17 CFR 240.3b-4 - Definition of “foreign government,” “foreign issuer” and “foreign private issuer”.
(a) The term foreign government means the government of any foreign country or of any political subdivision of a foreign country.
(b) The term foreign issuer means any issuer which is a foreign government, a national of any foreign country or a corporation or other organization incorporated or organized under the laws of any foreign country.
(c) The term foreign private issuer means any foreign issuer other than a foreign government except for an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter:
(2) Any of the following:
To determine the percentage of outstanding voting securities held by U.S. residents:
A. Use the method of calculating record ownership in § 240.12g3-2(a), except that:
(i) The United States,
(ii) Your jurisdiction of incorporation, and
(iii) The jurisdiction that is the primary trading market for your voting securities, if different than your jurisdiction of incorporation; and
B. If, after reasonable inquiry, you are unable to obtain information about the amount of shares represented by accounts of customers resident in the United States, you may assume, for purposes of this definition, that the customers are residents of the jurisdiction in which the nominee has its principal place of business.
C. Count shares of voting securities beneficially owned by residents of the United States as reported on reports of beneficial ownership provided to you or filed publicly and based on information otherwise provided to you.
(d) Notwithstanding paragraph (c) of this section, in the case of a new registrant with the Commission, the determination of whether an issuer is a foreign private issuer will be made as of a date within 30 days prior to the issuer's filing of an initial registration statement under either the Act or the Securities Act of 1933.
(e) Once an issuer qualifies as a foreign private issuer, it will immediately be able to use the forms and rules designated for foreign private issuers until it fails to qualify for this status at the end of its most recently completed second fiscal quarter. An issuer's determination that it fails to qualify as a foreign private issuer governs its eligibility to use the forms and rules designated for foreign private issuers beginning on the first day of the fiscal year following the determination date. Once an issuer fails to qualify for foreign private issuer status, it will remain unqualified unless it meets the requirements for foreign private issuer status as of the last business day of its second fiscal quarter.
- 17 CFR 245.104 — Notice.
- 17 CFR 245.100 — Definitions.
- 17 CFR 240.14e-5 — Prohibiting Purchases Outside of a Tender Offer.
- 17 CFR 240.13e-4 — Tender Offers by Issuers.
- 17 CFR 240.14d-1 — Scope of and Definitions Applicable to Regulations 14D and 14E.
- 17 CFR 240.13a-15 — Controls and Procedures.
- 17 CFR 240.12h-6 — Certification by a Foreign Private Issuer Regarding the Termination of Registration of a Class of Securities Under Section 12(g) or the Duty to File Reports Under Section 13(a) or Section 15(d).
- 17 CFR 240.15d-15 — Controls and Procedures.
- 17 CFR 240.10A-3 — Listing Standards Relating to Audit Committees.