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1330 Exchange Act Report Due Dates
us SEC - Financial Reporting Manual
1330.1 Generally
Annual reports (Forms 10-K)
| 90 days after the fiscal year-end for non-accelerated filers.
75 days after the fiscal year-end for accelerated filers.
60 days after the fiscal year-end for large accelerated filers.
See Section 1340 for summary of accelerated filer rule.
| |
Quarterly reports (Forms 10-Q)
| 45 days after the quarter-end for non-accelerated filers.
40 days after the quarter-end for accelerated and large accelerated filers.
See Section 1340 for summary of accelerated filer rule.
| |
Other disclosures reportable under Form 8-K
| Generally 4 business days after the event, except for certain events as provided in the Form.
|
1330.2 Weekends and Holidays
A periodic report otherwise due on a weekend or federal holiday is due the next business day (Exchange Act Rule 0-3).
1330.3 Extensions
Automatic extensions of due dates for periodic reports are available (up to 5 calendar days for quarterly reports and 15 calendar days for annual reports) if all or any portion of the report cannot be filed timely without unreasonable effort or expense. A registrant must file Form 12b-25 no later than one day after the due date of the form for which relief is requested. No further extensions are available.
a. Length
The extension period begins to run the day the periodic report is due. For example, a Form 10-Q due on a Wednesday must be filed no later than the following Monday to be considered timely assuming the registrant files a Form 12b-25 by Thursday and no federal holidays are involved. The extension period under Rule 12b-25 would start to run on Wednesday, even though the Form 12b-25 may be filed as late as Thursday.
b. Disclosure of Reasons
The registrant must disclose in the Form 12b-25 the reason for its inability to file the report timely and, if applicable, that such reason could not be eliminated without unreasonable effort or expense. If the reason relates to the inability of a third party to furnish a required opinion, report or certification, an exhibit must be attached to the Form 12b-25 that includes a statement signed by that third party stating the specific reasons why it was unable to furnish the required opinion, report or certification on or before the due date of the report.
c. Application to Transition Reports
The extension period permitted under Rule 12b-25 applies to transition reports (for change in fiscal year-end).
d. Exclusions
The extension period permitted under Rule 12b-25 does not apply to any filing on Form 8-K, nor does it apply to an amendment to Form 10-K with respect to filing financial statements under S-X 3-09. See Topic 2 and the Division of Corporation Finance's C&DIs for Exchange Act Rules, Question 135.01.
e. Application Unrelated to Filer Size
The extension period provided under Rule 12b-25 is the same for large accelerated, accelerated, and non-accelerated filers.
1330.4 Form 10-Q After First Effective Registration Statement
After a registrant's first registration statement is effective, a Form 10-Q for the quarter following the most recent period included in the registration statement is due the later of 45 days after the effective date or the date the Form 10-Q would otherwise be due. [Exchange Act Rules 13a-13 and 15d-13]
1330.5 Form 10-K After Effectiveness of Initial Registration Statement
(Last updated: 11/9/2016)
If the effective date of an initial registration statement was within 45 days (90 days for a Smaller Reporting Company) after the fiscal year-end, but does not include the audited statements of the just recently completed year, the following reporting requirements apply:
If the registrant files a Form 8-A or Form 10 to register under Section 12(b) or 12(g) of the Exchange Act
| File an Annual Report on Form 10-K within 90 days after its fiscal year-end.
| |
If the registrant is subject to the Exchange Act reporting requirements by virtue of Section 15(d)
| File a Special Report
on Form 10-K within 90 days of effectiveness containing audited statements for that year. A complete Annual Report on Form 10-K is not required until the following fiscal year. [Exchange Act Rule 15d-2]
|
6 This Special Report does not need to include MD&A or other narrative disclosures ordinarily required in a Form 10-K, but registrants are encouraged to provide that information. Even if omitted from a special report, MD&A and other omitted information would need to be included in any subsequent registration or proxy statement.
This is a work of the U.S. Government
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