Planning for a registration statement includes assessing which financial statements are required to be included. Rule 3-12 of Regulation S-X (Rule 3-12) describes the age of financial statements to be included in a registration statement in order for it to be declared effective. The age of financial statements is measured from the last balance sheet date to the date of effectiveness of the registration statement. Annual financial statements must be audited and the date of effectiveness must be within one year and 45 days from the audited balance sheet date. Additional unaudited interim financial statements are required if the date of effectiveness is more than 134 days past the audited balance sheet date.
Other factors are considered when determining which financial statements to include in a registration statement, including filing status of the company, acquisitions of and investments in other businesses, pro forma financial statement requirements, and supplemental schedule requirements. This calendar does not consider all factors and specific circumstances.
The table below demonstrates the application of Rule 3-12 to a calendar year-end U.S. issuer company and identifies the last day a registration statement is able to be declared effective. The dates of annual statements represent the last date a filing without additional interim financial statements would be deemed valid.
2023 Financial Statement Filing Deadlines and Staleness Calendar
Dates that fall on Saturday, Sunday, or holidays have been adjusted to the next business day.
See Rule 417 of the Securities Act of 1933, as amended.
Definitions:
Large Accelerated – A filer with $700 million or more of public float as of the last day of the most recent second fiscal quarter. Existing status requires consideration of other thresholds. See section 12b-2 of the Securities Exchange Act of 1934, as amended.
Accelerated – A filer with at least $75 million and less than $700 million of public float as of the last day of the most recent second fiscal quarter. Existing status requires consideration of other thresholds. See section 12b-2 of the Securities Exchange Act of 1934, as amended.
Loss Corporation – A company that does not expect to report positive income after taxes but before extraordinary items and the cumulative effect of a change in accounting principles for the most recently ended fiscal year and at least one of the two prior fiscal years. Loss Corporations may not make a filing after 45 days after the company’s fiscal year-end without audited financial statements for such year. See paragraph (b) of Rule 3-12 and paragraphs (c)(1) and (c)(2) of Rule 3-01 of Regulation S-X (Rule 3-01).
Delinquent filers – A company that does not meet the requirements of paragraph (c)(1) of Rule 3-01, which requires that the following condition is met: “A registrant that files annual, quarterly and other reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 and all reports due have been filed”.
