SEC Adds New Jurisdictions to FPI Section 16(a) Relief: Australia, India, and Singapore | Wilson Sonsini Goodrich & Rosati

The U.S. Securities and Exchange Commission (SEC) has broadened the scope of its regulatory relief for foreign companies operating within the United States. On May 20, 2026, the Commission issued an exemptive order that provides relief from Section 16(a) reporting requirements for directors and officers of specific foreign private issuers (FPIs).

This action builds upon an earlier order issued on March 5, 2026. By exercising its authority under Section 16(a)(5) of the Securities Exchange Act of 1934, the SEC is refining the compliance landscape for international firms that are already subject to rigorous regulatory standards within their home jurisdictions.

Expanded Scope for International Issuers

The initial March 5 order established a framework for exemptions, identifying Canada, Chile, the European Economic Area, the Republic of Korea, Switzerland, and the United Kingdom as “qualifying jurisdictions.” With the May 20 announcement, the SEC has expanded this list to include Australia, India, and Singapore.

This regulatory shift addresses the administrative burden introduced by the Holding Foreign Insiders Accountable Act. That legislation, which took effect on March 18, 2026, mandated that directors and officers of FPIs file reports regarding beneficial ownership and transactions of equity securities.

Did You Know? The SEC’s recent exemptive orders rely on a two-pronged criteria: an FPI must be incorporated or organized in a “qualifying jurisdiction” and must be subject to a “qualifying regulation” recognised by the Commission.

Compliance and Transparency Requirements

While the exemption alleviates the specific requirement to file Section 16 reports with the SEC, it does not remove the obligation for transparency. Directors and officers must still report their transactions in accordance with their local qualifying regulation.

the SEC has mandated that these local reports must be accessible to the public in English. If the relevant regulator or listing venue does not provide an English-language version, the FPI is responsible for making the report available on its own website within two business days of the original public posting.

Expert Insight: The SEC is effectively balancing the need for domestic investor transparency with the reality of global business operations. By recognising equivalent foreign regulatory regimes, the Commission is reducing the risk of redundant filings, provided that the foreign issuers maintain a high standard of English-language disclosure for their U.S. Stakeholders.

Looking Ahead: Assessing the Impact

For many FPIs, the immediate next step is an internal audit to determine if they meet the specific jurisdictional and regulatory thresholds required for the exemption. If a firm qualifies, it may be able to streamline its reporting processes significantly.

Looking further, the SEC could continue to evaluate additional jurisdictions for inclusion if they demonstrate sufficiently robust regulatory oversight. Companies that fall just outside of these qualifying definitions may monitor future SEC guidance to see if their home regulatory environments eventually align with the Commission’s criteria.

Frequently Asked Questions

What is the primary benefit of the May 20, 2026, order?
The order relieves directors and officers of certain foreign private issuers from the Section 16(a) reporting requirements of the Securities Exchange Act of 1934, provided they meet specific jurisdictional and regulatory criteria.

What are the new jurisdictions added to the list?
The SEC expanded the list of qualifying jurisdictions to include Australia, India, and Singapore.

What happens if an English version of a report is not available through a regulator?
If an English version cannot be filed through the appropriate regulator or listing venue, the FPI must make the report available on its own website within no more than two business days of its public posting.

How might your organization evaluate its reporting requirements in light of these evolving SEC exemptions?

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