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Main / Glossary / Form 20-F

Form 20-F

Form 20-F is a crucial filing document used by foreign private issuers (FPIs) who wish to register their securities with the United States Securities and Exchange Commission (SEC) in order to list them on American stock exchanges. This form enables FPIs to comply with the requirements of the Securities Exchange Act of 1934 and provides pertinent information about the foreign company’s operations and financial performance.

The significance of Form 20-F lies in its ability to bridge informational gaps between FPIs and the American investing public, ensuring transparency and facilitating global investment. This comprehensive document serves as the equivalent of the annual report for FPIs and encompasses vital information typically found in various reports and filings mandated by the home country jurisdiction of the issuer.

Form 20-F is organized into several sections, each serving a distinct purpose. The first section requires the filer to disclose general information about the issuer, including its name, address, and legal form, as well as details regarding the nature and duration of its operations. In this section, the FPI must also provide a concise description of its business, highlighting the industry it operates in and its principal products or services.

The second section of Form 20-F focuses on the issuer’s selected financial data. Here, the filer must present a summary of their financial performance for the past five years, showcasing key indicators such as revenue, net income, earnings per share, and total assets. This section provides investors with a snapshot of the FPI’s financial health over a defined period, allowing them to make informed investment decisions.

The following sections delve deeper into various aspects of the issuer’s operations. These sections cover topics such as risk factors, governance, executive remuneration, major shareholders, related party transactions, and legal proceedings. FPIs must diligently disclose all material information in these sections, ensuring the investing public has access to comprehensive information.

Additionally, Form 20-F mandates stringent reporting requirements for FPIs adopting International Financial Reporting Standards (IFRS). These requirements guarantee consistency and comparability of financial information across global markets, aiding investors in assessing FPIs on an international scale.

Form 20-F serves as a valuable tool for investors, regulatory bodies, and financial analysts alike, enabling them to evaluate FPIs effectively. This document not only contributes to the protection of investors but also enhances the accountability and integrity of FPIs accessing American capital markets.

In summary, Form 20-F is a mandatory filing for foreign private issuers intending to list their securities on U.S. stock exchanges. It provides comprehensive information about the issuer’s operations, financial performance, and corporate governance, ensuring transparency and enabling informed investment decisions. By adhering to the requirements outlined in Form 20-F, FPIs can access global capital markets while fulfilling their disclosure obligations to regulatory authorities and the investing public.