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32.9 Considerations for private companies
Publication date: 12 Nov 2019
us Financial statement presentation guide
Private partnerships and LLCs are not subject to certain of the SEC requirements addressed in the chapter. Differences are explained in the following sections.
32.9.1 Comparative financial statements
Private companies are not subject to the guidance in Regulation S-X, which requires multiple years of financial statements; however, ASC 272-10-45-7 encourages comparative statements for private LLCs. If the nonpublic partnership or LLC voluntarily presents multiple years, amounts should be comparable with the most recent year shown in accordance with ASC 205-10-45, disclosing any exceptions to comparability.
Similarly, partnerships that are formed from corporations but do not file with the SEC are not required to present the pro forma comparative statements.
32.9.2 Basis of accounting
Partnerships and LLCs that do not file with the SEC are not subject to SEC disclosure requirements. For example, financial statements prepared on a basis of accounting other than US GAAP do not require a reconciliation of US GAAP to tax-basis or the presentation of US GAAP-basis statements.
32.9.3 SEC filers that may not comply with SEC requirements
A partnership that files with the SEC in connection with the sale of a portion of its interest to the public files an annual report on Form 10-Kin the year the registration statement becomes effective. However, in subsequent years, the partnership may be exempt from such requirements if it meets Section 15(d) of the Securities Exchange Act of 1934 by having fewer than 300 individuals hold the securities of the partnership at the beginning of the fiscal year. Partnerships in this situation should nonetheless consider providing the SEC required disclosures even if they have no requirement to file financial statements with the SEC.
PwC. All rights reserved. PwC refers to the US member firm or one of its subsidiaries or affiliates, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details. This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors.
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