What is a foreign private issuer?

A foreign private issuer (FPI) is a non-US company that meets specific SEC criteria: more than 50% of its voting shares must be held by non-US persons, and it must meet at least one additional condition related to its business operations, assets, or management. Most non-US companies listed on US exchanges qualify.

How does a 20-F differ from a 10-K?

Key differences: 20-F filers can use IFRS instead of US GAAP. The filing deadline is 4 months after fiscal year end (versus 60-90 days for 10-K filers). 20-Fs include additional sections on country-specific risk, foreign currency exposure, and home-country governance practices. The document structure is similar but not identical.

When is the 20-F due?

Foreign private issuers must file their 20-F within 4 months of the end of their fiscal year. For companies with December 31 year ends, this means by April 30. This is more lenient than the 60-90 day deadline for domestic US filers.

What Is a 20-F Filing? Annual Reports for Foreign Companies

Q: What is a 20-F filing?

A 20-F is the annual report filed by foreign private issuers - non-US companies listed on US stock exchanges. It's the international equivalent of the 10-K, containing audited financial statements, business description, and risk factors. Major filers include Alibaba, TSMC, Toyota, Shell, ASML, and Novo Nordisk.

Many of the world’s most valuable companies trade on US stock exchanges but are headquartered outside the United States. Alibaba, TSMC, Toyota, ASML, Novo Nordisk, Shell, and hundreds of others are all listed on US exchanges - and all are required to file annual reports with the SEC. For these non-US companies, that annual report is the 20-F, not the 10-K.

Understanding the 20-F is essential for any investor who holds international stocks listed in the US, or who wants to research a foreign company trading as an ADR (American Depositary Receipt, a US-traded share that represents ownership in a foreign company).

What is a 20-F?

A 20-F (formally “Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934”) is the annual disclosure document that foreign private issuers listed on US exchanges must file with the SEC. It covers the same ground as the 10-K for domestic US companies: comprehensive annual disclosure including audited financials, business description, risk factors, and management’s analysis of performance.

The form was established to ensure that international companies listed on US markets provide investors with meaningful annual disclosure, while accommodating the different accounting standards and regulatory frameworks of their home countries.

Who files a 20-F?

Any company that qualifies as a foreign private issuer (FPI) and has securities listed or traded on a US exchange. FPI status requires:

More than 50% of the company’s outstanding voting shares held by non-US persons, AND
At least one of the following: the majority of directors are non-US citizens or residents; more than 50% of assets are located outside the US; or the business is administered primarily outside the US

In practice, this captures essentially all non-US companies listed on US exchanges. Major 20-F filers include:

From Asia, major filers include Alibaba (China), TSMC (Taiwan), Toyota (Japan), Sony (Japan), Samsung Electronics (ADR), and Baidu (China). From Europe, you’ll find Shell (UK/Netherlands), ASML (Netherlands), SAP (Germany), Novo Nordisk (Denmark), Novartis (Switzerland), and LVMH (ADR). Other notable filers include Infosys (India) and Copa Holdings (Panama).

Note that Canadian companies typically use the 40-F form instead of the 20-F (see our 40-F guide).

20-F vs 10-K: key differences

	20-F	10-K
Who files	Foreign private issuers	US domestic companies
Accounting standard	IFRS or US GAAP (FPI choice)	US GAAP required
Filing deadline	4 months after fiscal year end	60–90 days after fiscal year end
Quarterly reporting	Not required (20-F is annual only)	Required (10-Q, 3x per year)
Governance disclosure	Home-country practices described	Full US governance requirements
Audit requirement	Yes	Yes

The most significant difference is accounting standards. Foreign private issuers can report under IFRS (International Financial Reporting Standards) instead of US GAAP (Generally Accepted Accounting Principles, the standard US accounting rules). While IFRS and US GAAP have converged significantly over the years, there remain differences in areas like how revenue counts as earned, how leases are recorded, and how financial products are valued. If a company uses IFRS, the 20-F must include a reconciliation to US GAAP for certain key metrics - or explain the material differences.

The 4-month deadline (versus 60-90 days for US filers) gives foreign companies more time to prepare their annual reports, reflecting the complexity of translating foreign-country filings into SEC-compatible formats.

What’s inside a 20-F?

The 20-F follows a structure similar to the 10-K but with some distinct sections:

Part I contains the business description. This covers the company’s industry and business model, country-specific risk factors (political risk, regulatory risk, currency risk), information about material properties and facilities, and legal proceedings.

Part II contains financial information. You’ll find the operating and financial review (equivalent to the 10-K’s MD&A), quantitative and qualitative disclosures about market risk (including foreign exchange risk, which is especially prominent for multinational companies), details on directors, senior management, and their compensation, major shareholders and related party transactions, and audited financial statements typically covering two or three years.

Part III addresses additional disclosures including defaults and dividend arrearages, material modifications to rights of security holders, controls and procedures (Sarbanes-Oxley-equivalent certifications, a US law requiring executives to personally vouch for financial accuracy), and audit committee financial expert disclosure.

Item 16G is unique to 20-Fs: it requires companies to disclose any significant ways in which their corporate governance practices differ from US listing standards. This is where you learn how a foreign company’s governance diverges from US norms - for example, different board structures (supervisory vs. management boards in European companies) or different shareholder rights.

How to read a 20-F

Reading a 20-F is similar to reading a 10-K, with a few additional considerations:

Check the accounting standard first. Find out whether the company uses IFRS or US GAAP. If IFRS, be aware of the differences in line items - for example, IFRS allows some assets to be carried at fair value that US GAAP carries at cost.

Pay attention to currency. Financial statements in a 20-F may be presented in the company’s primary operating currency (yen, euros, renminbi) rather than US dollars. Revenue growth in local currency can look very different from revenue growth in USD after exchange rate effects.

Read the country risk section carefully. For companies in China, this means understanding VIE structures (variable interest entities, a legal arrangement used by Chinese companies to allow foreign investment in sectors where direct ownership is restricted) and the associated risks around Chinese government oversight of foreign-listed companies. For companies in politically complex jurisdictions, it means understanding regulatory and nationalization risk.

Look at dividend policy too. Foreign companies often pay dividends at different frequencies (semi-annual is common) and the amounts may be set in local currency, creating variability in USD terms.

Filing deadline and EDGAR

The 20-F is filed on EDGAR, the same as all SEC filings. To find a foreign company’s 20-F:

Go to sec.gov and search by company name
Filter for form type “20-F”
The most recent 20-F is the annual report; “20-F/A” filings are amendments

Most major foreign companies also make their 20-F available on their investor relations websites, sometimes translated or reformatted for easier reading.