Legal Definitions - non-reporting issuer

A non-reporting issuer refers to a company or entity that is not legally required to submit regular financial and operational reports to a specific regulatory body, such as the U.S. Securities and Exchange Commission (SEC). These entities typically include privately owned companies, whether based in the U.S. or abroad, as well as foreign companies that are publicly traded in their home countries but have not registered their securities for public trading in the U.S. and therefore do not have U.S. reporting obligations.

Examples

• A Privately Held U.S. Software Startup

  "TechInnovate Inc." is a rapidly growing software company based in California. It has successfully raised several rounds of funding from venture capitalists and private investors, but its shares are not available for purchase on any public stock exchange.

  TechInnovate Inc. is a non-reporting issuer because it is a privately held U.S. company. Since its shares are not publicly traded and it hasn't met specific thresholds that would trigger reporting requirements, it is not obligated to file periodic financial statements or other disclosures with the SEC.

• A Large Family-Owned European Manufacturing Business

  "Global Machines AG" is a prominent German company that manufactures industrial machinery, with operations and sales across many countries, including the United States. Despite its significant size and international presence, Global Machines AG has remained entirely owned by the founding family for over a century and has never offered its shares to the public on any stock exchange.

  Global Machines AG is a non-reporting issuer because it is a privately owned company based outside the U.S. Even with its global reach and substantial revenue, its private ownership structure means it does not have U.S. public reporting obligations.

• A Publicly Traded Asian Retail Chain (Only in Home Country)

  "FashionForward Co." is a popular clothing retailer whose shares are actively traded on the Hong Kong Stock Exchange. While FashionForward Co. has several stores in major U.S. cities and a significant online presence for U.S. customers, it has not listed its shares on any U.S. stock exchange and has not otherwise registered its securities with the SEC.

  FashionForward Co. is a non-reporting issuer in the U.S. context. Although it is a public company in Hong Kong, it has not taken the steps to become a "reporting company" in the U.S. by registering its securities with the SEC. Therefore, it is not required to file periodic reports with U.S. regulators, even though it has a business presence in the U.S.