What Is SEC Form 20-F? Definition, Requirements, and Who Files

What Is the SEC Form 20-F?

SEC Form 20-F is a form issued by the Securities and Exchange Commission (SEC) that must be submitted by all "foreign private issuers" with listed equity shares on exchanges in the U.S. Form 20-F calls for the submission of an annual report within four months of the end of a company's fiscal year or if the fiscal year-end date changes. The reporting and eligibility requirements for Form 20-F are stated in the Securities Exchange Act of 1934.

Understanding the SEC Form 20-F

The information requirements are not as strict as the requirements for domestic U.S. companies that make regular filings. The companies in which less than 50% of voting shares are held by U.S. investors may be eligible. Once a company is deemed ineligible for foreign private issuer status, it must file the same forms as regular filers, such as the 8-K, 10-Q, and 10-K reports, as well as reconcile accounting statements to generally accepted accounting principles (GAAP) standards.

Benefits of the SEC Form 20-F

The goal of Form 20-F is to standardize the reporting requirements of foreign-based companies so investors can evaluate these investments alongside domestic equities. The form often contains a foreign company's annual report with financials. Form 20-F is required from foreign companies, both non-U.S. and non-Canadian companies (Canadian companies must use form 40-F), whose securities are traded in the U.S.

Under the New York Stock Exchange (NYSE) rules, a company must also make the report available to shareholders through the company's website and make shareholders aware the report has been released via a press release. There are also other requirements, such as posting in English that shareholders can request a hard copy of the audited financial statements, which they will receive within a reasonable period of time free of charge.

Failure to file Form 20-F with the SEC in the proper time frame subjects an NYSE-listed company to procedures under section 802.01E. After notice is given by the exchange, there is generally a six-month "cure period" where the exchange monitors the situation. Additional time may be granted after this time elapses or delisting may commence.

Example of the SEC Form 20-F 

Unilever PLC is a public limited company registered in the Netherlands but with its corporate headquarters in London, England. There are ordinary shares and depositary shares, along with preferred stock, listed on the Euronext Amsterdam and NYSE. 

Unilever files an annual Form 20-F with the SEC. Its latest year ended on Dec. 31, 2019, and the filing was on March 4, 2020. There are a number of sections to the filing, including key information, information on the company, operating/financial review/prospects, directors/senior management, and employees. The numbers, including the financials, are given in euros.