Document Due Dates
All publicly traded companies must adhere to specific document due dates. They must file certain documents within a specific time frame.
SEC Filing Form 3
The Form 3 must be filed with the SEC no later than ten (10) days after an insider becomes affiliated with a public company.
SEC Filing Form 4
The Form 4 must be filed with the SEC within two (2) business days of any buy-and-sell orders as well as the exercise of company stock options, with relation to a public company’s insider.
SEC Filing Form 5
The Form 5 must be filed with the SEC to disclose any insider transactions that have not been previously reported on the Form 4.
SEC Filing Form 6-K
The Form 6-K must be furnished by foreign private issuers promptly after the material contained in the report is made public.
The Form 6-K must be submitted in English.
SEC Filing Form 8-K
The Form 8-K must be filed with the SEC within four (4) business days after the Date of Earliest Event Recorded.
SEC Filing Form 10-K
The Form 10-K must be filed with the SEC annually. Large accelerated filers must file the Form 10-K with the SEC within sixty days (60) after the end of the fiscal year. Accelerated filers must file the Form 10-K with the SEC within seventy-five (75) days after the end of the fiscal year. Non-accelerated filers must file a Form 10-K with the SEC within ninety (90) days after the end of the fiscal year.
SEC Filing Form 10-Q
The Form 10-Q must be filed with the SEC quarterly, but no report needs to be filed for the fourth quarter of any fiscal year. Large accelerated filers and accelerated filers must file the Form 10-Q with the SEC within forty (40) days after the end of the fiscal quarter. All other registrants must file the Form 10-Q with the SEC within forty-five (45) days after the end of the fiscal quarter.
SEC Filing Form 12b-25
The Form 12b-25 is a notification of a late filing when an issuer is unable to file all (or any portion) of a quarterly report on Form 10-Q, an annual report on Form 10-K and certain other reports within the prescribed time period to file the Form 12b-25 with the SEC. The Form 12b-25 must be filed with the SEC no later than one (1) business day after the due date for the late report. Filing the Form 12b-25 gives the issuer an additional five (5) calendar days to file a quarterly report and an additional fifteen (15) calendar days to file an annual report.
SEC Filing Form 13F-HR
The Form 13F-HR must be filed with the SEC within forty-five (45) days after the last day of each three calendar quarters and within forty-five (45) days after the last day of each calendar year. The form is required when securities have an aggregate fair market value on the last trading day of any month of any calendar year of at least $100,000,000.
SEC Filing Form 13H
The Form 13H requires certain “large” traders to provide certain information regarding their trading activities to the SEC through this form. A “large trader” is defined as a person whose transactions in exchange-listed securities equal or exceed 2 million shares or $20 million during any calendar day, or 20 million shares or $200 million during any calendar month. Large traders will have two months after the effective date to comply with the identification requirements of the rule. Broker-dealers will have seven months after the effective date to comply with the requirements to maintain records, report transaction data when requested and monitor large trader activity.
SEC Filing Form 20-F
Any foreign issuer other than an asset-back issuer may use the Form 20-F as a registration statement under Section 12 of the Securities Exchange Act of 1934 or as an annual or transition report filed under Section 13(a) or 15(d) of the Exchange Act. A transition report needs to be filed when a foreign issuer changes its fiscal year end. If the foreign issuer is filing the Form 20-F as an annual report, it must be filed within four (4) months after the end of the fiscal year.
SEC Filing Form 144
The Form 144 must be filed with the SEC by an affiliate of the issuer as a notice of the proposed sale for securities in reliance on Rule 144 when the amount to be sold under Rule 144 by the affiliate during any three-month period exceeds 5,000 shares or units or has an aggregate sales price in excess of $50,000. A person filing the Form 144 must have a bona fide intention to sell the securities referred to in the Form within a reasonable time after the filing of the Form.
SEC Filing Form D
The Form D is an official notice of an offering of securities that is made without registration under the Securities Act in reliance on an exemption provided by Regulation D and Section 4(6) under the Act. It is a form to be used to file a notice of an exempt offering of securities.
When to file: An issuer must file a new notice with the SEC for each new offering of securities no later than fifteen (15) calendar days after the “date of first sale” of securities in the offering as explained in the Instruction to Item 7. For this purpose, the date of first sale is the date on which the first investor is irrevocably contractually committed to invest, which, depending on the terms and conditions of the contract, could be the date on which the issuer receives the investor’s subscription agreement or check. An amendment to a previously filed noticed may be filed at any time.
An issuer must file an amendment to a previously filed notice for an offering:
- To correct a mistake or error in the previously filed notice, as soon as practicable after discovery of the mistake or error;
- To reflect a change in the information provided in the previously filed notice, except as provided below, as soon as practicable after the change; and
- Annually, on or before the first anniversary of the most recent previously filed notice, if the offering is continuing at that time.
SEC Filing Form DEF14A
The Definitive 14A (“DEF14A”) must be filed when a shareholder vote is required. It is commonly used in conjunction with an annual meeting proxy.
The DEF14A includes information about the date, time and place of the meeting of security holders, revocability of proxy, dissenters’ right of appraisal, persons making the solicitation, direct or indirect interest of certain persons in matters to be acted upon, modification or exchange of securities, voting procedures and other perfunctory details.
SEC Filing Form DEFA14A
The DEFA14A is filed to submit additional solicitation/definitive materials to an annual meeting proxy statement (“DEF14A”).
SEC Filing Form DEFM14A
The Definitive Proxy Statement related to a Merger or Acquisition (“DEFM14A”) must be filed when a shareholder vote is required on an issue related to a merger or acquisition.
A DEFM14A is the final proxy statement sent to the company’s shareholders in connection with a merger or acquisition, which includes a discussion of the terms and reasons for the transaction.
It provides shareholders with sufficient information to allow them to make an informed vote at an upcoming shareholders’ meeting or to authorize a proxy to vote on their behalf.
SEC Filing Form DRS
The Draft Registration Statement ("DRS") allows a company to keep their registration statement confidential and out of the public eye until it decides whether it will proceed with its public offering.
The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and amendments to the Securities and Exchange Commission on a confidential basis via a Draft Registration Statement (Form “DRS”).
Through utilizing a Form DRS, emerging growth companies can go through a substantial portion of the SEC review process without immediate public disclosure of changes made in response to SEC comments.
A Form S-1 subsequently follows the public release of the DRS submissions, effectively registering the securities.
The draft registration statement comments and responses will become publicly available after the completion of the securities offering but not earlier than 20 business days following the effective date of the registration statement (Form “S-1”).
SEC Filing Form F-1
The Form F-1 shall be used for the registration of securities of all foreign private issuers for which no other form is authorized or prescribed, except that this Form shall not be used for an offering of asset-backed securities.
SEC Filing Form ID
Before you can electronically file with the SEC on EDGAR, you must become an EDGAR filer with authorized access codes. The Form ID is a uniform application for access codes to file on the EDGAR system. To register a new individual or a new company to file with the SEC, you must complete a PDF of the Form ID. If the individual or company is already registered with the SEC, but does not have their codes (i.e., codes were lost), only an Authentication Form needs to be completed.
SEC Filing Form N-CEN
As of June 1, 2018, all registered investment companies, other than face-amount certificate companies, must file the Form N-CEN with the SEC annually. The Form N-CEN must be filed within 75 days of fiscal year end. Unit investment trusts must file a Form N-CEN within 75 days of calendar year end.
Form N-CEN replaced Form N-SAR.
SEC Filing Form N-PORT
All registered investment companies and exchange-traded funds organized as a unit investment trusts, other than money market funds and small business investment companies must file a Form N-PORT monthly.
Funds must report information about their portfolios and each of their portfolio holdings by filing a Form N-PORT within thirty (30) days after the end of each month.
Larger RIC’s (NAV ≥ $1 billion) must comply by June 1, 2018. Larger RIC’s must submit their first reports using EDGAR by April 30, 2019.
Smaller RIC’s (NAV < $1 billion) must comply by June 1, 2019. Smaller RIC’s must submit their first reports using EDGAR by April 30, 2020.
Form N-PORT replaced Form N-Q.
SEC Filing Form POS AM
The Post-Effective Amendment ("POS AM") is submitted by companies that have filed a prospectus for registration with the U.S. Securities & Exchange Commission. It is a post-effective amendment to a registration statement that is not immediately effective upon filing.
A POS AM also allows a company registered with the SEC to update or amend its prospectus.
SEC Filing Form PRE14A
The Preliminary 14A (“PRE14A”) must be filed when a shareholder vote is required on an issue not related to a contested matter or merger/acquisition.
The PRE14A discloses all relevant details related to the issues being put forward for a shareholder vote. It can include the announcement of annual meetings, election of directors, issuance of stock, changes to a company’s articles of incorporation, shareholder proposals and/or board compensation.
A PRE14A is filed by a company before filing a DEF14A.
SEC Filing Form PREM14A
The Preliminary Proxy Statement related to a Merger or Acquisition (“PREM14A”) must be filed when a shareholder vote is required on an issue related to a merger or acquisition.
The specific number of shares that are eligible to vote and the actual date of the proxy vote are left blank as placeholders in the preliminary proxy. This information is then provided in the Definitive Proxy Statement related to a Merger or Acquisition (“DEFM14A”).
SEC Filing Form S-1
The Form S-1 shall be used for the registration of securities of all registrants for which no other form is authorized or prescribed, except that this Form shall not be used for securities of foreign governments or political subdivisions thereof or asset-backed securities.
SEC Filing Form SC 13D
The Schedule 13D ("SC 13D") is required when a person or group acquires more than 5% of any class of a company’s shares. This information must be disclosed within ten (10) days of the transaction. Rule 13D requires the owner to also disclose any other person who has voting power or the power to sell the security. Follow this link to the SEC’s website for more information: http://www.sec.gov/answers/sched13.htm.
SEC Filing Form SC 13G
The Schedule 13G ("SC 13G") is similar to the Schedule 13D in that it is used to report a party’s ownership of stock that is over 5% of the company. A SC 13G is shorter and requires less information from the filing party. Ownership of over 5% in a publicly traded stock is considered to be significant ownership and therefore must be reported to the public. There are several ways for an investor to be eligible to file a SC 13G rather than a SC 13D.
An investor who is a “qualified institutional investor” is:
- Brokers, banks, investment advisors, or other types of institutions
- The types of investors who must file an initial SC 13G with the SEC within forty-five (45) days of the end of the calendar year in which they exceeded the 5% ownership threshold.
An investor who is a “passive investor” is an individual who:
- Has not acquired the securities with the purpose of changing or influencing the control of the issuer
- Does not directly or indirectly beneficially own more than 20% of the issuer’s securities
- Must file an initial SC 13G with the SEC within ten (10) days of crossing the 5% ownership threshold
Follow these links to the SEC’s website for more information:
SEC Filing Form SD
The Form SD is required to be filed by any company that manufactures products in which conflict minerals are necessary to the functionality or production of the products. Conflict minerals are defined by the SEC as gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten. For products that contain any of these conflict minerals, the issuer must conduct a reasonable country of origin inquiry to determine whether any of these minerals originated in the Democratic Republic of the Congo or any of the nine adjoining countries (Central Africa Republic, South Sudan, Zambia, Angola, The Republic of the Congo, Tanzania, Burundi, Rwanda and Uganda) and therefore may have financed militant groups in that region.
SEC Filing Form TA-1
The Form TA-1 is used to apply for registration as a transfer agent before performing transfer agent functions and to amend registration information as necessary.
Registration is with one of the following federal financial regulators:
- Comptroller of the Currency
- Board of Governors of the Federal Reserve System
- Federal Deposit Insurance Corporation (“FDIC”)
- Securities and Exchange Commission (“SEC”)
The registration information that is collected includes the company name, all business addresses and information about the registrant’s proposed activities as a transfer agent.
This form is required of transfer agents pursuant to Section 17A(c) of the Securities Exchange Act of 1934.
SEC Filing Form TA-2
The Form TA-2 is an annual report for reporting activities of transfer agents.
These activities comprise of some of the following between issuing companies and security holders:
- Recording transactions
- Incorporating ownership changes
- Canceling and issuing certificates
- Processing investor mailings
- Distributing dividends and interest payments to investors
As is with a Form TA-1, a Form TA-2 is also submitted to one of the four regulatory agencies.