Section 15-d Reporting l Securities Lawyer 101
Upon completion of a going public transaction, an issuer that has registered equity or debt securities in an initial or direct public offering registered on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”) must file annual, quarterly and current reports with the Securities and Exchange Commission under Section 15-d of the Securities Exchange Act of 1934.
Section 15-d reporting requirements apply even if the public company does not list its securities on a national securities exchange or market and the company has not met the size thresholds requiring Exchange Act registration.
A company subject to Section 15-d reporting requirements must file annual, quarterly and current reports with the SEC. These periodic reports regularly update and supplement disclosures that the issuer in its previous registration statement or other SEC filings. Companies file their periodic reports on Form 10-K or 10-Q within a specified number of days after the end of each reporting period and file reports on Form 8-K after certain material events.
Companies subject to periodic reporting under Section 15(d) are not required to comply with many of the Exchange Act’s disclosure requirements including the proxy rules and third-party tender offers, beneficial ownership reporting and short-swing profit liability.
For further information about Section 15-d reporting and this securities law blog 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 www.securitieslawyer101.com. This securities law blog post 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. Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855