SEC Exempts Foreign Private Issuer Directors/Officers from Section 16(a) Filings

JD Supra Trade Law

Published March 5th, 2026

Detected March 7th, 2026

Summary

The SEC has issued an order granting an exemption from Section 16(a) beneficial ownership reporting requirements for officers and directors of certain foreign private issuers (FPIs). This exemption applies to FPIs incorporated in qualifying jurisdictions with substantially similar disclosure regulations, such as Canada, the EEA, the UK, and others. The order aims to align with the Holding Foreign Insiders Accountable Act.

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What changed

The Securities and Exchange Commission (SEC) has issued an order, effective March 5, 2026, granting an exemption from Section 16(a) beneficial ownership reporting requirements for officers and directors of specific Foreign Private Issuers (FPIs). This exemption is available to FPIs organized in "qualifying jurisdictions" (including Canada, the EEA, the UK, and others) that are subject to "qualifying regulations" substantially similar to Section 16(a) disclosure requirements. This action provides relief following the SEC's adoption of rules to extend Section 16(a) reporting to FPIs under the Holding Foreign Insiders Accountable Act.

Public companies, fund managers, and financial advisers with operations involving FPIs should review the specific criteria for qualifying jurisdictions and regulations to determine if their officers and directors are exempt from the initial Form 3 filing deadline of March 18, 2026. Compliance officers must ensure that any individuals not covered by the exemption, or who do not meet the conditions, are filing the required beneficial ownership reports. Failure to comply with Section 16(a) reporting obligations can result in penalties, although this specific order provides an exemption for eligible entities.

What to do next

Determine if FPIs and their officers/directors meet the criteria for the Section 16(a) reporting exemption.
Ensure compliance with applicable qualifying regulations for officers and directors of FPIs relying on the exemption.
File initial Form 3 reports by March 18, 2026, for any officers or directors of FPIs not eligible for the exemption.

Penalties

Non-compliance with Section 16(a) reporting requirements can result in penalties.

Source document (simplified)

March 6, 2026

SEC Issues Order Granting Directors and Officers of Certain Foreign Private Issuers an Exemption from Section 16(a) Filing Requirements

Liz Walsh Mayer Brown Free Writings + Perspectives + Follow Contact LinkedIn Facebook X Send Embed

On March 5, 2026, the Securities and Exchange Commission (the “SEC”) published an order granting an exemption from beneficial ownership reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) for officers and directors of certain foreign private issuers (“FPIs”). As we previously reported here, on February 27, 2026, the SEC adopted final amendments to certain rules and forms under the Exchange Act to reflect the requirements of the Holding Foreign Insiders Accountable Act (the “HFIAA”) to extend Section 16(a) beneficial ownership reporting to officers and directors of FPIs, beginning with an obligation to file an initial statement of beneficial ownership on Form 3 no later than March 18, 2026.

Pursuant to authority provided to the agency under the HFIAA, the SEC’s March 5 order exempts officers and directors of any FPI that is (i) incorporated or organized in a “qualifying jurisdiction,” and (ii) subject to a “qualifying regulation,” from Section 16(a) reporting requirements. As stated in the order, “the exemptive relief is available to directors and officers of an FPI that is either (i) incorporated or organized in a qualifying jurisdiction and subject to a qualifying regulation of the same jurisdiction or (ii) incorporated or organized in a qualifying jurisdiction but subject to a qualifying regulation of a different jurisdiction.”

Pursuant to the order, “qualifying jurisdictions” are Canada, Chile, the European Economic Area (including, as of the date hereof, the 27 member states of the European Union as well as Iceland, Liechtenstein, and Norway, but subject to future adjustment), the Republic of Korea, Switzerland, and the United Kingdom. The SEC stated that it may, in the future, name additional “qualifying jurisdictions” through additional exemptive orders.

The order also names the “qualifying regulations” for each such qualifying jurisdiction, each of which is “substantially similar” to the disclosure requirements of Section 16(a), in that each generally requires the disclosure by officers and directors of their holdings in an issuer’s equity and derivative securities, along with changes in such holdings and other related information. As with regard to “qualifying jurisdictions,” the SEC reserved the right to reassess these determinations, should there be future material changes to the qualifying regulations or otherwise, such that the regulations are no longer substantially similar to the requirements of Section 16(a).

The exemptive relief is subject to meeting both of the following conditions:

Any director or officer, as defined in Section 3(a)(7) and Rule 16a-1(f) of the Exchange Act, respectively, seeking to rely on the exemption must report their transactions in the issuer’s securities under the applicable qualifying regulation. Rule 16a-1(f) extends the definition of “officer” to those responsible for significant policy-making functions, and, according to the SEC’s order, “this condition is intended to ensure that any director or officer that does not fall within the defined category of reporting persons under the applicable qualifying regulation will still be required to file Section 16(a) reports,” ensuring that appropriate beneficial ownership reports are filed regardless of an individual’s title.
Reports filed pursuant to a qualifying regulation must be made available in English to the general public within no more than two business days of public posting. If an English version of the report cannot be filed through a regulator’s (or listing venue’s) online database, the report can be made publicly available on the issuer’s website. Read the order here.

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