What does a Form 15 mean when a company stops reporting?

Information as of 15 October 2026. Everything below comes from the SEC's Form 15 and the rules it cites, linked below. If anything here is wrong, tell us at contact@oqro.io and we will correct it.

What is a Form 15?

The SEC's Form 15 is titled Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d). It is the form a company files when it says it no longer has to report to the SEC for a class of securities, or that its duty is suspended. It is short: the company's name, the class of securities, the approximate number of holders of record on the date of the certification, and boxes for the rule relied on.

The boxes name six provisions: Rule 12g-4(a)(1), 12g-4(a)(2), 12h-3(b)(1)(i), 12h-3(b)(1)(ii), 15d-6 and 15d-22(b). Which one is checked says which route the company is using.

What are the 300 and 500 holder tests?

Under Rule 12g-4, a company can certify that a class of securities is held of record by fewer than 300 persons, or fewer than 1,200 for a bank, a savings and loan holding company or a bank holding company. A second test applies where fewer than 500 persons hold the class and the company's total assets have not exceeded 10 million dollars on the last day of each of its three most recent fiscal years.

The rule counts holders of record, which are the names on the company's own register, not the number of people who ultimately own the shares through a broker. That is why a widely held company can still pass the test, and why the form asks for the approximate number of holders of record. Neither the form nor the rule says how many shareholders the company has in any wider sense.

When does the duty to report actually stop?

The timing has two parts. Under Rule 12g-4, the termination of registration takes effect 90 days after the company files the certification, or a shorter period set by the Commission. But the company's duty to file reports under Section 13(a) is suspended immediately on filing. If the certification is later withdrawn or denied, the company has to file, within 60 days, all the reports that would have been required if it had not filed the Form 15. If the suspension resulted from the company's merger into or consolidation with another company, the certification is filed by the successor.

A company that reports under Section 15(d), the duty that follows a registered offering, uses Rule 12h-3. The suspension takes effect immediately on filing, but only if the company has filed all reports required for the shorter of its last three fiscal years and the part of the current year before the filing, or the period since it became subject to the duty. The rule is not available for a fiscal year in which a registration statement under the Securities Act becomes effective or has to be updated. If the suspension later ends because the class no longer meets the test on the first day of a fiscal year, the company resumes reporting by filing a Form 10-K for the preceding year no later than 120 days after that year ended.

Rule 15d-6 covers the case in which the duty is suspended by the Act itself for a fiscal year: the company files a notice on Form 15 within 30 days after the start of that year, unless it already filed one under Rule 12h-3.

How does it differ from a Form 25?

A Form 25 removes a class from an exchange and from registration under Section 12(b); our article on Form 25 covers it. A Form 15 deals with Sections 12(g), 13 and 15(d). A company can use both forms, but each has its own tests and its own clock, and the SEC's rule on removal from listing says expressly that a Form 25 does not affect the Section 12(g) or 15(d) duties.

What changes for a reader is where the numbers come from. A company that has stopped reporting no longer files the periodic reports described in our article on 10-K, 10-Q and 20-F deadlines, so OQRO has nothing newer to read for it.

What this does not tell you

A Form 15 does not say why the company chose to stop reporting. It does not say that the company is being acquired, although a Form 15 can follow a merger. It does not give the number of holders in the sense of everyone who owns a share, only the approximate number of holders of record at the date of the certification. And it does not say that the company has ceased to exist or that its shares have stopped trading.

OQRO describes the filing and its dates; it does not interpret the event or predict anything about a price. Nothing here is investment advice.