Publications – US Desk
SEC reporting requirements and filing deadlines differ based on a company’s filer category and issuer status. Understanding
the distinctions between U.S. Domestic Issuers and Foreign Private Issuers (FPIs) is essential for maintaining compliance
with applicable SEC reporting obligations.
1. Large Accelerated Filer
Definition
A company is a Large Accelerated Filer if it:
Public Float
Public float means:
The aggregate worldwide market value of voting and non-voting common equity held by non-affiliates (public shareholders).
Usually calculated as:
Share price × publicly held shares
Measured on the last business day of the company’s second fiscal quarter.
Filing Deadline for U.S. Domestic Issuer
- Has a public float of US$700 million or more;
- Has been subject to SEC reporting requirements for at least 12 calendar months;
- Has filed at least one annual report (Form 10-K); and
- Is not eligible as a smaller reporting company under certain SEC tests.
Public Float
Public float means:
The aggregate worldwide market value of voting and non-voting common equity held by non-affiliates (public shareholders).
Usually calculated as:
Share price × publicly held shares
Measured on the last business day of the company’s second fiscal quarter.
Filing Deadline for U.S. Domestic Issuer
- Form 10-K: within 60 days after fiscal year-end
- Form 10-Q: within 40 days after quarter-end
2. Accelerated Filer
Definition
A company is an Accelerated Filer if it:
Filing Deadline for U.S. Domestic Issuer
- Has a public float of US$75 million to less than US$700 million;
- Has been reporting with the SEC for at least 12 months;
- Has filed at least one annual report; and
- Does not qualify as a Large Accelerated Filer.
Filing Deadline for U.S. Domestic Issuer
- Form 10-K: within 75 days after fiscal year-end
- Form 10-Q: within 40 days after quarter-end
3. Non-Accelerated Filer
Definition
A company is a Non-Accelerated Filer if it:
This category commonly includes:
Filing Deadline for U.S. Domestic Issuer
- Has a public float below US$75 million; OR
- Does not yet meet the SEC reporting history requirements for accelerated filer status.
This category commonly includes:
- Newly public companies
- Small-cap issuers
- Early-stage issuers
Filing Deadline for U.S. Domestic Issuer
- Form 10-K: within 90 days after fiscal year-end
- Form 10-Q: within 45 days after quarter-end
4. Summary Table
| Category | Public Float | 10-K Deadline | 10-Q Deadline |
|---|---|---|---|
| Large Accelerated Filer | ≥ US$700M | 60 days | 40 days |
| Accelerated Filer | US$75M – < US$700M | 75 days | 40 days |
| Non-Accelerated Filer | < US$75M | 90 days | 45 days |
Filing Deadline for Foreign Private Issuer (FPI)
Current SEC Rule: Most FPIs filing Form 20-F must file within 4 months after fiscal year-end, this applies broadly to FPIs regardless of accelerated filer status.
Current SEC Rule: Most FPIs filing Form 20-F must file within 4 months after fiscal year-end, this applies broadly to FPIs regardless of accelerated filer status.
Which Filer Categories Are Subject to SOX for both U.S. Domestic and Foreign Private Issuer (FPI)?
| Category | SOX Applies? | External Auditor ICFR Attestation Required? |
|---|---|---|
| Large Accelerated Filer | ✔ Yes | ✔ Yes |
| Accelerated Filer | ✔ Yes | ✔ Yes |
| Non-Accelerated Filer | ✔ Yes | ✘ Generally exempt from SOX 404(b) auditor attestation |
SOX compliance refers to compliance with the Sarbanes-Oxley Act (“SOX”), a U.S. federal law enacted in 2002 after major accounting scandals such as:
The purpose of SOX is to:
SOX applies to companies listed in the U.S. and regulated by the Securities and Exchange Commission (SEC).
- Enron Corporation
- WorldCom
The purpose of SOX is to:
- Improve corporate governance
- Enhance financial reporting reliability
- Strengthen internal controls
- Protect investors from fraud
SOX applies to companies listed in the U.S. and regulated by the Securities and Exchange Commission (SEC).
Key SOX Compliance Requirements
1. Internal Control Over Financial Reporting (ICFR)
Companies must establish and maintain effective internal controls over:
Important Distinction — SOX 302 vs SOX 404
SOX Section 302
Applies to almost all SEC reporting companies:
SOX Section 404(a)
Management must assess internal controls.
SOX Section 404(b)
External auditor attestation on ICFR effectiveness.
This 404(b) requirement mainly applies to:
Non-accelerated filers are generally exempt.
Companies must establish and maintain effective internal controls over:
- Financial reporting
- Accounting processes
- Disclosure controls
Important Distinction — SOX 302 vs SOX 404
SOX Section 302
Applies to almost all SEC reporting companies:
- CEO/CFO certification
- Disclosure controls
SOX Section 404(a)
Management must assess internal controls.
SOX Section 404(b)
External auditor attestation on ICFR effectiveness.
This 404(b) requirement mainly applies to:
- Large Accelerated Filers
- Accelerated Filers
Non-accelerated filers are generally exempt.
Simplified Summary
| Item | Large Accelerated | Accelerated | Non-Accelerated |
|---|---|---|---|
| SOX Applies | Yes | Yes | Yes |
| CEO/CFO Certification | Yes | Yes | Yes |
| Internal Control Assessment | Yes | Yes | Yes |
| External Auditor ICFR Opinion | Yes | Yes | Usually No |
| Compliance Burden | Highest | High | Lower |
