When Is Form 10-K Due? Securities Lawyer 101
A public company must file an annual report on Form 10-K following the end of each of its fiscal year. The first Form 10-K deadline is 90 days after the end of the first fiscal year in which the issuer becomes subject to the periodic reporting requirements of the 1934 Act. After the first year the Form 10-K deadline depends upon whether the issuer is an acceleratged filer, large accelerated filer, non-accelerated filer or smaller reporting company. Each category is summarized below:
An accelerated filer is an issuer that:
► Has a public float of at least $75 million but less than $700 million as of the last business day of the most recently completed second fiscal quarter;
► Has been subject to the 1934 Act’s reporting requirements for at least 12 calendar months;
► Previously has filed at least one annual report on Form 10-K; and
►Is not eligible to use the scaled disclosure requirements for smaller reporting companies for Forms 10-K and 10-Q.
An Accelerated Filer must file its annual reports on Form 10-K within 75 days after their fiscal year-end and file its Form 10-Q within 40 days after each quarter
Large Accelerated Filer
A Large Accelerated Filer is an issuer that has a minimum public equity float of $700 million as of the last business day of the most recently completed second fiscal quarter and that otherwise meet the definition of accelerated filer.
A Large Accelerated Filer must file its annual report on Form 10-K within 60 days after their fiscal year-end and file its Form 10-Q within 40 days after each quarter
A Non-Accelerated Filer is an issuer that does meet the definition of a accelerated filer or large accelerated filer.
A Non-Accelerated Filer must file its annual reports on Form 10-K within 90 days after their fiscal year-end and file its Form 10-Q within 45 days after each quarter.
Smaller Reporting Company
A Smaller Reporting Company is a company that is not an investment company, asset-backed issuer or majority owned subsidiary of a larger reporting company parent and that:
►Has a public equity float of less than $75 million as of the last business day of the most recently completed second fiscal quarter; or
► In the case of companies whose public float is zero, has less than $50 million in annual revenues during the most recently completed fiscal year for which audited financial statements are available.
Smaller reporting companies must file their annual report on Form 10-K within 90 days after each fiscal year end and file its Form 10-Q within 45 days after each quarter.
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 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
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