Form 25 vs Form 15: delisting vs deregistration
On Form 25 vs Form 15, both are SEC forms a company files on its way out of the public markets, but they end different obligations. A Form 25 removes a stock from listing on a national exchange and deregisters it under Section 12(b). A Form 15 ends the company's SEC reporting under Section 12(g) or suspends it under Section 15(d). This guide compares Form 25 vs Form 15 so you know which does what. It is not investment advice.
Definition
Form 25 versus Form 15
are the two SEC forms for leaving the public markets. The Form 25 delists a class of securities from a national exchange and deregisters it under Section 12(b). The Form 15 ends registration under Section 12(g) or suspends reporting under Section 15(d). One leaves the exchange; the other ends SEC reporting. Source: SEC.
What does the Form 25 do?
A Form 25 removes a class of securities from listing on an exchange and starts deregistration under Section 12(b). Delisting takes effect 10 days after filing, and deregistration under 12(b) is fully effective at 90 days. Either the issuer or the exchange can file it, so it is used for both voluntary exits and exchange-initiated removals.
What does the Form 15 do?
A Form 15 certifies the termination of registration of a class under Section 12(g), or the suspension of the reporting duty under Section 15(d). Filing it suspends the company's periodic reporting immediately, and deregistration under 12(g) is effective 90 days later. It generally requires the company to be below a holder-count threshold: fewer than 300 holders of record, or fewer than 500 if total assets have not exceeded $10 million on the last three fiscal year-ends.
How do the two forms compare?
The split is exchange listing versus reporting company status.
| What to check | Form 25 | Form 15 |
|---|---|---|
| What it ends | Exchange listing, 12(b) registration | Reporting under 12(g) or 15(d) |
| Who can file | Issuer or the exchange | The issuer |
| Holder-count test | None | Generally under 300, or under 500 if small |
| Reporting suspended | On the 10-day delisting date | Immediately on filing |
| Deregistration effective | 90 days (12(b)) | 90 days (12(g)) |
Form 25, then Form 15
Typical order a company files when it leaves the public markets: delist from the exchange, then end SEC reporting
Source: SEC
Reading exit filings
A company fully leaving the public markets usually files both: the Form 25 to leave the exchange, then the Form 15 to stop reporting. When the exit is part of a going-private transaction, the affiliate fairness statement in Schedule 13E-3 is filed too, which is the axis compared in Schedule 13E-3 vs Form 15. To pull any of these from the regulator's own system, see how to search SEC EDGAR.
Flock reads disclosure filings and keeps each one dated and linked to its SEC source. What any of the data means for you is your call to make.
Frequently asked questions
What is the difference between Form 25 and Form 15?
A Form 25 removes a class of securities from listing on a national exchange and deregisters it under Section 12(b). A Form 15 certifies the end of registration under Section 12(g) or suspends reporting under Section 15(d). Form 25 leaves the exchange; Form 15 ends SEC reporting. Source: SEC.
Which form does a company file first when leaving the public markets?
A company usually files the Form 25 first to delist from the exchange, then the Form 15 to stop being an SEC-reporting company. The Form 25 handles the exchange and the 12(b) registration; the Form 15 handles the remaining 12(g) or 15(d) reporting duties. Source: SEC.
When does each form take effect?
For a Form 25, delisting is effective 10 days after filing and deregistration under 12(b) is fully effective at 90 days. For a Form 15, the reporting duty is suspended immediately on filing, and deregistration under 12(g) becomes effective 90 days later. Source: SEC.
Does a Form 15 require a minimum number of holders?
Yes. A Form 15 to deregister a class under Section 12(g) generally requires fewer than 300 holders of record, or fewer than 500 if the company's total assets have not exceeded $10 million on the last three fiscal year-ends. A Form 25 has no such holder test. Source: SEC.
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.