20-F vs 40-F: foreign issuer annual reports
On 20-F vs 40-F, the two are both annual reports that foreign companies file with the US Securities and Exchange Commission (SEC), but they serve different filers. A Form 20-F is the general foreign private issuer annual report. A Form 40-F is a narrower route: only eligible Canadian issuers use it, under the Multijurisdictional Disclosure System (MJDS), and it wraps their Canadian annual disclosure. This guide compares 20-F vs 40-F across who files, format, and deadline. It is not investment advice.
Definition
A 20-F versus a 40-F
are both foreign private issuer annual reports to the SEC. The 20-F is the general form and follows the SEC's disclosure format. The 40-F is only for eligible Canadian issuers under the MJDS and wraps their existing Canadian annual disclosure. Source: SEC.
Who files each report?
A 20-F is filed by a foreign private issuer that lists in the US and does not qualify for the MJDS. A 40-F is filed only by a Canadian issuer that qualifies under the MJDS: a foreign private issuer or crown corporation, reporting to a Canadian regulator for at least 12 months, with a public float of at least US$75 million. A Canadian company that does not meet the MJDS tests files a 20-F.
How do they differ?
The differences come down to who files, the disclosure format, and the deadline.
| What to check | 20-F | 40-F |
|---|---|---|
| Filer | Foreign private issuer (non-MJDS) | Eligible Canadian issuer (MJDS) |
| Format | SEC's own disclosure format | Wraps Canadian disclosure (e.g. the Annual Information Form) |
| Accounting | IFRS (as issued by IASB) or US GAAP | Typically IFRS as issued by IASB |
| Quarterly reports | No 10-Q; Form 6-K for events | No 10-Q; Form 6-K for events |
| Deadline | Within four months of year-end | Same date as the Canadian filing |
| Where to read | SEC EDGAR | SEC EDGAR |
Canada only
Countries whose issuers may use Form 40-F under the MJDS
Source: SEC, MJDS
Which one applies?
It depends on the company. A qualifying Canadian issuer files a 40-F and its US deadline tracks the Canadian one. Every other foreign private issuer files a 20-F, due within four months of fiscal year-end. Neither files a quarterly 10-Q; both furnish interim events on a Form 6-K. For a US domestic company, the annual report is the 10-K instead.
Both the 20-F and the 40-F sit on the SEC's EDGAR system, free to read. Flock reads disclosure filings and keeps each one dated and linked to its source, so you can move from a summary to the original filing in one step. What any of it means for your money is your call to make.
Frequently asked questions
What is the main difference between a 20-F and a 40-F?
Both are foreign private issuer annual reports to the SEC. A 40-F is used only by eligible Canadian issuers under the Multijurisdictional Disclosure System and wraps their Canadian disclosure. A 20-F is used by other foreign issuers and follows the SEC's own format. Source: SEC.
Can any Canadian company file a 40-F?
No. A 40-F is only for a Canadian issuer that qualifies under the MJDS, meaning it is a foreign private issuer or crown corporation, has reported to a Canadian regulator for at least 12 months, and has a public float of at least US$75 million. Others file a 20-F. Source: SEC.
Do 20-F and 40-F filers report quarterly?
Neither files a US 10-Q. A foreign private issuer on either form furnishes material events during the year on a Form 6-K instead of filing quarterly reports the way a US domestic company does. Source: SEC.
Are 20-F and 40-F filings public?
Yes. Both are filed on the SEC's EDGAR system and are free to read. You can find either annual report by searching a company's name or ticker. Source: SEC EDGAR.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.