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Understanding SEC Form 15-12B: Definition, Usage, and Considerations

Last updated 03/27/2024 by

Silas Bamigbola

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Fact checked by

SEC Form 15-12B is a crucial document utilized by companies when transitioning from public to private status. It signifies the termination of registration of a class of security under specific sections of the Securities Exchange Act. By filing this form, companies can deregister their securities, reducing compliance burdens while navigating the complexities of going private.

Understanding SEC Form 15-12B

Sec form 15-12b plays a crucial role in the process of delisting and deregistering securities under the securities exchange act. Learn about SEC Form 15-12B, its definition, and how it works for companies looking to delist and deregister securities under the Securities Exchange Act.

What is sec form 15-12b?

Sec form 15-12b is a certification of termination of registration of a class of security under section 12(g) or notice of suspension of duty to file reports pursuant to section 13 and 15(d) of the 1934 securities exchange act section 12(b). This form is utilized when a company decides to go private and must register existing securities.

How sec form 15-12b works

Under section 12(b) of the securities exchange act, issuers filing to register their security with the sec must provide pertinent financial data, including information on corporate structure, management compensation, balance sheets, and profit/loss statements from the past three years.
When a company files form 15 or goes dark, it can suspend these reporting obligations provided it doesn’t exceed 300 shareholders of the deregistered class of securities on the first day of any fiscal year after filing form 15. Sec form 15-12b is typically filed by companies with a commission file number prefix of 001-.

Reasons why companies “go dark”

Companies may choose to “go dark” and voluntarily delist their shares from exchanges when the costs of remaining a public reporting company outweigh its benefits. This decision is typically driven by financial considerations, particularly for smaller companies facing challenges in maintaining compliance with listing and reporting requirements.
During economic downturns like the great recession of 2008-2009, many smaller publicly traded companies opted to go dark or considered doing so due to the increasing financial burden of staying publicly listed. Delisting and deregistering allow struggling companies to redirect their resources away from sec reporting and listing requirements.

Special considerations

Delisting alone doesn’t relieve a company of its public reporting obligations; it must also deregister its shares as mandated by the exchange act. Even non-listed companies may have reporting obligations to the sec.
Companies may undergo going private transactions, such as mergers, reverse splits, or tender offers, to begin the process of going dark. Going private doesn’t necessarily involve cashing out shareholders or obtaining shareholder approval, though some companies may offer liquidity through stock repurchases or tender offers.

Pros and cons of going dark

Weigh the risks and benefits
Here is a list of the benefits and drawbacks to consider.
  • Reduced compliance costs
  • Increased privacy for company operations
  • Flexibility in decision-making
  • Loss of access to public capital markets
  • Decreased liquidity for existing shareholders
  • Potential loss of investor confidence

Examples of SEC Form 15-12B usage

Let’s explore some scenarios where companies might utilize SEC Form 15-12B:

A small tech startup

A small tech startup decides to go private after experiencing financial difficulties. By deregistering its securities using SEC Form 15-12B, the company can redirect its resources towards restructuring and innovation.

A family-owned business

A family-owned business with a limited number of shareholders chooses to go dark to maintain privacy and flexibility in its operations. SEC Form 15-12B allows them to do so while reducing compliance costs.

An established corporation

An established corporation undergoes a merger or acquisition and decides to delist its shares from public exchanges. Utilizing SEC Form 15-12B streamlines the process of deregistering securities post-transaction.

Legal implications of going dark

Regulatory compliance

Before deciding to go dark and filing SEC Form 15-12B, companies must ensure they meet all legal requirements and obligations associated with delisting and deregistering securities.
Regulatory compliance involves notifying shareholders and fulfilling any outstanding reporting obligations. Failure to comply with these requirements can lead to legal repercussions, including fines and penalties.

Shareholder rights

Going dark may have significant implications for shareholder rights and protections. Shareholders rely on access to accurate financial information to make informed decisions about their investments.
By delisting and deregistering securities, companies may limit shareholders’ access to financial reports and other pertinent information. This can impact shareholders’ ability to assess the company’s performance and make informed investment decisions.

SEC scrutiny

The Securities and Exchange Commission (SEC) closely monitors companies’ actions related to delisting and deregistration. Any discrepancies or violations of securities laws can result in regulatory enforcement actions and penalties.
Companies undergoing the process of going dark must ensure full compliance with SEC regulations to avoid legal scrutiny and potential penalties.

Cost considerations

Before companies decide to go dark and file SEC Form 15-12B, they should carefully evaluate the cost implications involved:

Legal Expenses

Companies may incur significant legal expenses associated with delisting and deregistering securities. This includes hiring legal counsel to navigate complex regulatory requirements and ensure full compliance with securities laws. Legal fees can vary depending on the size and complexity of the company’s operations, as well as any potential legal challenges that may arise during the process of going dark.
Additionally, companies may need to budget for expenses related to filing fees, document preparation, and other administrative costs associated with submitting SEC Form 15-12B. It’s crucial for companies to accurately assess and budget for these legal expenses to avoid any financial surprises during the delisting and deregistration process.

Accounting Costs

Deregistering securities requires companies to make adjustments to their financial reporting practices, which can result in additional accounting costs. Companies may need to allocate resources towards preparing financial statements and audits for internal use, ensuring accuracy and compliance with accounting standards. These accounting costs can include hiring external auditors or consultants to assist with the transition process, as well as investing in software or systems to facilitate financial reporting and analysis.

Impact on stakeholders

Going dark can have various implications for stakeholders beyond shareholders. It’s essential for companies to consider how their decision will affect other parties involved:


Employees may experience uncertainty and concern about the company’s future prospects and stability following the decision to go dark. Changes in corporate governance or financial transparency may impact employee morale and confidence in the organization. Companies should prioritize open communication with employees, providing clear explanations of the reasons for going dark and addressing any concerns or questions they may have about the implications for their employment.
Additionally, companies should consider the potential impact on employee compensation and benefits, particularly if there are changes to stock-based incentive programs or retirement plans as a result of delisting and deregistration. It’s important for companies to proactively engage with employees to mitigate any negative effects on morale and maintain a positive working environment during the transition process.


Creditors, including lenders and suppliers, may be wary of the company’s ability to meet its financial obligations once it goes dark. Delisting and deregistering securities can create uncertainty about the company’s financial health and future prospects, potentially affecting creditors’ willingness to extend credit or provide favorable terms. Companies should engage with creditors to address any concerns and provide reassurance about their financial stability and ability to fulfill their obligations, ensuring continued access to credit and financing as needed.
Furthermore, companies should be proactive in maintaining transparency and communication with creditors throughout the delisting and deregistration process, providing regular updates on financial performance and strategic initiatives. By demonstrating a commitment to financial responsibility and accountability, companies can help alleviate creditors’ concerns and maintain positive relationships with key stakeholders.


Regulators play a critical role in overseeing companies’ actions related to delisting and deregistration, ensuring compliance with securities laws and regulations. Companies should be prepared for increased scrutiny from regulatory agencies, including the Securities and Exchange Commission (SEC), following the decision to go dark. Any discrepancies or violations of securities laws can result in regulatory enforcement actions and penalties, potentially damaging the company’s reputation and financial standing.
It’s essential for companies to maintain transparency and compliance with regulatory requirements throughout the delisting and deregistration process, providing accurate and timely disclosures to regulators as necessary. By proactively addressing any regulatory concerns and cooperating fully with regulatory inquiries, companies can mitigate the risk of enforcement actions and maintain a positive relationship with regulatory authorities.


In conclusion, SEC Form 15-12B serves as a vital tool for companies seeking to transition from public to private status. While going dark can offer cost-saving benefits and increased operational flexibility, it also presents challenges such as reduced access to capital markets and diminished transparency for shareholders. Companies must carefully evaluate the implications and weigh the pros and cons before making this significant decision. Effective communication with stakeholders and adherence to regulatory requirements are essential for a successful transition.

Frequently asked questions

What is SEC Form 15-12B?

SEC Form 15-12B is a certification of termination of registration of a class of security under Section 12(g) or notice of suspension of duty to file reports pursuant to Section 13 and 15(d) of the 1934 Securities Exchange Act Section 12(b). This form is used when a company goes private and must register existing securities.

When should a company file SEC Form 15-12B?

A company should file SEC Form 15-12B when it decides to go private and deregister its securities under the Securities Exchange Act. This typically occurs when the company no longer wishes to remain publicly traded and comply with the associated reporting requirements.

What are the requirements for using SEC Form 15-12B?

To use SEC Form 15-12B, a company must meet certain criteria, such as having no more than 300 shareholders at the start of the fiscal year after filing for delisting. Additionally, the company must be in compliance with all relevant securities laws and regulations.

What are the benefits of going dark?

Going dark can reduce compliance costs for companies, as they are no longer required to file regular reports with the Securities and Exchange Commission (SEC) or adhere to listing requirements of public exchanges. It can also provide greater privacy and flexibility in operations.

What are the drawbacks of going dark?

One drawback of going dark is that it may limit access to capital markets for the company, making it more challenging to raise funds through the issuance of securities. Additionally, going dark can reduce transparency for investors and may lead to decreased liquidity for the company’s securities.

How can going dark impact shareholders?

Going dark can impact shareholders by limiting their access to financial information and reducing liquidity in the market for the company’s securities. Shareholders may also experience changes in corporate governance and potentially face challenges in selling or transferring their securities.

What are the alternatives to going dark?

Alternatives to going dark include remaining publicly traded and complying with reporting requirements, or exploring other strategic options such as mergers, acquisitions, or restructuring. Companies should carefully evaluate the advantages and disadvantages of each option before making a decision.

Key takeaways

  • Sec form 15-12b is used by companies to deregister securities when going private.
  • Going dark can reduce compliance costs but may limit access to capital markets.
  • Companies must carefully weigh the pros and cons before deciding to go dark.
  • Legal expenses, accounting costs, and the impact on stakeholders are important factors to consider when evaluating the decision to go dark.
  • Effective communication and transparency with employees, creditors, and regulators are crucial for mitigating potential risks and maintaining positive relationships.

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