Being Publicly Traded By: The Going Public Lawyers
After an issuer completes its going public transaction, an issuer that has filed a registration statement for an initial or direct public offering under the Securities Act of 1933, as amended (the “Securities Act”) must file annual, quarterly and current reports with the Securities and Exchange Commission (“SEC”) under Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”).
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 registration under Securities Exchange Act.
A Company’s periodic reports and filings with the SEC update and supplement public disclosures that the issuer made in its previous registration statement or other SEC filings. Issuers must file their periodic reports within a specified number of days after the end of each reporting period and file reports on Form 8-K after certain material events. Generally, Annual Reports on Form 10-K must be filed 90 days after the issuer’s year end. Quarterly Reports must be filed 45 days after the quarter and Reports on Form 8-K must be filed within 4 days of the triggering event.
Companies that ae voluntarily 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 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