Form F-6 is the registration statement a depositary bank files with the Securities and Exchange Commission to register American Depositary Receipts under the Securities Act of 1933. The form covers only the depositary shares evidenced by the ADRs, not the underlying foreign securities, and it sets the legal framework under which the depositary can issue certificates or electronic entries representing shares in a foreign corporation. Filings go through EDGAR, and for fiscal year 2026 the SEC charges $138.10 per million dollars on the registration fee base.
What Form F-6 Actually Registers
A common misunderstanding is that Form F-6 registers the foreign company’s shares. It does not. The form registers the depositary shares created by the deposit agreement between the bank and investors, which sit as a separate layer on top of the underlying foreign securities.
If those underlying securities also need to be registered in the United States, the issuer files a separate registration statement on whatever form it qualifies to use. The two layers can also travel together on that other form, provided the combined filing conforms to Part I and Part II of Form F-6 and the depositary signs it.
Eligibility Requirements
Three conditions must all be met before a depositary can use Form F-6.1eCFR. 17 CFR 239.36
First, ADR holders must be able to withdraw the deposited foreign securities at any time. The rule tolerates only narrow delays: temporary transfer book closures, dividend payments, shareholder voting periods, payment of applicable fees and taxes, and compliance with government regulations.
Second, the deposited securities must have been offered or sold either through a registered transaction or through one that would qualify for an exemption if conducted in the United States.
Third, the foreign issuer must either file periodic reports with the SEC under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or qualify for an exemption under Rule 12g3-2(b). That third condition is waived if the issuer is simultaneously registering the underlying securities on another form.
The Rule 12g3-2(b) Route
Foreign issuers that do not file periodic SEC reports can still qualify if they publish material information in English electronically. At minimum, the issuer must post English translations of its annual reports (including financial statements), interim reports with financial statements, press releases, and all other communications distributed directly to shareholders. Postings go on the issuer’s website or through an electronic system generally available in its primary trading market.2eCFR. 17 CFR 240.12g3-2 – Exemptions for American Depositary Receipts and Certain Foreign Securities
The SEC treats “material information” as including results of operations, changes in financial condition, acquisitions or dispositions of assets, new securities issuances, changes in management or control, options or compensation granted to directors and officers, and transactions involving principal shareholders. The list is illustrative, not exhaustive, so publishing more is safer than publishing less.2eCFR. 17 CFR 240.12g3-2 – Exemptions for American Depositary Receipts and Certain Foreign Securities
Sponsored vs. Unsponsored Programs
Whether the ADR program is sponsored or unsponsored changes who signs the registration statement and how much diligence the depositary must do.
In a sponsored program, the foreign issuer actively participates in setting up the ADR facility. That participation brings a heavier signature requirement. The issuer itself, its principal executive and financial officers, its controller or chief accounting officer, at least a majority of the board of directors, and the issuer’s authorized representative in the United States must all sign the registration statement, along with the depositary.3U.S. Securities and Exchange Commission. Form F-6 Registration Statement Under the Securities Act of 1933
In an unsponsored program, the depositary bank sets up the facility without a formal agreement with the foreign issuer. The depositary is not treated as the issuer of the underlying securities and is not deemed a person signing the registration statement or controlling the issuer. When claiming the issuer meets the 12g3-2(b) exemption, an unsponsored depositary can rely on a “reasonable, good faith belief after exercising reasonable diligence” rather than needing direct confirmation from the foreign company.3U.S. Securities and Exchange Commission. Form F-6 Registration Statement Under the Securities Act of 1933
Required Information and Exhibits
The registration statement collects identifying information about both the depositary and the foreign issuer. Filers provide the depositary’s exact legal name as stated in its charter, plus the address and telephone number of its principal executive offices. For the foreign issuer, the form asks for the exact charter name, an English translation of that name, and the jurisdiction where the issuer was incorporated or organized.3U.S. Securities and Exchange Commission. Form F-6 Registration Statement Under the Securities Act of 1933
The form requires three exhibits:
- A complete copy of the deposit agreement governing how depositary shares are issued, how dividends and distributions are passed through, and how holders exercise voting rights.
- The form of ADR itself. The prospectus can consist entirely of the ADR certificate, provided it carries all the information required in Part I of Form F-6.
- A legal opinion confirming that the depositary shares being registered will be legally issued and will entitle holders to the rights described in the ADR.
Fee disclosure has a wrinkle worth flagging. The specific dollar amounts charged for issuance, cancellation, and other services do not have to appear in the prospectus, provided the depositary makes certain undertakings: listing the services for which fees may be charged, noting that fees may differ from other depositaries, stating that the fee schedule is available free on request, and promising each registered ADR holder at least 30 days’ notice before any fee change. A depositary taking that route must prepare a separate fee schedule document and deliver it promptly to anyone who asks.3U.S. Securities and Exchange Commission. Form F-6 Registration Statement Under the Securities Act of 1933
Filing Through EDGAR
All Form F-6 registration statements are filed electronically through EDGAR. The EDGAR filer manual defines four submission types:4U.S. Securities and Exchange Commission. EDGAR Filer Manual Volume II
- F-6, the initial registration statement.
- F-6/A, pre-effective amendments filed before the registration becomes active.
- F-6EF, auto-effective registration statements that take effect immediately upon filing.
- F-6 POS, post-effective amendments to an F-6EF registration.
Registration Fee
The fee is calculated under a method specific to depositary receipts. Under Rule 457(k), the fee base for ADRs is the maximum aggregate fees or charges to be imposed in connection with issuing the receipts, rather than the market value of the underlying shares.5eCFR. 17 CFR 230.457 – Computation of Fee The SEC then applies its current per-million-dollar rate to that base. For fiscal year 2026, the rate is $138.10 per million dollars, effective since October 1, 2025.6U.S. Securities and Exchange Commission. Section 6(b) Filing Fee Rate Advisory for Fiscal Year 2026
Immediate Effectiveness Under Rule 466
A depositary that has already had a Form F-6 declared effective can skip the standard waiting period on a new filing by invoking Rule 466. Two certifications are required: that the terms of deposit in the new registration are identical to those in the previously effective filing (except for the number of foreign securities each depositary share represents), and that the depositary’s ability to use Rule 466 has not been suspended by the SEC.3U.S. Securities and Exchange Commission. Form F-6 Registration Statement Under the Securities Act of 1933 Without both certifications, the filing follows the normal review timeline before the ADRs can be traded.
Amendments After Effectiveness
Once a registration statement is effective, certain changes require a post-effective amendment rather than a new filing. If the deposit agreement is amended during the ongoing offering of depositary shares, those amendments must be filed as amendments to the existing registration statement.3U.S. Securities and Exchange Commission. Form F-6 Registration Statement Under the Securities Act of 1933 Keeping the public record current means investors reviewing the filing on EDGAR see the actual terms governing their ADRs.
When a depositary wants to increase the number of depositary shares available without changing the underlying deposit terms, it can file a new F-6EF registration under Rule 466 instead of amending the existing statement. The practical effect is the same: more receipts enter the market. The procedural path turns on whether the deposit terms changed. Altered terms require an amendment; identical terms with just a new quantity get a fresh auto-effective filing.
Consequences of Noncompliance
The SEC can act against depositaries or issuers that violate registration requirements. After notice and a hearing, the Commission can issue a cease-and-desist order requiring the violator to stop the conduct and take steps toward compliance, and it can reach anyone whose acts or omissions contributed to the violation if the person knew or should have known the conduct would cause one.7Office of the Law Revision Counsel. 15 USC 78u-3 – Cease-and-Desist Proceedings The Commission’s remedies include disgorgement of profits with interest, and in cases involving Section 10(b) fraud, bars on serving as an officer or director of a public company. Failing to update a registration statement when required can put the ability to issue new receipts at risk.