On 3 May 2016, the SEC adopted final rules amending the thresholds for registration, termination of registration and suspension of reporting under Section 12(g) of the Exchange Act, as mandated by the FAST Act and the Jumpstart Our Business Start-ups Act, commonly referred to as the "JOBS Act." The final rules increase the thresholds for various categories of issuers.
For non-bank issuers having in excess of $10 million in total assets, the number of holders of any class of equity securities that triggers Section 12(g) reporting obligations has been increased rom 500 holders of record to 2,000 holders of record, or 500 holders of record who are not "accredited investors."
For foreign private issuers, in addition to these thresholds, Section 12(g) reporting is not required unless 300 or more of the holders of record are US residents.
In the case of a bank, a bank holding company or a savings and loan holding company, reporting obligations are also triggered when the company has total assets exceeding $10 million and over 2,000 holders of record. Additionally, these entities may terminate or suspend the registration of a class of securities under the Exchange Act if the securities are held by fewer than 1,200 persons. Such entities may rely on these rules to cease reporting during a fiscal year, rather than having to wait 90 days or until the end of the reporting year as prescribed under the Exchange Act.
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