Foreign Private Issuer

Definition:

As defined in Rule 3b-4 under the Exchange Act and Rule 405 of the Securities Act using a two-stage negative test. Any entity or corporation organized outside the United States, other than a foreign government, is considered a Foreign Private Issuer, unless:

(a) more than 50 per cent of its voting securities are, directly or indirectly through voting trust certificates or depositary receipts, owned by US residents; and
(b) one of the following is true:
- (i) a majority of its executive officers or directors are US citizens or residents;
- (ii) more than 50 per cent of its assets are located in the United States; or
- (iii) its business is administered principally in the United States.

In determining the percentage of shares held by US residents, a Foreign Private Issuer must “look through” brokers, dealers, and nominees and examine the accounts of Beneficial Owners who are resident in the United States.

Foreign Private Issuers typically (but are not required to) use specific forms (for example, Form 6-K, Form 20-F, or Form 40-F) when filing with the SEC.