# 17 CFR § 249.323: Form 15, certification of termination of registration of a class of security under section 12(g) or notice of suspension of duty to file reports pursuant to sections 13 and 15(d) of the Act > Federal · Regulations · In force URL: https://www.frixlaw.com/law-library/statutes/ecfr-17-249.323 ## Section - **Citation:** 17 CFR § 249.323 - **Heading:** Form 15, certification of termination of registration of a class of security under section 12(g) or notice of suspension of duty to file reports pursuant to sections 13 and 15(d) of the Act - **Jurisdiction:** Federal - **Kind:** Regulations - **Status:** In force - **Text as of:** September 22, 2026 - **Source:** Publisher's official text - **Location:** Title 17—Commodity and Securities Exchanges > CHAPTER II—SECURITIES AND EXCHANGE COMMISSION > PART 249—FORMS, SECURITIES EXCHANGE ACT OF 1934 > Subpart D—Forms for Annual and Other Reports of Issuers and Other Persons Required Under Sections 13, 14A, and 15(d) of the Securities Exchange Act of 1934 ## Text (a) This form shall be filed by each issuer to certify that the number of holders of record of a class of security registered under section 12(g) of the Act is reduced to less than 300 persons, or that the number of holders of record of a class of security registered under section 12(g) of the Act is reduced to less than 500 persons and the total assets of the issuer have not exceeded $10 million on the last day of each of the issuer's most recent three fiscal years. Registration terminates 90 days after the filing of the certificate or within such shorter time as the Commission may direct. (b) This form shall also be filed by each issuer required to file reports pursuant to section 15(d) of the Act, as a notification that the duty to file such reports is suspended pursuant to section 15(d) of the Act because all securities of each class of such issuer registered under the Securities Act of 1933 are held of record by less than 300 persons at the beginning of its fiscal year, or otherwise pursuant to the provisions of Rule 12h-3 (17 CFR 240.12h-3). (Secs. 12(g)(4), 12(h), 13(a), 15(d), 23(a), 48 Stat. 892, 894, 895, 901; sec. 203(a), 49 Stat. 704; secs. 3, 8, 49 Stat. 1377, 1379; secs. 3, 4, 6, 78 Stat. 565-568, 569, 570-574; sec. 18, 89 Stat. 155; sec. 204, 91 Stat. 1500; 15 U.S.C. 78l(g)(4), 78l(h), 78m(a), 78o(d), 78w(a)) [49 FR 12690, Mar. 30, 1984, as amended at 51 FR 25362, July 14, 1986; 61 FR 21356, May 9, 1996] Editorial Note:For Federal Register citations affecting Form 15, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and at www.govinfo.gov. ## Nearby sections - [17 CFR § 249.1 § 249.1 Form 1, for application for, and amendments to applications for, registration as a national securities exchange or exemption from registration pursuant to Section 5 of the Exchange Act.](https://www.frixlaw.com/law-library/statutes/ecfr-17-249.1.md) - [17 CFR § 249.10 § 249.10 Form 1-N for notice registration as a national securities exchange.](https://www.frixlaw.com/law-library/statutes/ecfr-17-249.10.md) - [17 CFR § 249.11 § 249.11 Form R31 for reporting covered sales and covered round turn transactions under section 31 of the Act.](https://www.frixlaw.com/law-library/statutes/ecfr-17-249.11.md) - [17 CFR § 249.25 § 249.25 Form 25, for notification of removal from listing and/or registration.](https://www.frixlaw.com/law-library/statutes/ecfr-17-249.25.md) - [17 CFR § 249.26 § 249.26 Form 26, for notification of the admission to trading of a substituted or additional class of security under Rule 12a-5 (§ 240.12a-5 of this chapter).](https://www.frixlaw.com/law-library/statutes/ecfr-17-249.26.md) - [17 CFR § 249.103 § 249.103 Form 3, initial statement of beneficial ownership of securities.](https://www.frixlaw.com/law-library/statutes/ecfr-17-249.103.md) - [17 CFR § 249.104 § 249.104 Form 4, statement of changes in beneficial ownership of securities.](https://www.frixlaw.com/law-library/statutes/ecfr-17-249.104.md) - [17 CFR § 249.105 § 249.105 Form 5, annual statement of beneficial ownership of securities.](https://www.frixlaw.com/law-library/statutes/ecfr-17-249.105.md) - [17 CFR § 249.208a § 249.208a Form 8-A, for registration of certain classes of securities pursuant to section 12 (b) or (g) of the Securities Exchange Act of 1934.](https://www.frixlaw.com/law-library/statutes/ecfr-17-249.208a.md) - [17 CFR § 249.210 § 249.210 Form 10, general form for registration of securities pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934.](https://www.frixlaw.com/law-library/statutes/ecfr-17-249.210.md) - [17 CFR § 249.218 § 249.218 Form 18, for foreign governments and political subdivisions thereof.](https://www.frixlaw.com/law-library/statutes/ecfr-17-249.218.md) - [17 CFR § 249.220f § 249.220f Form 20-F, registration of securities of foreign private issuers pursuant to section 12(b) or (g), annual and transition reports pursuant to sections 13 and 15(d), and shell company reports required under Rule 13a-19 or 15d-19 (§ 240.13a-19 or § 240.15d-19 of this chapter).](https://www.frixlaw.com/law-library/statutes/ecfr-17-249.220f.md) - [17 CFR § 249.240f § 249.240f Form 40-F, for registration of securities of certain Canadian issuers pursuant to section 12(b) or (g) and for reports pursuant to section 15(d) and Rule 15d-4 (§ 240.15d-4 of this chapter).](https://www.frixlaw.com/law-library/statutes/ecfr-17-249.240f.md) - [17 CFR § 249.250 § 249.250 Form F-X, for appointment of agent for service of process by issuers registering securities on Form F-8, F-9, F-10 or F-80 (§ 239.38, 239.39, 239.40 or 239.41 of this chapter), or registering securities or filing periodic reports on Form 40-F (§ 249.240f of this chapter), or by any issuer or other non-U.S. person filing tender offer documents on Schedule 13E-4F, 14D-1F or 14D-9F (§ 240.13e-102, 240.14d-102 or 240.14d-103 of this chapter), or by any non-U.S. person acting as trustee with respect to securities registered on Form F-7 (§ 249.37 of this chapter), F-8, F-9, F-10 or F-80.](https://www.frixlaw.com/law-library/statutes/ecfr-17-249.250.md) --- Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/ecfr-17-249.323. 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