Form 40-F

Glossary

Form 40-F is used by certain Canadian issuers who qualify for the multijurisdictional disclosure system set up between the Securities and Exchange Commission (SEC) and the provincial securities regulators in Canada. An SEC registrant may use Form 40-F as:

An annual report under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (Exchange Act).
A registration statement under Section 12(b) or 12(g) of the Exchange Act.

Generally, an SEC registrant may use Form 40-F if it:

Is incorporated or organized under the laws of Canada or any Canadian province or territory.
Is a foreign private issuer or a Canadian crown corporation.
Has been subject to the periodic reporting requirements of any securities commission or equivalent regulatory authority in Canada for at least the previous 12 months and is in compliance with such obligations.
Has an aggregate market value of the public float of its outstanding equity shares of US$75 million or more or it filed a Form F-9 with the SEC on or before December 31, 2012.
Is not an "investment company" within the meaning of the Investment Company Act of 1940 (ICA) registered or required to be registered under the ICA.

Certain other Canadian companies that have filed registration statements under Forms F-7, F-8, F-10 and F-80 under the Securities Act of 1933 may also use Form 40-F.

For more information on which forms Canadian companies should use, see Selecting the Correct SEC Registration Form for Non-US Issuers: Chart.

Form 40-F | Practical Law