Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Monday, April 7, 2014

The Securities Exchange Act of 1934

Public companies whose securities are registered on a national securities exchange, and generally issuers  whose assets exceed $10,000,000 with a class of equity securities held by 500 or more persons, must register their securities under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act” or the “1934 Act”).
A registration statement requires disclosure of material financial and business information to investors and shareholders. The filing of a registration statement under the exchange act requires the issuer to provide current public information by filing periodic reports and
filings with the Securities and Exchange Commission (the “SEC”).
Exchange Act Form 10
Form 10 is frequently used by issuers seeking to voluntarily file reports with the SEC.  A Form 10 registration statement is the general form used by a domestic issuer for registration of a class of securities pursuant to Section 12(b) or (g) of the Exchange Act when no other form is prescribed.

Exchange Act Form 20-F

Form 20‑F is an integrated form used both as a registration statement for purposes of registering securities of qualified foreign private issuers under Section 12, and as an annual report under Section 13(a) or 15(d) of the 1934 Act. When used as an annual report the disclosures are similar to those found in Form 10-K. 20-F filers do not file proxy statements and proxy solicitations are often done utilizing the Form 20-F disclosures.

Exchange Act Form 40‑F

Form 40‑F under the Exchange Act is used both as a registration statement to register securities of eligible publicly traded Canadian foreign private issuers, and as an annual report for such issuers. It serves as a wraparound for the company’s Canadian public reports and is very similar to a Form 10-K. Certain Canadian filers whose public float is less than US $75 million may file the 20-F instead of the 40-F.

Exchange Act Form 8‑A

Form 8-A is a short form registration statement that may be used by issuers  to register a class of securities under the Exchange Act.

Exchange Act Form 8‑B

Form 8‑B is a specialized Exchange Act registration statement form that may be used by certain issuers with no securities registered under the 1934 Act that succeed to another issuer which had securities registered at the time of succession.
For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton Florida, (561) 416-8956, by email at or visit   This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information about going public and the rules and regulations affecting the use of Rule 144, Form 8K, crowdfunding, FINRA Rule 6490Rule 506 private placement offerings and memorandums, Regulation A, Rule 504 offerings, SEC reporting requirements, SEC registration statements on Form S-1 IPO’s, OTC Pink Sheet listings, Form 10 OTCBB and OTC Markets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, direct public offerings and direct public offerings please contact Hamilton and Associates at (561) 416-8956 or Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855

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