SEC Form F-N Filing Guide 2025: Costs and Requirements for Foreign Financial Institutions

SEC Form F-N is an essential filing for foreign financial entities aiming to offer securities publicly in the United States. This form serves as an official notification of the appointment of a U.S. agent for service of process, ensuring compliance with U.S. securities laws.

What Is SEC Form F-N?

SEC Form F-N is required for foreign banks, insurance companies, holding companies, and their subsidiaries when they make public securities offerings in the U.S. It is part of the SEC's F series filings designed specifically for foreign issuers.

Since 2002, the SEC mandates that Form F-N must be submitted electronically, streamlining the filing process and improving accessibility.

Key Highlights

• Mandatory for foreign financial institutions conducting public offerings in the U.S.
• Part of the F series SEC filings tailored to foreign companies.
• Exemption applies if the issuer has already filed Form F-X or is issuing debt securities/non-voting preferred shares.

How Does SEC Form F-N Work?

Form F-N, officially titled "Appointment of Agent for Service of Process by Foreign Banks and Foreign Insurance Companies and Certain Holding Companies and Finance Subsidiaries," complies with the Securities Act of 1933. This legislation ensures investors receive critical information about securities offerings and protects against fraudulent sales.

Comparing SEC Form F-N and Form F-X

Both forms designate a U.S. agent for service of process. However, if a foreign issuer has filed Form F-X, it is exempt from filing Form F-N under the Securities Act of 1933. Additionally, issuers of debt securities or non-voting preferred shares are not required to submit Form F-N.

Filing Requirements and Structure for SEC Form F-N

The SEC specifies that Form F-N applies to three categories of foreign issuers:

1. Foreign banks or insurance companies exempt from the investment company definition under rule 3a-6 of the Investment Company Act of 1940.
2. Financial subsidiaries of foreign banks or insurers, exempt under rule 3a-5.
3. Foreign issuers exempt under rule 3a-1 because their majority-owned subsidiaries are foreign banks or insurers exempt under rule 3a-6.

The SEC provides an official Form F-N template valid through May 31, 2024. Filers must submit six copies of the form, with at least one signed manually. The estimated time to complete the form is approximately one hour.

Required information includes the filer’s name, whether the filing is original or an amendment, registrant’s name, form type, file number (if known), filer identity, and date of filing.

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