SEC Form F-6: Depositary Shares Registration

What is an F-6 form? Publicly traded companies are legally required to file many kinds of documents with the Securities and Exchange Commission, including in certain conditions the F-6. Learn when the SEC Form F-6 is needed, what it means and how to file easily.

What is SEC Form F-6?

The SEC F-6 form is an essential form for companies that wish to offer what are known as American Depositary Receipts or ADRs from a foreign company. Depositary banks issue ADRs representing foreign shares. Form F-6 registers these American depositary shares, but not the underlying foreign securities in a direct fashion. There are three levels of ADR programs, as detailed below: 

The SEC Form F-6 is used to keep track of basic information about the foreign company, such as:

• Company name and English language translation
• Jurisdiction or home of the company
• Name and address of depositary

Who Needs to File Form F-6?

The F-6 may seem like a straightforward form for recordkeeping purposes, but there is another reason it is required.

The information required within the form helps consumers better understand the security on offer, so they can decide if it matches their investment goals. The information also helps to deter securities fraud, by imposing transparency standards on foreign-issued offerings.

Key Components of SEC Form F-6

Let's take a deeper look at the core components of the SEC F-6 filing as mentioned earlier:

• General Instructions: A "general instructions" section outlines eligibility requirements, filing fees and relevant regulatory information.
• Part I: Information Required in the Prospectus: All entities must fill out the required information section consisting of the following fields.
  • Description of Depositary Shares: A brief description of the securities covered by the form.
  • Description of Depositary Agreements: A brief description of depositary agreements, which are submitted with the F-6 form as an exhibit.
  • Rights of Holders of Depositary Shares: A statement addressing the rights of deposit shareholders.
  • Fees and Charges: Information about fees and charges assessed to shareholders.
• Part II: Information Not Required in the Prospectus: These fields are typically voluntary although this depends on the filing context.
  • Exhibits: While exhibits are not required, they are often submitted alongside the F-6 form to elaborate on required statements.
  • Undertakings: These are written statements by the company attesting to certain conditions, such as a fee schedule for shareholders.

Filing Requirements for Form F-6

The F-6 form lays out specific eligibility requirements for foreign issuers. According to Form F-6, foreign issuers can use this form if the following three conditions are met:

• Securities holders can withdraw their securities at any time subject to certain conditions, such as the payment of applicable taxes and fees.
• The securities represented in the form are either registered under the Securities Act, or would be exempt from this act if the transactions were made within the U.S.
• The entity issuing the securities is current on required financial reporting as mandated by section 13(a) or 15(d) of the Securities Exchange Act, or the securities are exempt from reporting.

Assuming these conditions are met, the company gathers the relevant information needed to complete the Key Components of SEC Form F-6 as outlined above and prepares an electronic version of the form for submission with EDGAR, the SEC's filing database.

Common Mistakes and Validations 

Two common mistakes to watch out for when preparing the F-6 include not calculating the fees properly and missing or inaccurate information, such as a missing English translation of the company name. In other cases, there may be issues stemming from improper formatting for EDGAR. For this reason, it is important to verify the form before submitting it.

SEC filing software with built-in error checks can help foreign entities prepare and file the F-6 while avoiding common errors.

Leverage Technology for Form F-6 Submission 

DFIN's signature cloud-based software ActiveDisclosure helps foreign companies with their SEC F-6 filing and all other forms the SEC requires foreign entities that wish to sell to U.S. investors to complete. The cloud-based ADR readiness software can be used collaboratively by employees located anywhere. Built-in error checks and validation ensure completeness, so all forms filed are in compliance with SEC regulations. Discover how DFIN makes it simple to file required SEC disclosures.