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1320 Financial Statements Required
us SEC - Financial Reporting Manual
1320.1 Generally
(Last updated: 10/30/2020)
Form 10 (for registration under Section 12)
| Same as described at Sections 1110 and 1120 for non-EGCs and Section 10220.1d for EGCs.
| |
Form 10-K (Annual Reports)
| Same as described at Section 1110 for non-EGCs and Section 10220.1e for EGCs.
| |
Form 10-Q (Quarterly Reports)
| Same as described at Section 1120 plus:
|
1320.2 Inactive Registrants
- An inactive registrant is one that has gross receipts or expenditures not over $100,000; no purchases, sales or distributions of securities; and no material changes (no bankruptcy, reorganization, etc.). [S-X 3-11]
- Inactive registrants may provide unaudited annual financial statements in Form 10-K. [S-X 3-11]
- These annual financial statements do not need to be reviewed by an independent public accountant; however, interim financial statements filed on Form 10-Q by inactive registrants must be reviewed. [S-X 10-01(d), S-X 8-03]
- When an inactive registrant later becomes active, its unaudited annual financial statements may continue to be included in Form 10-K for those periods during which it met the criteria as an inactive registrant.
1320.3 [Reserved]
(Last updated: 8/25/2015)
1320.4 Delinquent Filers
(Last updated: 8/25/2015)
Generally, the Division of Corporation Finance will not issue comments asking a delinquent registrant to file separately all of its delinquent filings if the registrant files a comprehensive annual report on Form 10-K that includes all material information that would have been included in those filings.
The Division’s decision not to seek the filing of additional reports when a registrant files a comprehensive annual report does not absolve a registrant from any liability under the Exchange Act for failing to file all required reports and would not foreclose enforcement action for the registrant’s filing delinquencies. In addition, filing a comprehensive annual report does not result in the registrant being considered “current” for purposes of Regulation S, Rule 144, or Form S-8 registration statements. Also, the registrant would not be eligible to use Form S- 3 until it establishes a sufficient history of making timely filings.
1320.5 Mutual Life Insurance Companies and Certain Mining Companies in the Exploratory Stage
Exempt from Part I disclosures required by Form 10-Q [Exchange Act Rule 13a-13(b)].
4 Financial statements may be condensed and must be reviewed by an independent accountant before filing as described in S-X Article 10 [S-X 8-03 for Smaller Reporting Companies].
5 The changes in stockholders’ equity can be presented in a note to the financial statements.
This is a work of the U.S. Government
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