SEC 2022 Filing Deadlines and Financial Statement Obsolescence Dates Calendar Year Company Filing Deadlines1 – Corporate Law/Commercial Law

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*Definitive power of attorney statement (DEF 14A): If the Form 10-K incorporates the information from Part III of the proxy statement, either the proxy statement must be filed by May 2 (120 days after the end of the fiscal year), or the Form 10-K must be amended before this date to add the Part III information. .

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Late filing reports: A notification of failure to timely file all or part of a report on Form 10-K, 10-Q, 20-F, or 11-K must be filed by 5:30 p.m. Eastern Time, no later than the business day following the original maturity date (Securities Exchange Act Rule 12b25).

Financial Statement Obsolescence Dates for Calendar Year Companies3

Financial statements are considered obsolete under United States Securities and Exchange Commission (SEC) rules when they are too old to be used in a prospectus or proxy statement. Therefore, if financial statements are outdated, an issuer must file the most recent required financial statements before using a prospectus or proxy statement. Deadlines vary depending on the type of issuer.

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Special accommodation for sabbatical periods:Obsolescence dates and Form 10-Q deadlines do not always match, resulting in blackout periods during which registration statements may not be filed or declared effective. SEC staff generally accommodate recurring issuers who have filed in a timely manner within the past 12 months by making the obsolescence date the same as the 10-Q deadline. The SEC may ask the issuer to confirm that the 10-Q will be filed in a timely manner after effective date and that there have been no material trends, events, or transactions since the date of latest balance sheet included in the filing that would materially affect an investor’s understanding. the issuer’s financial condition and results of operations6.

Foreign private issuers (REITs)

Generally, audited REIT financial statements become obsolete after 15 months, and interim financial statements (covering at least 6 months) become obsolete after 9 months, subject to the exceptions noted below.7

EXCEPTIONS

  • The 15-month and 9-month periods are increased to 18 months and 12 months, respectively, for the following offerings: (1) exercise of outstanding rights granted on a pro rata basis to all existing securityholders; (2) dividend or interest reinvestment plans; and (3) conversions of outstanding convertible securities or exercises of outstanding transferable warrants.

  • In an initial public offering by a non-public REIT in any jurisdiction, the audited financial statements become stale after 12 months unless the REIT sufficiently declares to the SEC: (1) compliance is not required in any other jurisdiction and (2) it is impractical or involves undue hardship.

  • If more up-to-date financial information for an annual or interim period than otherwise required is made available in a jurisdiction, that information should be included. New financial information need not be reconciled to US generally accepted accounting principles (GAAP), but narrative explanations of differences in accounting principles should be provided and significant new reconciling items should be quantified; however, these requirements do not apply to issuers that file audited financial statements prepared in accordance with International Financial Reporting Standards (IFRS).

Edgar opening hours

EDGAR deposits can be made from 6:00 a.m. to 10:00 p.m. Eastern Time on weekdays (excluding federal holidays). Filings submitted after 5:30 p.m. EST receive the next business day’s filing date (except for Section 16 filings and Rule 462(b) filings, which receive the actual filing date).

Footnotes

1 Dates reflect filing deadlines in light of weekends and federal holidays (Securities Exchange Act Rule 0-3(a)).

2 Form 10-K is due 60 days, 75 days, and 90 days after fiscal year-end for Large Accelerated Filers, Accelerated Filers, and All Other Filers, respectively. The Form 10-Q is due 40 days after the end of the fiscal quarter for large expedited and expedited filers and 45 days after the end of the fiscal quarter for all other filers.

3 Dates reflect obsolescence in light of weekends and federal holidays (Securities Act Rule 417).

4 Rules SX Rule 3-12.

5 Rules SX Rules 3-01(c) and 3-12(b).

6 SEC Division of Corporation Finance, Financial Reporting Manual (FRM) Section 1220.5, available at https://www.sec.gov/divisions/corpfin/cffinancialreportingmanual.pdf.

7 Regulation SX Rule 3-12(f), Item 8 of Form 20-F and FRM Section 6220.

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© Copyright 2020. Mayer Brown Practices. All rights reserved.

This article by Mayer Brown provides information and commentary on interesting legal issues and developments. The foregoing is not a complete treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action regarding the matters discussed here.

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