Going Private
A publicly held company generally means a company that has a class of securities that is registered with the SEC because those securities are widely held or traded on a national securities exchange. When a public company is eligible to deregister a class of its equity securities, either because those securities are no longer widely held or because they are delisted from an exchange, this is known as “going private.”
Concept at a glance
Definition and explanation
A publicly held company generally means a company that has a class of securities that is registered with the SEC because those securities are widely held or traded on a national securities exchange. When a public company is eligible to deregister a class of its equity securities, either because those securities are no longer widely held or because they are delisted from an exchange, this is known as “going private.” [1]
A publicly held company may deregister its equity securities when they are held by less than 300 shareholders of record or less than 500 shareholders of record, where the company does not have significant assets. Depending on the facts and circumstances, the company may no longer be required to file periodic reports with the SEC once the number of shareholders of record drops below the above thresholds. [1]
A number of kinds of transactions can result in a company going private, including: [1]
If an affiliate of the company or the company itself is engaged in one of these kinds of transactions or series of transactions that will cause a class of equity securities to become eligible for deregistration or delisting, Rule 13e-3 of the Securities Exchange Act of 1934 and Schedule 13E-3 may apply. When Rule 13e-3 applies, the company is said to be “going private” under SEC rules. [1]
While SEC rules don't prevent companies from going private, they do require companies to provide specific information to shareholders about the transaction that caused the company to go private. In addition to a Schedule 13E-3, the company and/or the affiliates engaged in the transaction also may have to file a proxy or a tender offer statement with the SEC. [1]
When one of the kinds of transactions listed above involving the company or its affiliates results in the company’s publicly held securities becoming delisted from a national securities exchange or an inter-dealer quotation system of any national securities association, Rule 13e-3 and Schedule 13E-3 may also apply. [1]
Schedule 13E-3 requires a discussion of the purposes of the transaction, any alternatives that the company considered, and whether the transaction is fair to unaffiliated shareholders. The company also must disclose whether and why any of its directors disagreed with the transaction or abstained from voting on the transaction and whether a majority of directors who are not company employees approved the transaction. [1]
Source-supported connections
Frequently asked questions
What does Going Private mean in the cited reference?
A publicly held company generally means a company that has a class of securities that is registered with the SEC because those securities are widely held or traded on a national securities exchange. When a public company is eligible to deregister a class of its equity securities, either because those securities are no longer widely held or because they are delisted from an exchange, this is known as “going private.” [1]
Going Private connection map
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Links retain their source-specific meaning. Award-time affiliations and links to related reading are not claims about current appointments or economic causation.
Sources and review dates
Reviewed 23 October 2026. Historical dates and award-time affiliations retain their original context. A review date is not an event date. Background sources are identified separately from official records.