SEC Periodic Reporting & Compliance

SEC Periodic Reporting

Securities Lawyer 101

Private and publicly traded companies that are reporting with the SEC must file periodic reports.  Not all publicly traded companies are required to file periodic reports with the SEC.   The SEC’s periodic reporting requirements are set forth in the Securities Exchange Act of 1934, (the “Exchange Act”). Companies become subject to the SEC’s periodic reporting requirements a number of ways including by filing a registration under the Securities Act of 1933, as amended or pursuant to the Securities Exchange Act of 1934.

These periodic reports include:

Reporting Company Reporting – Registration under the Securities Act of 1933
If a company files a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”), it becomes subject to periodic reporting requirements by Section 15(d) of the Exchange Act.  Section 15(d) requires the company to file periodic reports on Forms 10-K, 10-Q and 8-K until the end of the fiscal year in which its Act registration statement became effective.  At the end of the year, or anytime thereafter, if the company have less than 300 shareholders, it can terminate its status as an SEC Reporting Company by filing a Form 15 with the SEC.

Reporting Company Reporting – Registration under the Securities Exchange Act of 1934
A company can become an SEC reporting company by filing a registration statement on Form 10 pursuant to the Securities Exchange Act.  This will not create free trading securities and Form 10 is used to register a class of securities.  The disclosures require by Form 10 mirror those found in Form S-1.

If the Company has more than 500 shareholders and total assets of more than $10 million it is required to file a Form 10 registration statement under the Exchange Act even if its securities are not publicly traded.

Companies reporting under the Exchange Act must file Proxy and Information Statements and their officers, directors and 5% owners must file beneficial ownership reports with the SEC on Forms 3, 4 and 5. 10% owners must file reports on Schedules 13(d) and 13(g) of the Exchange Act.  Regardless of how an issuer becomes an SEC reporting company, its disclosures are expansive.

More information about periodic reporting on public company websites can be found here.

For further information about SEC periodic reports post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit This information is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship.  For more information concerning the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings, SEC reporting requirements, SEC registration on Form S-1 and Form 10, Pink Sheet listing, OTCBB and OTC Markets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings please contact Hamilton and Associates at (561) 416-8956 or by email at [email protected].  Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates Law Group
Securities Attorneys & Going Public
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855