FPI Compliance Resources provides regulatory operations consulting for SEC beneficial ownership reporting under Sections 13 and 16 of the Securities Exchange Act. We design and operate the compliance infrastructure for transaction monitoring, verified data preparation, deadline governance, and coordinated filing execution through enterprise-grade filing agents.
Effective March 18, 2026, the Holding Foreign Insiders Accountable Act (HFIAA) requires directors and officers of foreign private issuers to file Forms 3, 4, and 5 under Section 16(a) of the Exchange Act. Rule 3a12-3, which previously exempted FPIs from Section 16, has been eliminated. The SEC granted conditional exemptive relief for FPIs incorporated in Canada, Chile, EEA member states, Korea, Switzerland, and the United Kingdom. FPIs from non-exempt jurisdictions — including Israel, Cayman Islands, China, Japan, Brazil, India, Australia, and Singapore — must comply in full. Consult counsel for specific obligations.
We support the operational workflow required for insider reporting under Section 16 of the Securities Exchange Act of 1934, including transaction monitoring, data collection, and draft preparation for attorney review. Services include insider onboarding, trade-trigger governance with T+2 deadlines, Form 3, 4, and 5 preparation, filing draft preparation and agent coordination, and annual reconciliation cycles.
Flat-fee onboarding package for FPIs newly subject to Section 16 under the HFIAA. Includes insider roster verification under Rule 16a-1(f), EDGAR Next credential coordination, initial Form 3 preparation, notarization support for non-U.S. filers, filing agent authorization, and ongoing reporting workflow implementation.
We support threshold monitoring and draft preparation workflows for filings under Schedule 13D, coordinating with counsel for final determination and submission. Services include ownership aggregation tracking, amendment trigger detection, filing preparation and counsel coordination, and exhibit coordination workflow.
We support structured quarterly monitoring and amendment workflows aligned with Rule 13d-1, coordinating with counsel for final determination and submission. Services include filer category tracking, material change detection, quarterly amendment cycles, and event-based escalation logic.
All electronic filings must comply with Regulation S-T and the SEC EDGAR Filer Manual, including XML formatting, authentication protocols, and annual access certification requirements. We handle account registration, notary concierge services for non-U.S. filers, filing agent authorization via Power of Attorney, and dual-listed company capabilities.
We analyze and coordinate Qualified Small Business Stock eligibility under IRC Section 1202. Services include gross asset test monitoring, active business requirement analysis, and coordination with tax counsel for eligibility documentation.
Your Compliance Orchestrator — Not a Filing Service. We build and operate the entire compliance system that produces correct filings, then coordinate the three-party workflow between you, your attorney, and the enterprise filing agent who transmits to EDGAR. We own the data and the process. Counsel owns the law. The filing agent owns the transmission.
Beneficial ownership reporting is an ongoing regulatory system governed by transaction-driven triggers, quarterly disclosure cycles, and annual reconciliation requirements. We build and operate structured compliance calendars aligned to Exchange Act Sections 13 and 16.
Who is considered a Section 16 insider? Section 16 applies to directors, officers (CEO, CFO, COO, principal accounting officer, and policy-making VPs), and beneficial owners of more than 10% of any registered equity class. As of March 18, 2026, the HFIAA eliminated the Section 16 exemption for foreign private issuers.
Are you a law firm? No — we are a compliance orchestrator: we verify your data, prepare filing drafts, manage EDGAR accounts, and coordinate the workflow between you, your attorney, and an authorized enterprise filing agent who transmits to EDGAR.
How does the filing actually get submitted to EDGAR? We prepare the complete, verified filing draft and deliver it to your securities counsel for legal review and approval. Once approved, the package is transmitted to EDGAR by an authorized enterprise filing agent.
What happens if an FPI files Section 16 reports late? Late filing is a securities law violation. In the SEC's recent enforcement sweeps, individual penalties ranged from $10,000 to $200,000 and entity penalties from $40,000 to $750,000. The SEC has issued limited no-action relief through April 1, 2026 for insiders with pending Form ID applications.
FPI Compliance Resources provides regulatory operations consulting, compliance data management, verified filing preparation, and filing agent coordination services. We are not a law firm, not a registered investment adviser, and not the SEC Filing Agent of Record. EDGAR transmission is executed by authorized enterprise filing agents.
David Pascarella, CPA — dpascarella@fpicomplianceresources.com — fpicomplianceresources.com