# 2025-10428: SEC reconsiders which foreign companies qualify for reporting shortcuts

2025-10428, Concept Release on Foreign Private Issuer Eligibility, is a Federal Register proposed rule from Securities and Exchange Commission published 2025-06-09, effective Comments should be received on or before September 8, 2025.; PRIA reads it as touching household money (as of 2026-10-29).

- Canonical: https://policyrisk.com/federal-register/2025-10428
- As of: 2026-10-29
- Plain-text twin of the page above; the HTML and this file carry the same facts.

## Facts
- Document number: 2025-10428
- Title: Concept Release on Foreign Private Issuer Eligibility
- Type: Proposed Rule
- Agencies: Securities and Exchange Commission
- Citation: 90 FR 24232
- Published: 2025-06-09
- Effective: Comments should be received on or before September 8, 2025.
- Comments close: not stated
- Significant: no
- Touches household money: yes
- Regulation identifier numbers: 3235-AN35
- Last updated: 2026-10-29

## In one line

SEC reconsiders which foreign companies qualify for reporting shortcuts

## Summary

The SEC is thinking about changing the rules for foreign companies that want to be treated as 'foreign private issuers' (FPIs). These changes could affect which companies get special reporting breaks, helping investors and businesses grow. If you have thoughts, speak up by September 8, 2025!

## Abstract

The Securities and Exchange Commission ("Commission") is publishing this concept release to solicit comments on the definition of a foreign private issuer ("FPI"). There have been several developments within the FPI population since the Commission last conducted a broad review of reporting FPIs and the eligibility criteria for FPI status. These developments have prompted us to consider whether the current FPI definition should be revised so that it better represents the issuers that the Commission intended to benefit from current FPI accommodations while continuing to protect investors and promote capital formation.

## Effects PRIA read

- Foreign issuers get reporting and accounting relief: benefit, medium. If you run a foreign company that qualifies as a foreign private issuer (FPI), you currently get several filing and accounting relaxations: annual reports on Form 20-F are due four months after fiscal year-end (versus 60, 75, or 90 days for Form 10-K domestic filers), reporting FPIs are not require…
- FPIs face less frequent governance and disclosure rules: cost, medium. If a company is an FPI, it is exempt from several governance and disclosure rules that apply to U.S. domestic issuers: FPIs are exempt from section 16 reporting, proxy solicitation requirements, and say-on-pay votes; they are not subject to Regulation Fair Disclosure; Sarbanes-Oxley certifications…
- Large share of FPIs now trade almost only in U.S. markets: mixed, high. The SEC staff found that in fiscal year 2023 about 55% of 20-F reporting FPIs had 99% or more of their equity trading volume in U.S. capital markets (defined as less than 1% of equity trading volume outside the U.S. over a 12-month window). For fiscal year 2023, 967 issuers filed on Form 20-F and 1…

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## Sources
- [2025-10428 on federalregister.gov](https://www.federalregister.gov/documents/2025/06/09/2025-10428/concept-release-on-foreign-private-issuer-eligibility)
- [2025-10428 as published (PDF)](https://www.govinfo.gov/content/pkg/FR-2025-06-09/pdf/2025-10428.pdf)

## Related
- [Previous: 2025-10418, Drawbridge Operation Regulation; Inside Thorofare, Ventnor City, New Jersey](https://policyrisk.com/federal-register/2025-10418)
- [Next: 2025-10294, Endangered and Threatened Wildlife and Plants; Two Species Not Warranted for Li…](https://policyrisk.com/federal-register/2025-10294)
- [All Federal Register documents](https://policyrisk.com/federal-register)

Source: PRIA, https://policyrisk.com/federal-register/2025-10428 (as of 2026-10-29).