Issuers are domestic and foreign companies that

  • issue securities traded on a national security exchange;
  • issue securities traded over the counter that have 500+ shareholders and $10 million+ in total assets;
  • issue certain types of American Depository Receipts (ADRs); or
  • have registered public offerings and are subject to SEC reporting requirements under the Exchange Act.1

Domestic concerns are

  • entities organized under the laws of the US, or a state, territory, possession, or commonwealth thereof;
  • entities with a principal place of business in the US; or
  • individuals who are citizens, nationals, or residents of the US.2


1 15 USC §§ 78dd-1(1), 78l(g), 78o(d).

2 15 USC § 78dd-2(h)(1).


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