The Securities and Exchange Commission (SEC) requires public companies and broker-dealers to periodically file financial statements and various other disclosures. These regulatory documents are meant to provide information to investors, analysts, and regulators. These disclosure forms are also relied upon by financial professionals when determining whether to invest in a particular company.
The filings can be accessed through the SEC’s online database, EDGAR.
Common SEC Filings
All public companies — whether domestic or foreign — that are registered under the Securities Exchange Act of 1934 must file registration statements, reports, and financial data with the SEC. Public companies that are not registered as a ’34 Act Company must file their reports with OTC Markets. The information that the SEC requires in its filings is specified in various forms. While there are many different SEC forms, depending upon the disclosure that must be made, some types of filings occur more frequently than others.
The following are some of the most common types of SEC filings:
- Form S-1 — Form S-1 is a general registration statement used when a company becomes public and registers as a ’34 Act Company. Registration statements set forth information regarding the securities offered by the company, as well as its financial condition. The statement consists of two parts — the prospectus and additional information. The prospectus includes details about the company’s operations, financial health, management, and risk factors. The section for additional information can cover other relevant details such as recent sales of unregistered securities.
- Form 10-K — Form 10-K provides a thorough, audited analysis of a company’s financial condition and must be filed within ninety (90) days of the end of the fiscal year. Form 10-K has several parts, including business summary, risk factors, management discussion and analysis, financial statements, and financial data.
- Form 10-Q — Form 10-Q is a quarterly report that provides a comprehensive, but only reviewed, financial performance report. The Form 10Q is generally unaudited and contains financial statements, management discussion and analysis, disclosures, and internal controls for the prior quarter. This form must be filed forty-five (45) days after the close of the quarter..
- Form 8-K — Form 8-K is used by companies when a significant event occurs. For instance, 8-Ks are filed for material contracts, change of auditors, mergers and acquisitions, as well as other changes shareholders need to be made aware of.
- Forms 3, 4, and 5 — Forms 3, 4, and 5 are corporate insider forms used to report ownership. These forms are the responsibility of the directors and officers to file and are meant to provide information about the securities owned by company insiders.
- Schedule 13D — Schedule 13D is a disclosure form that must be filed if any owner acquires 5% or more of the company’s voting shares. Also referred to as the “beneficial ownership report,” the form must be filed within ten days of acquiring the shares.
Filings are selectively reviewed by the SEC to ensure compliance. They are also carefully analyzed by investors to learn more about a company’s financial health, performance, and activities.
The Consequences of Failing to File
SEC filings can be a tedious task, but they must be completed accurately and in a timely manner. Each form has its own deadline. A non-timely filing can sometimes be used, a missed deadline can result in loss of SEC registration, de-listing from the stock exchange, and other severe consequences.
Failure to comply with the SEC’s regulations can result in a Section 12(k) suspension of trading or a 12(j) revocation of registration status. When a company is suspended, the SEC halts all trading activities for up to ten (10) days in order to protect investors. When the SEC revokes an issuer’s registration under Section 12(j), all public trade of the company’s stock must cease, resulting in what is effectively a death sentence for a public company.
Contact an Experienced New York Securities Attorney
If you’re wondering “what are SEC filings” and whether you’re required to provide these disclosures, a knowledgeable business attorney can assist you. Brinen & Associates works closely with business owners to help ensure they remain compliant with SEC regulations. To learn more about our securities practice and other legal services, call (212) 330-8151 to schedule a consultation.