Legal Guidance For Public Company SEC Reporting Requirements
It is vitally important that all public companies have competent SEC counsel to guide them through the complex SEC reporting requirements. Our team has decades of experience to provide you with the knowledgeable and efficient guidance you need.
A public company with a class of securities registered under Section 12 or that is subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) must file Section 13 reports with the SEC.
The underlying basis of the Reporting Requirement is to keep shareholders and the markets informed on a regular basis in a transparent manner. A company becomes subject to Section 15(d) by filing a registration statement under the Securities Act of 1933, as amended (“Securities Act”) such as a Form S-1 or F-1.
Reports filed with the SEC can be viewed by the public on the SEC EDGAR website. Examples of the required reports include an annual Form 10-K or 20-F, quarterly Form 10Q and current periodic reports on Form 8-K or 6-K, as well as proxy reports and information statements filed under Section 14 of the Exchange Act and certain shareholder and affiliate reports under Sections 13 and 16 of the Exchange Act.
The Section 15(d) reporting requirements are scaled down from the full Exchange Act reporting requirements for a company with a class of securities registered under Section 12. In particular, a company that is only subject to Section 15(d) needs to only comply with the Section 13 reporting obligations and need not comply with the federal proxy rules and third-party tender offer rules in Section 14, the officer/director and 10% shareholder reporting requirements in Section 16 or the 5% or greater shareholder reporting requirements in Sections 13(d), (g) and (f) of the Exchange Act.
The SEC disclosure requirements are also scaled based on company size. The SEC categorized companies as nonaccelerated, accelerated and large accelerated in 2002 and introduced the smaller reporting company category in 2007 to provide general regulatory relief to these entities. The only difference between the requirements for accelerated and large accelerated filers is that large accelerated filers are subject to a filing deadline for their annual reports on Form 10-K that is 15 days shorter than the deadline for accelerated filers.
The filing deadlines for each category of filer are:
|Filer Category||Form 10-K||Form 10-Q|
|Large Accelerated Filer||60 days after fiscal year-end||40 days after quarter-end|
|Accelerated Filer||75 days after fiscal year-end||40 days after quarter-end|
|Nonaccelerated Filer||90 days after fiscal year-end||45 days after quarter-end|
|Smaller Reporting Company||90 days after fiscal year-end||45 days after quarter-end|
Filing deadlines for a Form 8-K or 6-K are the same for all size public companies.
The failure to timely comply with the SEC Reporting Requirements has significant consequences, including, but not limited to:
- SEC Regulatory Actions
- Regulatory penalties
- The loss of Form S-3 and F-3 eligibility
- The loss of forward incorporation by reference eligibility
- For OTC market entities, the loss of an active 15c2-11
- Administrative actions for deregistration
Navigate These Complex Requirements With Our Help
SEC Reporting Requirements require a rule-intensive focus on detail. Because of this, companies must make sure they collaborate with the right lawyers with the right experience. Schedule an initial consultation with us today by calling 877-541-3263 or emailing us through our contact form.