Section 2757.3 - Foreign Corporation; Form 10-K Substitute(a) For a foreign corporation to comply with the requirements of Sections 9855.2(a)(1) and 9855.3(c)(1) of the Code, an acceptable substitute for the annual report on Form 10-K required by the Securities and Exchange Commission shall consist of a complete copy of the filing made by the foreign corporation with a governmental agency of its home government that has regulatory oversight of a public securities exchange on which stock of such foreign corporation is traded. Such a filing shall include a set of financial statements audited by an independent accounting firm in order to be deemed an acceptable substitute for a Form 10-K filing. The complete copy shall be translated into the English language.(b) If a foreign corporation does not make a filing with a foreign governmental agency of its home government that has regulatory oversight of a public securities exchange on which stock of such foreign corporation is traded because the corporation is substantially owned by the government of the country in which the corporation is domiciled, the Director may accept as an acceptable substitute for a Form 10-K filing documentation which consists of all of the following: (1) A complete set of audited financial statements prepared by a firm of independent public accountants that practice, either directly or through affiliated firms, in more than one country, including but not limited to the United States and is licensed or otherwise has comparable authority under the laws of the country in which it is performing the audit to engage in the practice of public accounting;(2) A description of the company, its history, principal lines of business, and current operations; and(3) A section entitled "management's discussion and analysis of financial condition and results of operation" that provides the same information required by Item 303 of Regulation S-K (17 CFR § 229.303) for the similar section contained in a Form 10-K filing. The substitute for a Form 10-K filing shall be translated into the English language.
Cal. Code Regs. Tit. 16, § 2757.3
1. New section filed 9-21-95; operative 10-21-95 (Register 95, No. 38). Note: Authority cited: Section 9814, Business and Professions Code. Reference: Sections 9855.2 and 9855.3, Business and Professions Code.
1. New section filed 9-21-95; operative 10-21-95 (Register 95, No. 38).