What is a section 12 security?
Asked by: Mrs. Neha Zulauf PhD | Last update: February 12, 2026Score: 5/5 (57 votes)
A "Section 12 security" isn't a specific type of security but refers to obligations or liabilities under Section 12 of the Securities Act of 1933 (liability for misleading sales) or the Securities Exchange Act of 1934 (registration requirements for public companies). Under the 1933 Act, it involves penalties for sellers making false statements in offers/sales, while under the 1934 Act, it mandates public companies to register classes of securities (like equity) with the SEC if they list on an exchange (12(b)) or meet asset/shareholder thresholds (12(g)), triggering ongoing public reporting.
What are section 12 securities?
Section 12(g) of the Exchange Act establishes thresholds at which an issuer (company) must register its securities with the SEC and become subject to periodic reporting and disclosure requirements.
What is the meaning of Section 12?
"Section 12" most commonly refers to Massachusetts General Law Chapter 123, Section 12, which allows for the emergency, involuntary psychiatric hospitalization (up to 72 hours) of individuals posing a serious risk of harm to themselves or others due to mental illness, often initiated by a "pink paper" or transport order signed by a qualified professional or police officer. However, it can also refer to other laws, like those in the UK's Mental Health Act for mental health approvals or specific tax/drug laws, so context is crucial.
What is section 12 registration?
Unlike registration of the offer and sale of securities under the Securities Act, Section 12 of the Exchange Act involves registration of an entire class of securities if conditions are met, including listing on a national securities exchange for Section 12(b) and crossing minimum asset and securityholder thresholds ...
What is the difference between Section 11 and 12 of the Securities Act?
Unlike Section 11, which only applies to registration statements, Section 12(a)(2) creates liability for misleading statements in “a prospectus or oral communication.” Meanwhile, Section 12(a)(1) creates private liability for the offer or sale of an unregistered security in violation of Section 5.
2 BIGA Section 12 Settings and Security
What are section 11 and 12?
Section 11 and 12 of the Income Tax Act deal with the computation of income from property held for charitable or religious purposes. These sections are crucial for entities that are registered as charitable or religious trusts and are exempt from tax under the Income Tax Act.
What is Section 12 due diligence defense?
Section 12 of the l933 Act imposes liability in public offerings of securities, by written or oral communications, where there has been a material misstatement or omission unless the seller can "sustain the burden of proof that he did not know, and in the exercise of reasonable care could not have known, of such ...
What does section 12 cover?
Section 12. SEC. 12. (c) Felony offenses when the facts are evident or the presumption great and the court finds based on clear and convincing evidence that the person has threatened another with great bodily harm and that there is a substantial likelihood that the person would carry out the threat if released.
What does it mean to be Section 12 approved?
Background. Section 12 approved doctors are those approved by the Secretary of State under section 12(2) Mental Health Act 1983 (MHA), where they are described 'as having special experience in the diagnosis or treatment of mental disorder'.
What securities are registered under Section 12 G?
Companies that are banks, bank holding companies, savings and loan companies or savings and loan holding companies must register equity securities under Section 12(g) if they have both total assets greater than $10 million and 2,000 or more equity shareholders.
Has Section 12 been challenged in court?
The Supreme Court issued a decision on May 11, 2023, upholding California's Proposition 12 against a challenge under the U.S. Constitution's Dormant Commerce Clause.
What triggers someone to be sectioned?
You have a mental health condition that has serious symptoms. These can significantly impact your perception, mood, judgment and behavior. Symptoms pose an immediate health and safety threat to yourself and/or others.
What is Section 12 of the Contract Act?
A person is said to be of sound mind for the purpose of making a contract, if, at the time when he makes it, he is capable of understanding it and of forming a rational judgment as to its effect upon his interests.
Who qualifies as an issuer of securities?
Issuers of securities may be corporations, investment trusts, or a government body. The entity must benefit directly or indirectly from the sale of the securities. A non-issuer transaction is one in which the entity or individual selling the security does not benefit from the sale proceeds directly or indirectly.
What is the deadline for Form 12b?
Form 12b-25 must be filed with the SEC no later than one business day after the original due date of the periodic report to which the notice relates.
What securities must be registered with the SEC?
In general, all securities offered in the United States must be registered with the SEC or must qualify for an exemption from the registration requirements.
What is the longest a psych ward can hold you?
There's no single longest time you can stay in a mental hospital; it varies from a few days for crisis stabilization (often 72 hours to 2 weeks) to months or even years in severe, complex cases, depending on your condition, treatment progress, insurance, and the facility's long-term care options, with some long-term residential treatment lasting 90+ days or indefinitely for very severe chronic illnesses. Short stays focus on stabilization, while longer stays involve intensive therapy, but today's trend favors shorter stays followed by step-down care.
How can you be sectioned?
This can only happen if you have a mental disorder that puts you, or others, at risk. You should only be detained under the Mental Health Act if there are no other ways to keep you, or others, safe. Being detained under the Mental Health Act is sometimes called being 'sectioned', because the law has different sections.
Who is responsible for commissioning?
Local authorities are responsible for commissioning publicly funded social care services. This includes services provided to people in their own homes as well as residential care services.
What is the purpose of Section 12?
Section 12(a) allows for an individual to be brought against his or her will to such a hospital for evaluation. Section 12(b) allows for an individual to be admitted to a psychiatric unit for up to three business days against the individual's will or without the individual's consent.
What is Section 12 of the limitation?
12. Exclusion of time in legal proceedings.—(1) In computing the period of limitation for any suit, appeal or application, the day from which such period is to be reckoned, shall be excluded.
How long is a section 12 good for in Massachusetts?
Section 12 is a transportation order to a hospital. Once the patient arrives at the hospital he/she must be evaluated by a physician (psychiatrist) to determine if he/she needs to be involuntarily committed for no more than 72 hours.
What is the best way to prove a due diligence defence?
Demonstrating due diligence
One of the most effective ways to show due diligence in a food business is through the records of your food safety system. Mainly, records of your practices and HACCP procedures. These will demonstrate that you follow the required safety procedures to ensure that food is safe to serve.
What are the three types of due diligence?
What types of due diligence should be conducted for mergers and acquisitions?
- Financial due diligence (income, assets, liabilities)
- Legal due diligence (contracts, disputes, intellectual property)
- Operational due diligence (supply chain, systems, scalability)
- HR due diligence (talent, compensation, culture)
What are the four due diligence requirements?
The four due diligence requirements
- Complete and Submit Form 8867 (Treas. Reg. section 1.6695-2(b)(1)) ...
- Compute the credits (Treas. Reg. section 1.6695-2(b)(2)) ...
- Knowledge (Treas. Reg. section 1.6695-2(b)(3)) ...
- Keep records for three years (Treas. Reg. section 1.6695-2(b)(4))