SEC Reporting Requirements Flashcards
Securities Offering Registration Statement
When company issues new securities, it is required to submit registration statement that includes:
- Disclosures about securities
- Relationship of new securities
- Info similar to annual filing
- Audited FS
- Description of business risk factors
Filing deadline for 10-K
Large accelerated filers: 60 days after end of fiscal year
Accelerated filers: 75 days after end of fiscal year
All other registrants: 90 days after end of fiscal year
Large accelerated filer
Issuer with worldwide market value of outstanding common equity held by nonaffiliates of $700 million +
Accelerated filer
Issuer with worldwide market value of outstanding common equity held by nonaffiliates of $75 million or more but less than $700 million
Form 10-Q
Large accelerated and accelerated filed: 40 days after end of fiscal quarter
Other: 45 days after end of fiscal quarter
Form 11-K
Annual report of company’s employee benefit plan
Forms 20-F and 40-F
Filed annually by foreign private issuers
40-F: Canadian companies
20-F: Other non-US registrants
Form 6-K
Filed semi-annually by foreign private issuers
Form 8-K
Report major corporate events
Forms 3, 4, and 5
Required to be filed by directors, officers, or beneficial owners of more than 10% of a class of equity securities of a registered company
Regulation S-X
SEC sets forth the form and content of and requirements for interim and annual FS to be filed with the SEC
Key provisions of Regulation S-X
- Interim FS must be reviewed by independent public accountant (2 b/s dates, 3 I/s dates, 2 CF dates)
- Annual FS must be audited (2 yr b/s, 3 yr I/s and CF)
XBRL
Extensible Business Reporting Language
Royalty-free, open specification for software that uses SML data tags to describe financial info for business and financial reporting
Tag
Machine-readable code that gives a standard definition for each line item in an IS, CF statement, BS, or other financial or nonfinancial data
Provide contextual info that allow data to be recognized and processed y software
SEC’s Interactive Data Rule
Requires US public companies and foreign private issuers that use US GAAP/IFRS to present FS and any applicable FS schedules in an exhibit prepared using XBRL
What must tagged disclosures include?
Primary FS, notes, and FS schedules
If there is an absence of seasonal fluctuations, what additional period would an entity need to present in the balance sheets on Form 10-Q?
The end of preceding fiscal year
