SEC 2020 filing deadlines and financial statement obsolescence dates – Corporate / Commercial law

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Financial statements are considered to be out of date under the rules of the United States Securities and Exchange Commission (SEC) when they are too old to be used in a prospectus or proxy circular. Therefore, if the financial statements are out of date, an issuer should file the most recent required financial statements before using a prospectus or proxy circular. The deadlines vary depending on the type of transmitter.



Typically, audited financial statements of REITs become obsolete after 15 months, and interim financial statements (spanning at least 6 months) become obsolete after 9 months, subject to the exceptions noted below.7


– The 15-month and 9-month periods are extended to 18 months and 12 months, respectively, for the following offers: (1) exercise of outstanding rights allocated pro rata to all existing security holders; (2) dividend or interest reinvestment plans; and (3) conversions of outstanding convertible securities or the exercise of outstanding transferable warrants.

– On an initial public offering of a non-public REIT in any jurisdiction, the audited financial statements become stale after 12 months, unless the REIT sufficiently represents the SEC: (1) compliance does not is required in no other jurisdiction and (2) it is impractical or involves undue hardship.

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


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


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 year end for large expedited filers, expedited filers and all other filers, respectively. Form 10-Q is due 40 days after the end of the fiscal quarter for large accelerated 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 SX Regulation Rule 3-12.

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

6 SEC Division of Corporation Finance, Financial Reporting Manual (FRM) Section 1220.5, available at anual.pdf.

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

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This article by Mayer Brown provides information and commentary on legal issues and developments of interest. The foregoing does not constitute a complete treatment of the matter at hand and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action on the matters discussed in this document.

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