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Foreign Private Issuer
Practical Law Glossary Item 1-382-3481 (Approx. 3 pages)
Glossary
Foreign Private Issuer
Any foreign issuer other than a foreign government, except an issuer meeting the following conditions as of the last day of its most recently completed second fiscal quarter:
- US residents own, directly or indirectly, more than 50% of the issuer's outstanding voting securities; and
- Any of the following:
- the majority of the executive officers or directors are US citizens or residents;
- more than 50% of the issuer's assets are located in the US; or
- the issuer's business is administered principally in the US.
For a discussion of why it is beneficial to qualify as a foreign private issuer, which non-US companies qualify as foreign private issuers and when foreign private issuer status must be assessed, see Practice Note, Which Non-US Companies Qualify as Foreign Private Issuers?
For a discussion of periodic reporting and other obligations of foreign private issuers that become reporting companies in the US, see Practice Note, Periodic Reporting and Other Disclosure Obligations of Foreign Private Issuers: Overview.