Registration Requirements under Section 12 of the Exchange Act

Unlike registration of the offer and sale of securities under the Securities Act, Section 12 of the Exchange Act involves registration of an entire class of securities if conditions are met, including listing on a national securities exchange for Section 12(b) and crossing minimum asset and securityholder thresholds for Section 12(g). An issuer with securities registered under Section 12 becomes a reporting company subject to periodic and current reporting, beneficial ownership, proxy, and other obligations and requirements under the Exchange Act. Read this practice note to gain an understanding of the requirements for each of these sections, determining the number of record holders, and more.

Read now »

Related Content

• Registering Under Section 12 of the Exchange Act Checklist
  Review the key points of registering securities with Form 8-A or Form 10.

• Form 10 Form Check: Checklist
  Go line-by-line to ensure your client’s Form 10 is compliant.

• Form 10 Drafting
  See this practice note for the when, how, and why to file Form 10 when registering securities.

• Public Company Periodic Reporting and Disclosure Obligations
  Get a full picture of what it means for a company to go public.

Practical Guidance Updates 
Featuring the latest updates from your Practical Guidance account.  

• New! Discover Practical Guidance Content and Resources
  Review this informative guide featuring some of the recent content additions to Practical Guidance, designed to help you find the tools and insights you need to work more efficiently and effectively.

• For Practical Guidance content on important recent trends, review easy-to-use Resource Kits on these topics:
  • Chevron Reversal Impact Resource Kit
  • Environmental, Social, and Governance (ESG) Resource Kit
  • Generative Artificial Intelligence (AI) Resource Kit
• Legal Developments provide the latest updates and analyses of emerging topics impacting your practice area. Visit the Legal Developments page to see the latest topics, which also include breaking legal news and related Practical Guidance content.
• Keep an eye on the SEC Proposed and Adopted Rules Tracker for the latest updates from the Securities and Exchange Commission..
• Document alerts allow you to stay current on legal developments that affect your practice. Find out how to set up your document alerts.
• The Practical Guidance Journal features guidance on the use of AI in employment decisions, AI considerations in acquisition agreements, Chevron deference reversal challenges in FDA rulemaking, 50 years of ERISA pension protection, plus obligations and risks related to the provision of anti-overdose medication in the workplace.
• Browse the Practical Guidance Author Center to see the 2000+ leading attorney authors contributing to our 26 practice areas. Interested in becoming a Practical Guidance author? Click here for details. Practical Guidance is committed to amplifying diverse voices of attorneys across all differences, including gender and race.

PRACTICAL GUIDANCE CUSTOMER EMAIL EDITION ON THE WEB

Experience results today with practical guidance, legal research, and data-driven insights—all in one place.

Experience Lexis+