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US reporting issuer
Practical Law UK Glossary 4-107-7464 (Approx. 3 pages)
Glossary
US reporting issuer.
Also known as US reporting company or US public company. A company subject to Section 13 or 15(d) of the US Securities Exchange Act of 1934 (Exchange Act), which requires the company to file periodic reports with the US Securities and Exchange Commission (SEC). A company becomes subject to Section 13 or 15(d) of the Exchange Act under the following circumstances:
- Securities exchange listing. Before a company's securities can begin to trade on a US exchange, the company must register that class of securities (debt or equity) with the SEC under Section 12(b) of the Exchange Act.
- Size thresholds. A company must register a class of equity securities with the SEC under Section 12(g) of the Exchange Act when its:
- Total assets are greater than $10 million;
- Class of equity securities is held by 2000 or more persons, or 500 or more persons who are not accredited investors; and
- Class of equity securities is held of record by 300 or more US resident shareholders.
- Public offering/no securities exchange listing. A company that has issued to the public in the US equity or debt securities not listed on any US exchange becomes subject to Section 15(d) of the Exchange Act.
By registering securities under Section 12(b) or Section 12(g) of the Exchange Act, a company becomes subject to the periodic and current reporting requirements of Section 13(a) of the Exchange Act. In addition, Section 15(d) companies must file certain periodic reports and information required by Section 13 of the Exchange Act as if they had registered securities under Section 12.