Form 20-F and Form 40-F
The annual reports filed by foreign private issuers. Less frequent than a 10-K, on a different accounting basis, and with a different disclosure regime behind them.
MadStockAlerts Research · Updated August 28, 2026
What to take away
- A foreign private issuer files a 20-F instead of a 10-K.
- Canadian issuers may use Form 40-F under a bilateral system.
- Financial statements may be prepared under IFRS rather than US GAAP.
- Quarterly reporting is not required, and interim disclosure is on Form 6-K.
- Insider transaction reporting requirements differ substantially.
MAD Academy Training Video · 0:46
The Annual Report of a Foreign Filer
Foreign private issuers file a 20-F rather than a 10-K, which means different accounting, less frequency and a later deadline.
This lesson is part of a Stock Alerts + Tools plan.
What a foreign private issuer is
The status is defined by tests on where the company is organised, where its shareholders are, and where its business and management sit. A company that qualifies files under a different set of forms and a lighter disclosure regime.
| Domestic issuer | Foreign private issuer | |
|---|---|---|
| Annual report | 10-K | 20-F, or 40-F for eligible Canadian issuers |
| Quarterly reports | 10-Q, required | None required. Interim disclosure on Form 6-K |
| Current reports | 8-K, with defined items and deadlines | 6-K, which furnishes what is public in the home market |
| Insider transactions | Forms 3, 4 and 5 | Generally exempt from Section 16 |
| Proxy rules | Apply | Generally exempt |
The fourth and fifth rows are the substantive gaps. The insider transaction feed and the compensation disclosure that the filings and proxy articles describe are largely unavailable for these companies.
The accounting basis
A 20-F may present financial statements under International Financial Reporting Standards as issued by the IASB, without reconciliation to US GAAP. The two frameworks differ in ways that affect comparability.
- Inventory: one framework permits a costing method the other does not.
- Development costs: capitalised in defined circumstances under one and expensed under the other.
- Revaluation of certain assets is permitted under one and not the other.
- Impairment reversals are permitted in some cases under one framework and not the other.
None of these make the statements less reliable. They make a direct comparison of ratios against a US-reporting peer an approximation, and the accounting policies note is where the differences are stated.
What Form 6-K carries
Because quarterly reports are not required, interim information reaches the market through Form 6-K, which furnishes whatever the company has made public in its home market or to its shareholders.
The consequence is that the frequency and depth of interim disclosure follow the home market's rules rather than the US ones. A company from a jurisdiction requiring only semi-annual reporting will report semi-annually.
The multijurisdictional system
Form 40-F exists under an arrangement allowing eligible Canadian issuers to satisfy US requirements largely by filing their Canadian documents. The result is that the US filing is essentially the Canadian annual disclosure with a wrapper.
For a reader, that means the substantive disclosure follows Canadian rules, and the Canadian regulatory filing system is frequently the better place to look for the full set of documents.
What the 20-F still contains
The regime is lighter in frequency and is not thin. A 20-F is a substantial document with several items that have no direct 10-K equivalent.
| Item | What it covers |
|---|---|
| Risk factors | Including country, currency and political risk specific to the home market |
| Operating and financial review | The equivalent of MD&A |
| Directors and senior management | Including compensation, though frequently in aggregate rather than individually |
| Major shareholders and related party transactions | The ownership and control picture |
| Exchange controls and taxation | How dividends and proceeds reach a foreign holder |
| Differences in corporate governance | Where home-market practice differs from the US listing standards |
The last row is worth reading once for any foreign holding. It states explicitly which US governance requirements the company does not follow and what it does instead, which is a disclosure with no domestic counterpart.
The fifth row is the one that connects to the withholding article. It sets out the tax treatment applying to a foreign holder of that company's securities, which is otherwise difficult information to find.