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6110 Definitions
us SEC - Financial Reporting Manual
6110.1 Foreign Issuer [Regulation C, Rule 405 and Exchange Act Rule 3b-4]: An issuer which is a foreign government, a foreign national or a corporation or other organization that is incorporated or organized under the laws of any foreign country.
6110.2 Foreign Private Issuer [Regulation C, Rule 405 and Exchange Act Rule 3b-4]: The term foreign private issuer means any foreign issuer other than a foreign government except an issuer meeting the following conditions:
a. More than 50% of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and
b. Any of the following:
1. The majority of the executive officers or directors are United States citizens or residents;
2. More than 50% of the assets of the issuer are located in the United States; or
3. The business of the issuer is administered principally in the United States. (Last updated: 9/30/2011)
6110.3 Registrants may test for compliance with the foreign private issuer definition once per year. The test is required to be performed as of the last business day of the registrant's most recently completed second fiscal quarter. [Regulation C, Rule 405 and Exchange Act Rule 3b-4] Consequences of failing to meet the foreign private issuer definition are described in Section 6120.2. (Last updated: 9/30/2011)
6110.4 Foreign Business [S-X 1-02(l)]: A foreign business is not organized under the laws of the U.S. or any state thereof, is majority owned by persons who are not U.S. citizens or residents and:
a. More than 50% of its assets are located outside the U.S. or
b. A majority of its executive officers and directors are not U.S. citizens or residents.
NOTE: In its determination of the majority ownership of a business, the staff will consider the ultimate parent entity that would consolidate the business under U.S. GAAP (IFRS for IFRS-IASB issuers) and that parent's controlling shareholders. |
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