Blog  •  April 05, 2024

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What is an SEC Form 40-F Filing?

SEC Form 40-F affects a subset of companies that are domiciled in Canada with securities registered in the US. The form must be filed with the SEC annually. It is similar to the SEC Form 10-K, which US-based companies are required to file with the Commission, however, there are some important differences. Keep reading to learn what Form 40-F contains, who needs to file and filing requirements, including the filing deadline.

Form 40-F is a ’34 Act filing and is the counterpart of Form 20-F. This is an integrated form which can be used by certain Canadian issuers who qualify for the multi-jurisdictional disclosure system set up between the SEC and the provincial securities regulators in Canada. The SEC registrant can use the form as either a registration statement (to register securities in the U.S.) or as an annual report.

What Does a Form 40-F Contain?

Similar to the SEC Form 10-K, the 40-F begins with a business overview. This section explains the company’s overall strategy, discuss which markets they serve and note any competitive advantages that distinguish their operations.

The next section is a Management Discussion and Analysis which goes back over the last two fiscal years, in some cases longer.

Who Needs to File

Now that you understand what is a 40-F filing, who has to file?

Canadian companies who are subject to reporting requirements with the Canadian Regulatory Authority for at least 12 months, and have outstanding shares valued at $75 million or more, must file a Form 40-F when planning to register securities with US Markets.

Why Is Form 40-F Used?

Form 40-F serves a double purpose. On the one hand, the form is a prerequisite for Canadian companies that wish to sell securities on the United States markets. This is a valuable proposition for Canadian companies due to the size and economic impact of the US.

On the other hand, this form provides valuable data for investors who may be considering investing in the company. Considering how similar the information is to the annual report a US company may file, investors can peruse the document when making their investment decisions for Canadian-headquartered businesses.

SEC 40-F filing is filed electronically with the Securities and Exchange Commission (SEC). As with other required SEC filings, it is important to choose SEC filing software that provides multiple layers of security and data protection.

Completing Form 40-F is straightforward. Chances are companies will have on hand most, if not all, of the information needed. Then, it is a matter of providing the required disclosures in sections like Management Discussion and Analysis.

While the form itself is not difficult, there are some potential challenges to be aware of when preparing to make the SEC filing.

SEC rules and regulations change often. Companies need a way to keep up to date with regulatory changes to avoid unintentional errors in their forms. The right SEC filing software can streamline financial reporting by incorporating regulatory changes into the annual form. Likewise, intelligent software can reduce errors by making sure that all data is accurate.

To avoid the sorts of data inconsistencies and errors that can result in filing trouble, make sure your company has the right SEC software before the filing deadline.


Marcie Clark

Global Director, Filing and Compliance Services, DFIN