The Department of Treasury recently released updated instructions and forms with respect to the Treasury International Capital Form SHL (Form SHL) and the Treasury International Capital Form S (Form S). A description of the updates to each form is below.
Form SHL. Form SHL generally requires U.S. resident issuers (i.e., U.S. funds) and U.S. resident custodians to report information regarding the ownership of reportable U.S. securities by foreign residents.1 U.S. resident issuers must report all securities they issue that are owned by foreign residents for which neither a U.S. resident custodian nor a U.S. resident central securities depository is used. U.S. resident custodians must report all U.S. securities they hold in custody for the accounts of foreign residents.
Form SHL is a two-part report. Schedule 1 to Form SHL requires the U.S. resident issuer or custodian report basic identifying information about itself. Schedule 2 to Form SHL must be completed by a U.S. resident issuer if the total fair value of all U.S. reportable securities held by foreign owners (excluding any securities held with a U.S. resident custodian) in the aggregate and on a consolidated basis equals or exceeds $100 million. If the threshold is met, a separate Schedule 2 must be completed for each foreign resident holder of a U.S. reportable security.
Schedule 2 to Form SHL requires detailed information regarding the U.S. reportable securities and their foreign resident owner.
Form SHL is filed every five years. Data as of June 30, 2014 must be reported no later than the last business day of August (August 29, 2014). A copy of Form SHL and the Instructions are available here.
Form S. Earlier this year, the Federal Reserve Bank of New York released updated instructions to Form S increasing the exemption level for filing from $50 million to $350 million. More specifically, prior to June 30, 2014, Form S was required to be filed by U.S. residents who engaged in transactions directly with foreign residents that result, in the aggregate, of $50 million or more of cash being exchanged for long-term securities in a reporting month. Following the revisions, for reports due after June 30, 2014, Form S is required to be filed by U.S. residents who engage in transactions directly with foreign residents that result, in the aggregate, of $350 million or more of cash being exchanged for long-term securities in a reporting month. Notwithstanding the increased exemption threshold, in the event a U.S. resident breached the $50 million prior to June 30 (and thus had previously filed a Form S in 2014), the U.S. resident is required to continue filing for the remainder of the calendar year, even if the new threshold is not met.
A copy of the updated Form S instructions is available here.