On December 18, 2025, President Trump signed into law the Holding Foreign Insiders Accountable Act (“HFIAA”), making officers and directors of foreign private issuers (“FPIs”) subject to public reporting of holdings of, and transactions in, the issuers’ equity securities under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The new law will become effective on March 18, 2026.
As of March 18, an officer or director of an FPI who owns equity securities registered under Section 12(b) or 12(g) of the Exchange Act will be required to publicly report their beneficial ownership of, and transactions in, the issuer’s equity securities using the same reporting framework long applicable to insiders of U.S. domestic issuers. Officers and directors that will be considered reporting persons under Section 16(a) include: (1) all members of the board of directors, regardless of whether they are employees, and (2) executive officers, including the president, principal financial officer, principal accounting officer or controller, presidents of significant subsidiaries or operating segments and any other officer who performs significant policy‑making functions for the issuer.
Required Section 16 filings include the following forms:
To ensure compliance with these new requirements, FPIs should take the following steps as quickly as possible:
- Determine which officers and directors will be Section 16 reporting persons and notify each individual about the reporting requirements.
- Each reporting person must obtain personal EDGAR access codes by filing a Form ID, found on the SEC website. Access codes include EDGAR CIK (a unique, publicly available number that EDGAR assigns to identify each filer account) and a CIK Confirmation Code (a confidential, unique code that each filer needs to make filings, and to retrieve and edit the filer’s data on EDGAR). https://www.sec.gov/submit-filings/filer-support-resources/how-do-i-guides/prepare-submit-my-form-id-application.
- Each reporting person will also need to create their own individual login at login.gov and appoint Account Administrators in EDGAR Filer Management. We also recommend delegating filing permissions to the FPI’s EDGAR administrator.
- Officers and directors should create a complete record of all beneficial ownership of the issuer’s equity securities, including holdings through their family members, trusts, or controlled entities.
- Issuers or general counsel typically assist in the preparation and submission of the required forms, including collecting required information, preparation of the various forms, obtaining signatures and/or maintaining powers of attorney to sign for the insider, and timely filing required forms.
- Issuers should establish a Section 16 compliance program to support these filing requirements for their reporting persons going forward.
