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1310 Companies Required to Report
us SEC - Financial Reporting Manual
1310.1 Securities Act Registration
If a company has registered an offering of securities under the Securities Act, that company is required to file reports for periods ending after the date of the last balance sheet included in the registration statement. This duty may be suspended after the fiscal year in which the registration statement went effective in certain instances. [Exchange Act Section 15(d)]
1310.2 Exchange Act Registration
a. Registration and Reporting Requirement (Last updated: 3/17/2016)
Exchange Act Section 12(g)
Domestic companies are required to register a class of securities under Section 12(g) of the Exchange Act and file periodic reports if the company had total assets exceeding $10 million as of the last day of its prior fiscal year, and a class of equity security (other than an exempted security) held by:
Domestic companies are required to register a class of securities under Section 12(g) of the Exchange Act and file periodic reports if the company had total assets exceeding $10 million as of the last day of its prior fiscal year, and a class of equity security (other than an exempted security) held by:
• for issuers other than banks, bank holding companies and savings and loan holding companies, either: (1) 2,000 or more record holders or (2) 500 or more record holders who are not accredited investors.
• for banks, bank holding companies and savings and loan holding companies, 2,000 or more record holders.
Exchange Act Section 12(b)
Companies seeking to register a security for trading on a national securities exchange must register the class of securities under Section 12(b) of the Exchange Act.
b. Registration Statement Forms
A company already reporting under Section 13 or 15(d) may register a class of securities under Section 12 of the Exchange Act by filing a Form 8-A. In addition, the staff generally will not object if a non-reporting company conducting its IPO files a Form 8-A before the effective date of the Securities Act registration statement relating to the IPO. Other U.S. companies must register on Form 10 (foreign companies register on Form 20-F).
c. Registration Statement Effectiveness
Registration statements filed under Section 12 of the Exchange Act are effective as follows (Last updated: 9/30/2010):
If Filed Under:
| Using Form:
| Registration Statement Effective:
| |
Section 12(b)
| Form 10 or Form 20-F
| Automatically 30 days after the staff receives certification by the applicable exchange or earlier if acceleration is requested and granted.
| |
Form 8-A filed in connection with a 1933 Act registration statement
| Automatically on the latest of:
| ||
Form 8-A not filed in connection with a 1933 Act registration statement
| Automatically on the later of:
| ||
Section 12(g)
| Form 10 or Form 20-F
| Automatically 60 days after the company files the registration statement, or earlier if acceleration is requested and granted.
| |
Form 8-A filed in connection with a 1933 Act registration statement
| Automatically on the later of:
however, in no event will the effective date of the Form 8-A be more than 60 days after the company files the Form 8-A.
| ||
Form 8-A not filed in connection with a 1933 Act registration statement
| Automatically on filing.
|
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