Lesson 1 of 6
Who counts as foreign here
Four independent facts: where a company is incorporated, which form it files, which accounting standard it uses, and which currency it reports in.
By Javier Sanz
Founder of ValueScreener. Built Ninety Nine, a securities services provider, and sold it to a tier-one global bank; ran operations and internationalization at Alpaca, the brokerage API.
Who writes thisEditorial processLinkedIn (opens in a new tab)X (opens in a new tab)
In one minute
- Foreign private issuer is a status with a test, and it relaxes several of the obligations a domestic filer carries.
- The form filed, the accounting standard used and the currency reported in are three separate facts, and none of them follows from the others.
- The status changes what you receive and when, which is a research problem rather than a legal one.
A company listed on a US exchange is not automatically a US filer. A separate status decides which rules it lives under, and the consequences reach the research page.
Four companies, four different combinations
RowsReporting currencyColumnsAccounting standard
US dollars, US GAAP
US GAAP, dollars
US dollars, IFRS
IFRS, dollars
Another currency, US GAAP
US GAAP, another currency
Another currency, IFRS
IFRS, another currency
The test, in outline
A company organised outside the United States qualifies unless too much of it is American: broadly, more than half its voting shares held by US residents together with any one of a US-majority board or management, a majority of assets in the United States, or business administered principally from there.
The practical reading is that the status is lost by becoming substantively American rather than by choosing to. A company can also give it up and file domestic forms voluntarily, which is what Enbridge does: a Canadian company filing a 10-K.
What qualifying changes
| Obligation | Domestic filer | Foreign private issuer |
|---|---|---|
| Annual report | 10-K | 20-F, or 40-F for eligible Canadian issuers |
| Quarterly reports | 10-Q, three a year | None. Interim information is furnished on Form 6-K |
| Current reports | 8-K, on named items and deadlines | 6-K, covering what is material and made public at home |
| Insider transactions | Forms 3, 4 and 5 under Section 16 | Exempt |
| Proxy rules | Apply | Exempt |
| Accounting | US GAAP | US GAAP, or IFRS as issued by the IASB, without reconciliation |
| Corporate governance | Exchange rules apply | Home-country practice, with the differences described |
Why it matters to a reader, not a lawyer
Two consequences do real work.
The information calendar is different. No quarterly report means the gap between disclosures is longer and less regular, and a 6-K arrives when home rules require it rather than on a US schedule.
The comparisons are harder. A ratio compares a price in dollars against accounts that may be in another currency under another standard. That is not a reason to avoid these companies. It is a reason to check which of the four facts above applies before reading any figure.
Check yourself
A company files a 20-F. What does that tell you about its accounting standard?
- It uses IFRS
- Nothing: a 20-F may be prepared under IFRS or under US GAAP, and the cover page states which
- It uses local standards with a US reconciliation
Show the answer
Answer: B.
Form, standard and currency are three independent facts. The cover page of the 20-F carries a checkbox naming the basis of accounting.What does a foreign private issuer file instead of quarterly reports?
- A 10-Q, on the same schedule
- Nothing quarterly is required; interim information is furnished on Form 6-K when home rules require it
- An annual report only
Show the answer
Answer: B.
The information calendar is the practical difference: longer and less regular gaps between disclosures than a domestic filer's.Why can a currency field derived from the exchange not identify a foreign filer?
- Because exchanges do not publish currencies
- Because every US-listed security trades in dollars regardless of the currency its accounts are kept in
- Because the field is often missing
Show the answer
Answer: B.
Trading currency and reporting currency are different facts. Only the statement's own reported currency finds a company that keeps its books in yen.Sources
- Form 20-F, Form 40-F and Form 6-K, and the SEC rules defining foreign private issuer status and its exemptions from Section 16 and the proxy rules.
- Toyota Motor Corporation, Form 20-F for the fiscal year ended 31 March 2026, filed 2026-06-10: the basis-of-accounting checkbox on the cover page.
- The product's own store of filed annual statements, read 2026-09-16: form type, accounting standard and reporting currency for each company named.
What this leaves out
- The status test is stated in outline. The rule has more detail than a table can carry, and a company's own filings are the authority on its status.
- A company's status can change between years, and so can the form it files. Enbridge files a 10-K today and filed 40-Fs previously.
- This lesson describes disclosure obligations, not tax or legal treatment of holding these securities.
- Nothing here is advice about any security.