Form F-1.SS.2016

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM F-1
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The Securities Act of 1933 (the “Securities Act”) was enacted in order to provide full and
fair disclosure with respect to publicly offered securities and to prevent fraud in connection with
such offerings. The Securities Act carries out this purpose by requiring the filing of a
registration statement in connection with public distributions of securities by issuers and their
control persons. Schedule A of the Securities Act specifies the general types of information that
must be disclosed in registration statements filed with the Securities and Exchange Commission
(“Commission”). The Commission has authority, under Section 19 of the Securities Act, to
promulgate rules to carry out the provisions of the Securities Act.
Form F-1 is a registration form used by foreign private issuers to register the public
offering of securities under the Securities Act of 1933 (“Securities Act”) .
2.

Purpose and Use of the Information Collection

The information collected is intended to ensure the adequacy of information available to
investors in connection with securities offerings by foreign private issuers.
3.

Consideration Given to Information Technology

The reporting requirements are designed to provide material information to investors with
the least burden to registrants. Form F-1 must be filed electronically with the Commission on
the EDGAR system.
4.

Duplication of Information

There is no alternative source of such investor-oriented information in this country or
provided in English by foreign issuers. In most cases, the disclosure documents of foreign
issuers required by foreign law are not directly comparable to the disclosure documents of U.S.
companies. By requiring foreign companies to report substantially the same information as U.S.
companies, investors have access to information that is essential in making informed investment
decisions.
5.

Reducing the Burden on Small Entities

Form F-1 may be used by small entities that are foreign private issuers if no other
registration form is available. Investors in small entities should have access to all material
information in order to evaluate a proposed offering of securities; the Commission is unable to
further simplify reporting requirements for small entities.

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6.

Consequences of Not Conducting Collection

The objectives of the Securities Act would not be met.
7.

Special Circumstances

Not Applicable.
8.

Consultations with Persons Outside the Agency

Before being adopted, Form F-1 was proposed for public comment. No comments were
received during the 60 day comment period prior to OMB’s review of this submission.
9.

Payment or Gift to Respondents

Not Applicable.
10.

Confidentiality

Form F-1 is a public document.
11.

Sensitive Questions

No information of a sensitive nature would be required under this collection of
information. The information collection collects basic Personally Identifiable Information (PII)
that may include name, business address, and residential address (for sole proprietor only),
telephone/cellular/facsimile number, email address, and Tax ID Number (TIN). The information
collection is covered under the System of Records Notices (SORN), which may be found at the
following link: http://www.sec.gov/about/privacy/sorn/secsorn1.pdf. The Privacy Impact
Assessment (PIA) is provided as a supplemental document.
12.

Estimate of Respondent Reporting Burden

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form F-1 takes
approximately 1,709 hours per response to comply with the collection of information
requirements and is filed by 63 respondents. We derived our burden hour estimates by
estimating the average number of hours it would take a foreign private issuer to compile the
necessary information and data, prepare and review disclosure, file documents and retain
records. In connection with rule amendments to the form, we occasionally receive PRA
estimates from public commenters about incremental burdens that are used in our burden
estimates. We believe that the actual burdens will likely vary among individual issuers based on
the nature of their operations. We further estimate that 25% of the collection of information
burden is carried by the foreign private issuers internally and that 75% of the burden of
preparation is carried by outside professionals retained by the issuer. Based on our estimates, we
calculated the total reporting burden to be 26,917 hours ((0.25 x 1,709 hours per response) x 63

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responses). For administrative convenience, the presentation of the total related to the
paperwork burden hours has been rounded to the nearest whole number. The estimated burden
hours are made solely for the purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden

We estimated that 75% of 1,709 hours per response (1,281.75 hours) is prepared by an
outside professionals retained by the issuer. We estimate that it will cost $400 per hours ($400 x
(0.75 X 1,709 x 63) for a total cost burden of $32,300,100. We estimate an hourly cost of $400
for outside legal and accounting services. This estimate is based on our consultations with
registrants and professional firms who regularly assist registrants in preparing and filing
disclosure documents with the Commission. Our estimates reflect average burdens, and
therefore, some issuers may experience costs in excess of our estimates and some companies
may experience costs that are lower than our estimates. For administrative convenience, the
presentation of the total related to the paperwork cost burden has been rounded to the nearest
dollar. The cost estimate is made solely for the purpose of the Paperwork Reduction Act.
14.

Costs to Federal Government

The estimated cost of reviewing Form F-1 is approximately $60,000.
15.

Reason for Change in Burden

There is no change in the burden.
16.

Information Collection Planned for Statistical Purposes

Not Applicable.
17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of the form.
Including the expiration date on the electronic version of the form will result in increased costs,
because the need to make changes to the form may not follow the application’s scheduled
version release dates. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

Not Applicable.

B.

STATISTICAL METHODS
Not Applicable.