An issuer is a person—including a company or other legal entity—that issues or proposes to issue a security. This definition originates in the Securities Exchange Act of 1934 and applies broadly across U.S. securities law, with specific obligations depending on the statutory and regulatory context in which the term is used.
The term identifies the party whose securities are offered, sold, or traded. It does not describe the holders of those securities or the nature of their ownership interests.
Regulatory ContextUnder the Securities Exchange Act of 1934, the statutory definition of issuer is set out in Section 3(a)(8), which defines an issuer as any person who issues or proposes to issue a security (15 U.S.C. § 78c(a)(8)). The obligations that attach to an issuer—such as registration, periodic reporting, or disclosure—are determined by the specific provisions and rules being applied, rather than by the definition alone.
Within insider reporting under Section 16, the issuer is the company whose equity securities are the subject of the reporting obligation. Officers, directors, and certain beneficial owners report holdings and transactions with respect to the issuer’s registered equity securities on Form 3, Form 4, and Form 5.
Relationship to Insiders and OwnershipThe issuer is distinct from individuals or entities that hold interests in its securities. Persons such as officers, directors, and ten percent beneficial owners—often referred to as insiders—have reporting obligations with respect to the issuer, not with respect to themselves.
Ownership concepts such as direct ownership, indirect ownership, and beneficial ownership describe how reporting persons hold or are attributed interests in an issuer’s securities. These concepts do not alter the identity of the issuer; they describe the relationship between a reporting person and the issuer’s securities.
Scope and LimitationsThe term “issuer” does not describe the economic characteristics of a security, the purpose of a transaction, or the motivations of market participants. It identifies the legal party associated with the issuance of the security.
Different rules may apply different inclusions or exclusions depending on context, such as distinctions between domestic issuers and foreign private issuers. Those distinctions are governed by specific regulatory provisions and do not modify the general statutory meaning of the term.
Sources
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15 U.S.C. § 78c(a)(8) — Statutory definition of “issuer” under the Exchange Act
https://www.law.cornell.edu/uscode/text/15/78c -
17 CFR § 240.12b-2 — Definitions applicable to Exchange Act rules and forms
https://www.law.cornell.edu/cfr/text/17/240.12b-2 -
SEC — Officers, Directors, and Section 16 Reporting
https://www.sec.gov/education/smallbusiness/goingpublic/officersanddirectors -
SEC Form 4 Data Instructions — Issuer context for insider reporting
https://www.sec.gov/files/form4data.pdf