Thought Leadership  •  March 11, 2022

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What Is A Form 20-F SEC Filing?

The Securities and Exchange Commission (SEC) requires that companies file several forms on an annual basis. One of these forms is the 20-F report. What is Form 20-F? Learn when the 20-F form was developed, what it is intended to convey, and 20-F SEC filing tips.

What Is a 20-F filing?

Form 20-F must be submitted by all "foreign private issuers" with listed equity shares on exchanges in the U.S. While 20-F is a standalone form, it does call for a submission of an annual report within a 4-month window at the end of the fiscal year, so you'll need to plan accordingly.

SEC Form 20-F is intended to formalize foreign-based business reporting requirements to help investors better compare these companies with U.S. companies when making investment decisions. It was developed as part of the Securities Exchange Act of 1934 and continues to be modified to reflect current needs and priorities.

Who Needs to Complete Form 20-F?

Form 20-F is intended for foreign businesses that have securities trading on the U.S. market. If your business is located outside the U.S., you'll need to complete this form. If you are a domestic business, there is no need to complete it.

To illustrate with an example, consider a Japanese company with shares traded on the New York Stock Exchange. The company is based in Japan but sells equities on the U.S. markets, so it must file Form 20-F. Accordingly, the company files this form within a 4-month window of the end of the fiscal year. The 20-F form contains:

  • Key information about the business, including the names of senior management and directors
  • Information about the business prospects and current operating environment
  • Financial statements in Japanese yen rather than U.S. dollars

20-F Filing Requirements

Form 20-F must be filed with the SEC. If a company fails to file this form, it is given a 6-month window to come into compliance. If the business fails to come into compliance, there can be consequences, including potential delisting on U.S. markets.

New York Stock Exchange regulations require that businesses make 20-F forms publicly available and notify shareholders of this form. After you file with the SEC, you'll also want to:

  • Send a press release to shareholders notifying them of the 20-F form release
  • Make this form publicly available on your website
  • Post a statement in English that tells shareholders they can request a free copy of audited financial statements, should they wish
  • Optionally include ESG reporting information for investors prioritizing ESG investing

Top Considerations for Form 20-F Filings

While the form itself is straightforward, this checklist can help you prepare. When filing 20-F, you'll need to consider:

  • Your SEC filing status, which goes on the cover page
  • Updated language on the ICFR — which stands for internal control over financial reporting — to comply with the recent regulatory change
  • Updated table of contents to reflect recent changes to the range of financial data required to report
  • Item 16I, a new regulation which requires companies to assert they are not owned or controlled by a foreign government
  • Electronic signatures, which are now allowed, provided that your signing process conforms to SEC standards

Companies also have the option to redact certain pieces of confidential, contractual information without first seeking explicit permission. However, there is a caveat regarding any previous orders requesting confidentiality: If your company had a confidential treatment order in place in a previous filing year, a separate set of guidelines applies to renewing it since the rules have changed. SEC Staff can provide guidance to help with decision-making.

You Can Make Filing Easier

While Form 20-F is straightforward, frequent rule changes can mean extra research to stay in compliance. For this reason, many companies find it worthwhile to invest in SEC reporting software that keeps abreast of changes for them. The right software enables companies to quickly update forms to reflect regulatory changes, easily gather internal documentation for faster form filing, and maintain an efficient workflow that saves time and ensures compliance.

Discover why companies prefer DFIN when it comes to SEC reporting software.

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joseph

Joseph Seitz

Marketing Analyst, DFIN