On March 9th, the staff of the SEC’s Division of Corporation Finance published a list of answers to FAQs concerning the implementation of the Holding Foreign Insiders Accountable Act (HFIA Act). The list of responses addresses the obligations of directors and officers of foreign private issuers with a class of equity securities registered under Section 12 of the Exchange Act and which are preparing for their first filings under Section 16(a) of the Exchange Act as a result of the effectiveness of the HFIA Act. On December 18, 2025, the President signed into law the HFIA Act, which will be effective on March 18, 2026.
While these FAQs should not be deemed a substitute for the related rules and forms, Section 16(a) filers may find the guidance helpful. The SEC also has made available on its website staff interpretations relating to Section 16, including related rules and forms.
The complete list of HFIA Act FAQs is available on sec.gov. Interested parties may submit inquiries related to the enactment of the HFIA Act by completing online requests directed to the Office of International Corporate Finance.
The FAQ responses solely reflect the views of the staff. They are not rules, regulations or statements of the SEC, and the SEC has neither approved nor disapproved them. These responses, as with all staff statements, have no legal force or effect, they do not alter or amend applicable law, nor do they create new or additional obligations for any person.
Sources:
Holding Foreign Insiders Accountable Act Frequently Asked Questions (sec.gov)
SEC Approves Rule Amendments for Holding Foreign Insiders Accountable Act (novaworkssoftware.com)
Section 16 of the Exchange Act (sec.gov)
