Legal Guidance on SEC Reporting Requirements for Listed Companies
For all publicly traded companies, it is extremely important to have the support of competent SEC counsel who can provide appropriate advice on complex SEC reporting requirements. Our team provides knowledgeable and efficient guidance that companies need, drawing on decades of experience.
Listed companies holding securities registered under Section 12 of the Securities Exchange Act of 1934 (as amended) (hereinafter referred to as the “Securities Exchange Act”) or securities subject to Section 15(d) are required to file a Section 13 report with the SEC.
At the core of this reporting requirement is to regularly provide shareholders and the market with information in a transparent manner. Companies are subject to Section 15(d) by submitting a registration statement (such as Form S-1 or Form F-1) under the Securities Act of 1933 (as amended) (hereinafter referred to as the “Securities Act”).
Reports filed with the SEC will be publicly available on the SEC EDGAR website.
Examples of Reports Required to Be Submitted
- Annual Report (Form 10-K or Form 20-F)
- Quarterly Report (Form 10-Q)
- Extraordinary Report (Form 8-K or Form 6-K)
- Power of attorney and information disclosure documents based on Article 14 of the Securities and Exchange Act
- Reports of specific shareholders and affiliates under Articles 13 and 16 of the Securities and Exchange Act
Section 15(d) Reporting Requirements
Companies subject only to Section 15(d) only need to comply with the reporting obligations in Section 13 and are not required to comply with the following rules:
- Section 14 (Federal Power of Attorney Rules and Third-Party Tender Offer Rules)
- Section 16 (Reporting Obligations for Officers/Directors and 10% Shareholders)
- Section 13(d), (g), (f) (Reporting Obligation for 5% Shareholders)
SEC Reporting Requirements by Company Size Classification
In 2002, the SEC classified companies into the following categories:
- Non-Accelerated Submission Companies
- Accelerated Submission Companies
- Large-scale accelerated proposal companies
In 2007, the Small Reporting Company was introduced.
The difference between accelerated filers and large-scale accelerated filers lies in the deadline for filing annual reports on Form 10-K. Large accelerated submission companies will be subject to a deadline 15 days shorter than accelerated submission companies.
| Categories of Filers | Form 10-K | Form 10-Q |
|---|---|---|
| Large Acceleration Filer | 60 days after the end of the fiscal year | 40 days after the end of the quarter |
| High-speed filer | 75 days after the end of the fiscal year | 40 days after the end of the quarter |
| Non-accelerated filer | 90 days after the end of the fiscal year | 45 days after the end of the quarter |
| Small reporting company | 90 days after the end of the fiscal year | 45 days after the end of the quarter |
The filing deadlines for Form 8-K or Form 6-K are common for public companies of all sizes.
Serious Consequences of Non-Compliance with SEC Reporting Requirements
- Regulatory Actions by the SEC
- Regulatory Penalties
- Disqualification from filing Form S-3 and Form F-3
- Forward Integration Qualification Loss
- For OTC market operators, loss of Rule 15c2-11
- Administrative Measures Regarding Registration Deregistration
- Lawsuit
Leave Complex Requirements to Our Office
Since SEC reporting requirements demand compliance with detailed regulations, it is essential to work with experienced attorneys.
To make a reservation for your first consultation, please contact us by phone 877-541-3263 or by email via the inquiry form. Our expert team will fully support your company’s appropriate response to SEC reporting requirements.