On March 5, 2026, the U.S. Securities and Exchange Commission (the “SEC”) issued an order providing an exemption from the beneficial ownership reporting requirements under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) for directors and officers of certain foreign private issuers (“FPIs”) formed in a qualifying jurisdiction who are subject to substantially similar beneficial ownership reporting under qualifying regulations. Exempt directors and officers will not be required to also file Forms 3, 4 or 5 with the SEC. The lists of “qualifying jurisdictions” and “qualifying regulations” are set forth below and may be updated from time to time by order of the SEC.
As discussed in our prior article, the Holding Foreign Insiders Accountable Act (“HFIAA”) was enacted on December 18, 2025, and subjects directors and officers of FPIs with shares registered under Section 12 of the Exchange Act to Section 16(a) reporting. These new reporting requirements go into effect on March 18, 2026, meaning non-exempt directors and officers of FPIs must obtain EDGAR codes and file their initial beneficial ownership report on Form 3 by that date.
Qualifying Jurisdictions
The qualifying jurisdictions are:
- Canada;
- Chile;
- the European Economic Area (Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Sweden);
- the Republic of Korea;
- Switzerland; and
- the United Kingdom.
The qualifying jurisdiction is based on where the FPI is incorporated, not the jurisdiction in which the FPI’s headquarters are located or in which the FPI’s shares are traded.
Qualifying Regulations
The qualifying regulations are:
- Canada’s National Instrument 55-104 – Insider Reporting Requirements and Exemptions (supported by National Instrument 55-102 – System for Electronic Disclosure by Insiders (SEDI) and companion policies) (“NI 55-104”);
- Articles 12, 17, and 20 of the Chilean Securities Market Law (Ley de Mercado de Valores, Ley No. 18,045) and General Rule (Norma de Carácter General) No. 269;
- Article 19 of the European Union Market Abuse Regulation (Regulation (EU) No. 596/2014, as amended by Regulation (EU) No. 2024/2809) (including, as applicable, implementing legislation and regulations adopted by the European Union’s member states) and as incorporated into the domestic law of each European Economic Area state (“EU MAR”);
- Article 173 of the Republic of Korea Financial Investment Services and Capital Markets Act and Article 200 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act;
- Article 56 of the Listing Rules and implementing directives of SIX Swiss Exchange as approved by the Swiss Financial Market Supervisory Authority (the “SIX Listing Rules”); or
- Article 19 of the United Kingdom Market Abuse Regulation (Regulation (EU) No. 596/2014), as it forms part of United Kingdom domestic law pursuant to the European Union (Withdrawal) Act 2018 (“UK MAR”).
To qualify for the exemption:
- the director or officer must report their transactions in the FPI’s securities under the applicable qualifying regulation; and
- the report must be made available in English to the general public within two business days of its posting (either on the applicable regulator’s online database or the FPI’s website).
While both conditions must be satisfied, FPIs can “mix and match” qualifying jurisdictions and qualifying regulations. For example, a director of an FPI incorporated in Switzerland who is subject to reporting under the UK MAR may qualify for the exemption.
Unfortunately, one size does not fit all. FPIs will need to determine whether each director and officer who is subject to Section 16(a) reporting is also subject to reporting under qualifying regulations, as the scope of covered persons may not align such that all directors or officers who are subject to Section 16(a) reporting may not be subject to reporting under a qualifying regulation.
FPIs should consult with their U.S. counsel to ensure compliance by the time the new reporting rules become effective on March 18, 2026.