Form F-6 Filings

What Is SEC Form F-6?

SEC Form F-6 is an important filing required under the Securities Act of 1933. It is used to register depositary shares evidenced by American Depositary Receipts issued against deposited securities of a foreign issuer.

This form is typically filed when a depositary establishes or updates an ADR facility for foreign securities offered in the United States. It is event-driven and filed as needed.

Form F-6 ensures transparency by registering the ADRs themselves, while the deposited securities may require separate registration or an exemption. Investors researching ADR programs and related foreign issuer disclosures can use SEC filings Search tools to locate filings and review an issuer’s broader SEC filing history.

Key elements typically found in SEC Form F-6 include:

• Name of the depositary and the foreign issuer
• Description of the American Depositary Shares and underlying deposited securities
• Terms of the deposit agreement and ADR holder rights
• Eligibility details for use of Form F-6
• Exhibits such as the deposit agreement and opinion of counsel
• Confirmation that the filing is submitted electronically on EDGAR

Form F-6 may also be followed by Form F-6 POS when a post-effective amendment is needed for an existing Form F-6 registration statement.

SEC Form F-6 Filing Deadlines

SEC Form F-6 does not have a fixed periodic filing deadline. It is generally filed when depositary shares evidenced by ADRs are being registered, or when a new Form F-6 is required in connection with a change in the depositary or ADR program structure.

Researchers following newly established foreign issuer registrations can also review new company filings to identify recent registration activity and related SEC submissions.

Key Things to Know About Form F-6 Filing Rules

• ADR Registration Only: Form F-6 is available for registration of the depositary shares only, not the deposited securities themselves.
• Foreign Issuer Conditions Apply: The form may be used only if the eligibility conditions in the SEC’s Form F-6 instructions are satisfied, including conditions relating to withdrawal rights, the status of the deposited securities, and Exchange Act reporting or exemption.
• EDGAR Filing Is Required: Form F-6 must be filed electronically through the SEC’s EDGAR system in accordance with Regulation S-T.
• Supporting Documents Matter: The filing generally includes the deposit agreement and an opinion of counsel regarding the legality of the ADSs.
• New Filing May Be Needed Later: If the depositary for an ADR program changes, a new registration statement on Form F-6 must be filed.

Investors monitoring ADR registrations and other foreign issuer disclosures can create free SEC filing alerts to follow new filings and related updates as they become available.

Although Form F-6 relates specifically to ADR registration rather than a traditional IPO registration statement, researchers studying foreign companies entering U.S. public markets can separately review Initial Public Offerings for broader offering activity.