDate, primaryForeignMarket} records, and pushes removals or reclassifications to ADR-linked benchmarks and U.S.-reporting-status filters used by downstream portfolio managers.

• Amendment-tracking and correction analysis. Group records by CIK and cluster originals with their 15F-12G/A amendments using the shared issuer key and close filedAt timestamps, then diff the quantitative disclosures and rule-reliance checkboxes between the original certification HTML and the amendment. The output identifies which representations (ADTV figures, holder counts, primary-market designation) are most often corrected post-filing, informing both counsel QC checklists and regulator review of Rule 12h-6 practice.

• RAG corpus over Rule 12h-6 certifications. Extract the certification HTML body from each record, split into fixed sections (registrant identification, securities description, rule-reliance checkboxes, quantitative disclosures, narrative context, signature), and index with metadata facets on formType, effectivenessDate, jurisdiction of incorporation, and primary foreign market. The resulting index supports natural-language questions such as "which Canadian issuers deregistered after a plan of arrangement in 2024" with citations back to specific accession folders.

Dataset Access

Dataset Index JSON API: https://api.sec-api.io/datasets/form-15f12g-files.json

This endpoint returns metadata describing the Form 15F-12G Files dataset, including its name, description, last update timestamp, earliest sample date (2007-06-01), total records, total size, covered form types (15F-12G, 15F-12G/A), container format (ZIP), and file types (TXT, JSON, HTML). The response also includes the download URL for the full dataset archive and a list of all individual container files with per-container metadata such as size, record count, updated timestamp, and download URL. This endpoint does not require an API key. It can be polled regularly to detect which containers were updated in the most recent refresh run, so downstream systems can decide which containers to re-download on a day by day basis.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-69e7-b384-c75fedf9dac4",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-15f12g-files.zip",
        

          4
            "name": "Form 15F-12G Files Dataset",
        

          5
            "updatedAt": "2026-04-15T18:10:56.213Z",
        

          6
            "earliestSampleDate": "2007-06-01",
        

          7
            "totalRecords": 338,
        

          8
            "totalSize": 1386535,
        

          9
            "formTypes": ["15F-12G", "15F-12G/A"],
        

          10
            "containerFormat": "ZIP",
        

          11
            "fileTypes": ["TXT", "JSON", "HTML"],
        

          12
            "containers": [
        

          13
              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-15f12g-files/2026/2026-04.zip",
        

          15
                "key": "2026/2026-04.zip",
        

          16
                "size": 13818783,
        

          17
                "records": 12,
        

          18
                "updatedAt": "2026-04-15T18:10:56.213Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-15f12g-files.zip?token=YOUR_API_KEY

Use this URL to download the full dataset as a single ZIP archive containing every Form 15F-12G and Form 15F-12G/A filing from June 2007 to the present. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-15f12g-files/2026/2026-04.zip?token=YOUR_API_KEY

Use a container-specific URL to download one individual monthly archive instead of the full dataset, which is useful for incremental updates. Container download URLs are listed in the containers array returned by the dataset index JSON API. This endpoint requires an API key.

Frequently Asked Questions

What forms does this dataset cover?

The dataset covers Form 15F-12G and its amendment variant Form 15F-12G/A — the certifications foreign private issuers file to terminate registration of a class of equity securities under Section 12(g) of the Exchange Act pursuant to Rule 12h-6. No other Form 15F variants (15F-12B or 15F-15D) and no domestic Form 15 filings are included.

What does one record in this dataset represent?

One record is a single EDGAR submission of Form 15F-12G or Form 15F-12G/A, identified by its accession number and materialized as a self-contained folder. The folder contains the primary Form 15F HTML document, any non-image exhibits, the complete SGML .txt submission bundle, and a normalized metadata.json header describing the filing and the issuer entity.

Who is required to file Form 15F-12G?

Only foreign private issuers — as defined by Rule 405 under the Securities Act and Rule 3b-4 under the Exchange Act — may file Form 15F-12G. The issuer must certify that it meets the Rule 12h-6 conditions, including at least twelve months of prior Exchange Act reporting, a primary foreign trading market accounting for at least 55% of worldwide volume, and either an ADTV in the U.S. of no more than 5% of worldwide ADTV or fewer than 300 U.S.-resident (or worldwide) holders of record. U.S. domestic issuers, foreign governments, and issuers deregistering an exchange-listed class or suspending 15(d) reporting use different forms.

What time period does the dataset cover?

The dataset begins in June 2007, when Rule 12h-6 and Form 15F became effective, and continues to the present. No Form 15F-12G filings exist before that date because the form itself did not exist; foreign private issuers seeking to deregister a 12(g) class before June 2007 used the generic Form 15 under Rule 12g-4.

How does this dataset differ from the Form 15-12G dataset?

Form 15-12G is the direct domestic counterpart filed by U.S. issuers under Rule 12g-4, which relies on U.S. record-holder thresholds (fewer than 300 holders, or 500 with limited assets). Form 15F-12G applies only to foreign private issuers and relies instead on the Rule 12h-6 tests built around worldwide-versus-U.S. trading volume, a qualifying foreign primary listing, prior reporting history, and the absence of a recent U.S.-registered offering. The two filer populations do not overlap.

What file format is the dataset distributed in?

The dataset is distributed as monthly ZIP containers. Inside each container, a YYYY-MM/ directory holds one subdirectory per accession number, and each accession folder contains HTML documents (the primary Form 15F and any HTML exhibits), a TXT file holding the complete SGML submission bundle, and a JSON file (metadata.json) carrying the normalized EDGAR submission header.

When does a filing become legally effective?

Filing Form 15F-12G immediately suspends the issuer's Exchange Act reporting obligation for the subject class on the filing date. Termination of the Section 12(g) registration itself becomes effective 90 days after filing (or a shorter period the Commission may specify), unless the issuer withdraws the Form 15F or the Commission objects during the 90-day window. The effectivenessDate field in metadata.json reflects EDGAR's acceptance date rather than the 90-day statutory deregistration effective date.