Form 10 Exchange Act Registration

All 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 a class of their securities under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act").

There are several methods for a corporation using a going public transaction to become subject to the reporting requirements of the Exchange Act. Many microcap companies that used reverse mergers in their going public transaction register securities on Form 10 under the Exchange Act, so that their shareholders can rely upon Rule 144′s safe harbor.

An Exchange Act registration statement requires disclosure of material financial and business information to investors and shareholders. The filing of an Exchange Act registration statement obligates 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 the most recognized registration statement under the Exchange Act. 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 registration statement form is prescribed. Unlike a selling shareholders or company registration statement under the Securities Act, a Form 10 registration statement automatically goes effective 60 days after it is filed regardless of whether the SEC has compelted the comment process. After this 60 day period, the issuer reporting obligations under the Exchange Act begin. An issuer that goes public using a Form 10 registration statement must typically rely on the Rule 144 exemption or file a resale/company registration statement to create unrestricted stock for its shareholders.

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.

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Posted on 2013-08-11, By: Brenda Hamilton, Attorney *

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