Form 10.Supporting Statement.Final

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM 10

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

Sections 12(a), 12(b), and 13 of the Securities Exchange Act of 1934 (the
“Exchange Act”) help ensure that investors receive sufficient issuer-oriented information
to make informed investment decisions. Section 12(a) prohibits any broker or dealer from
trading a security on a national securities exchange unless the security is registered under
the Exchange Act. With respect to a security being registered on a national securities
exchange, Section 12(b) authorizes the Securities and Exchange Commission (the
“Commission”) to require the issuer to disclose specific kinds of information, such as
information about the issuer’s organization, financial structure, business, and securities.
Section 13 requires every issuer of a security registered pursuant to Section 12 to file
periodic and current reports with the Commission.
Section 12(g) of the Exchange Act generally requires issuers that have total assets
exceeding $10,000,000 and a class of equity security held of record by either 2,000
persons or 500 persons who are not accredited investors to register such equity security
with the Commission.
Form 10 (17 CFR 249.210) is the general form adopted by the Commission for
the registration of securities pursuant to Section 12(b) or 12(g) of the Exchange Act.
Form 10 requires financial information and other disclosures about matters such as the
issuer’s business, properties, identity and remuneration of management, outstanding
securities, securities to be registered, and financial condition.
2.

Purpose and Use of the Information Collection

The information collected on Form 10 is intended to ensure that investors in a
class of Section 12-registered securities have sufficient information regarding such
securities and their issuer necessary to make informed investment and voting decisions.
3.

Consideration Given to Information Technology

All Form 10s filed with the Commission are required to be filed electronically on
the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system.
4.

Duplication of Information
There is no other source for the information required by Form 10.

5.

Reducing the Burden on Small Entities

All issuers, including small entities that list securities on a national securities
exchange, or that satisfy the registration thresholds in Section 12(g), are required to
register with the Commission. The Commission has promulgated scaled disclosure
requirements available to smaller reporting companies to reduce the disclosure burden on
these issuers.
6.

Consequences of Not Conducting Collection

The potential consequences of not conducting, or conducting less frequently, the
information collected on Form 10 would be to decrease the amount of information
available to investors about the issuer that is necessary for investors to make informed
investment and voting decisions.
7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

No comments were received during the 60-day comment period prior to OMB’s
review of this submission.
9.

Payment of Gift to Respondents
No payment or gift has been provided to any respondents.

10.

Confidentiality
Form 10 is a public document.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection collects basic
Personally Identifiable Information (“PII”) that may include a name and job title.
However, the agency has determined that the information collection does not constitute a
system of record for purposes of the Privacy Act. Information is not retrieved by a
personal identifier. In accordance with Section 208 of the E-Government Act of 2002, the
agency has conducted a Privacy Impact Assessment (“PIA”) of the EDGAR system, in
connection with this collection of information. The EDGAR PIA, published on
March 6, 2025, is provided as a supplemental document and is also available at
https://www.sec.gov/privacy.

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12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Burden
Hours

Form 10

3235-0064

104

5,170

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form 10
takes approximately 198.84 hours per response to comply with the collection of
information requirements and is filed by an average of 104 respondents annually, once
per year, for an average of 104 responses annually (calculated for the period 2022
through 2024). We further estimate that 25% of the collection of information burden is
carried by the issuers internally and that 75% of the burden of preparation is carried by
outside professionals retained by the issuers. Based on these estimates, we calculated the
total reporting burden to be 5,170 hours ((25% x 198.84 total burden hours per response)
x 104 responses). For administrative convenience, the presentation of the total related to
the paperwork burden hours has been rounded to the nearest whole number.
We derived our burden hour estimates by estimating the average number of hours
it would take an 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. The
estimated burden hours is made solely for the purpose of the PRA.
13.

Estimate of Total Annualized Cost Burden
Estimated Total Cost Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Burden
Hours

Form 10

3235-0064

104

$9,305,712

As noted above, we estimate that 75% of the 198.84 total hours per response
(149.13 hours) is carried by outside professionals retained by the issuers. We estimate
that these outside professionals will cost issuers $600 per hour for an estimated total
annual cost of $9,305,712 ($600 per hour x 149.13 hours per response x 104 responses).
For administrative convenience, the presentation of the total related to the paperwork cost
burden has been rounded to the nearest dollar.
We estimate the $600 hourly cost for outside professionals based on legal and
accounting services generally used in connection with public company reporting. This
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estimate is further based on our consultations with issuers and professional firms who
regularly assist issuers 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. The cost estimate is made solely for the purpose of the
PRA.
14.

Costs to Federal Government

The SEC is in the process of revising its methodologies to estimate annualized
costs to the Federal government for all its relevant collections of information. The SEC
anticipates that future extensions of this collection of information will reflect the revised
methodologies.
15.

Reason for Change in Burden

Change In Burden Hours and Cost Burden Adjustments
Information
Collection
Title

OMB
Control
Number

Number of
Responses
Adjustment
Increase

Burden
Hours
Adjustment
decrease

Cost Burden
Adjustment
decrease

Form 10

3235-0064

112

(5,651)

($3,545,776)

The decrease in burden hours of 5,651 hours (from 10,821 to 5,170) and the
decrease in cost burden of $3,545,776 (from $12,851,488 to $9,305,712) are due to
changes in the number of Form 10 responses filed with the Commission. The decrease in
burden hours and cost burden reflect a decrease in the number of Form 10 responses
(from 216 responses to 104 responses) filed with the Commission. In addition, the
decrease in the cost burden is partially offset by the Commission’s changed estimate for
the cost burden per hour for outside professionals (from $400 per hour to $600 per hour).
16.

Information Collection Planned for Statistical Purposes
The information collection is not planned for statistical purposes.

17.

Approval to Omit 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.

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18.

Exceptions to Certification for Paperwork Reduction Act Submission
There are no exceptions to certification for PRA submission.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.

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