What is a Form 15 filing? SEC deregistration guide (2026)
A Form 15 filing is the certification a company files with the Securities and Exchange Commission (SEC) to deregister a class of securities and suspend its duty to file periodic reports. It is the filing behind what the market calls "going dark": a company that files a Form 15 stops publishing 10-Ks, 10-Qs, and 8-Ks. This guide explains what a Form 15 filing is, the thresholds that allow it, and when it takes effect. It is not investment advice.
Definition
A Form 15 filing
is a certification filed with the SEC to deregister a class of securities and suspend a company's Exchange Act reporting duties. It is used when record holders fall below set thresholds, and it stops the flow of periodic reports such as the 10-K and 10-Q. Source: SEC.
What are the thresholds for filing a Form 15?
A company cannot simply choose to stop reporting; it must fall under record-holder limits first. In broad terms, a class of securities qualifies when it is held of record by:
- Fewer than 300 persons, or
- Fewer than 500 persons if the company's total assets have not exceeded $10 million on the last three fiscal year-ends, or
- Fewer than 1,200 persons for a bank or bank holding company.
"Held of record" counts registered holders, so shares held in street name through a broker can sit behind a single record holder. That is why a company with many beneficial owners can still fall under the threshold.
When does a Form 15 take effect?
The timing has two parts. Filing the Form 15 immediately suspends the company's periodic reporting duties, so the next 10-Q or 10-K need not be filed. Deregistration under Section 12(g) then becomes effective 90 days after the filing. If the company later crosses back over the record-holder limit on the first day of a fiscal year, its reporting duty can be reinstated.
90 days
Time after filing a Form 15 for Section 12(g) deregistration to become effective
Source: SEC
Why does a Form 15 matter to someone reading filings?
A Form 15 is the point where a company's public disclosure trail can go quiet. Once it is effective, the audited annual report and quarterly updates stop, so anyone tracking that company loses the regular filing stream. Spotting the Form 15 on EDGAR is how you know the reporting has ended rather than assuming a late filing.
Going dark versus going private
A Form 15 is a quiet deregistration. It is different from a full going-private transaction, where an affiliate buys out public holders and files a Schedule 13E-3 with a fairness statement. For the difference between the two exits, see Schedule 13E-3 vs Form 15. To find either on the regulator's own system, see how to search SEC EDGAR.
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Frequently asked questions
What is a Form 15 filing?
A Form 15 is a certification a company files with the SEC to deregister a class of securities and suspend its Exchange Act reporting duties. It is the filing behind going dark, where a company stops filing 10-Ks, 10-Qs, and 8-Ks. Source: SEC.
What are the record-holder thresholds for a Form 15?
A company can generally file a Form 15 when a class of securities is held by fewer than 300 record holders, or fewer than 500 if total assets have not exceeded $10 million on the last three year-ends. Banks and bank holding companies use a 1,200-holder threshold. Source: SEC.
When does a Form 15 take effect?
Filing a Form 15 immediately suspends the company's periodic reporting duties. Deregistration under Section 12(g) becomes effective 90 days after filing. If the company later exceeds the record-holder limit at the start of a fiscal year, its reporting duties can be reinstated. Source: SEC.
Where can I see if a company filed a Form 15?
Every Form 15 is filed on the SEC's EDGAR system and is free to read. A Form 15 on a company's EDGAR page is the marker that it has moved to suspend or end its SEC reporting. Source: SEC EDGAR.
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Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.