Foreign Private Issuer

Any foreign issuer ( www.practicallaw.com/3-382-3480) other than a foreign government, except an issuer meeting the following conditions as of the last day of its most recently completed second fiscal quarter:

  • US residents own, directly or indirectly, more than 50% of the issuer's outstanding voting securities; and

  • Any of the following:

    • the majority of the executive officers or directors are US citizens or residents;

    • more than 50% of the issuer's assets are located in the US; or

    • the issuer's business is administered principally in the US.

For a discussion of why it is beneficial to qualify as a foreign private issuer, which non-US companies qualify as foreign private issuers and when foreign private issuer status must be assessed, see Practice Note, Which Non-US Companies Qualify as Foreign Private Issuers? ( www.practicallaw.com/1-386-1265)

For a discussion of periodic reporting and other obligations of foreign private issuers that become reporting companies ( www.practicallaw.com/2-382-3758) in the US, see Practice Note, Periodic Reporting and Other Disclosure Obligations of Foreign Private Issuers: Overview ( www.practicallaw.com/0-508-5490) .

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