What qualifies as large accelerated filer?

Published by Anaya Cole on

What qualifies as large accelerated filer?

A large accelerated filer must have an aggregate worldwide public float of $700 million or more, as of the last business day of its most recently completed second fiscal quarter, and also satisfy the second and third conditions above.

Which threshold is not a requirement to meet the definition of a large accelerated filer as defined in Rule 12b-2 of the Exchange Act?

Rule 12b-2 defines a “large accelerated filer” in the same manner except that the issuer’s public float must be $700 million or more.

How do I check my SEC filing status?

A company’s status can be determined by using public float and annual revenue numbers to work from left to right across a row in Table 1. For example, a company with a public float of $215 million and $110 million in annual revenue would fall into the third row of Table 1, qualifying as an SRC and accelerated filer.

Who are non-accelerated filers?

Non-Accelerated Filer – a public float of less than $75 million, qualifies as an SRC under the SRC revenue test referenced below or does not otherwise meet the requirements of a large accelerated filer or an accelerated filer.

What is an affiliate SEC?

The term “affiliate” is defined in Rule 405 promulgated under the Securities Act of 1933 as “a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified”.

What is a 12B security?

Under Section 12(b) of the Securities Exchange Act, when an issuer files to register their security with the Securities Exchange Commission (SEC) they must provide pertinent financial data.

What is a 10 12G filing?

SEC Form 10-12G is a filing with the Securities and Exchange Commission (SEC), also known as the General Form for Registration of Securities. This form is required when a corporation wishes to register a class of securities according to Section 12(b) or (g) of the Securities Exchange Act of 1934.

Can you be an accelerated filer and a SRC?

An issuer can continue to be both an accelerated filer and an SRC (see Table 1 below). [3] Qualifying as an SRC, however, is not the trigger that determines the ICFR auditor attestation requirement. Issuers meeting the definition of an SRC, however, qualify for certain scaled disclosure requirements.

Can you be both an accelerated filer and a smaller reporting company?

A registrant may qualify as a smaller reporting company at the same time it may also qualify as an accelerated filer, large accelerated filer, or non-accelerated filer. This memorandum is a summary for general information and discussion only and may be considered an advertisement for certain purposes.

Who counts as an affiliate?

What Is an Affiliate? Affiliate is used primarily to describe a business relationship wherein one company owns less than a majority stake in the other company’s stock. Affiliations can also describe a type of relationship in which at least two different companies are subsidiaries of the same larger parent company.

Who is considered an affiliated person?

(3) “Affiliated person” of another person means (A) any person directly or indirectly owning, controlling, or holding with power to vote, 5 per centum or more of the outstanding voting securities of such other person; (B) any person 5 per centum or more of whose outstanding voting securities are directly or indirectly …

How often are 12B 1 fees paid?

Loads are a fixed amount charged at the account level, and each investor pays only for his costs. On the other hand, 12b-1 fees are charged annually at the fund level, and investors may pay for other investors’ costs.

What is a 12B 25 filing?

Also known as the Notification of Late Filing, SEC Form 12b-25 is filed with the Securities and Exchange Commission (SEC) by a company that determines it is unable to file a required periodic report when it is due without unreasonable effort or expense for SEC Form 10-K, 20-F, 11-K, N-SAR, N-CSR, 10-Q or 10-D.

What is SEC Form 10 12B?

SEC Form 10-12B is a filing required by the Securities and Exchange Commission (SEC) when a public company issues a new stock through a spinoff. The SEC requires parent companies to register the securities to be spun off and to disclose information about the spinoff to its shareholders and the public.

What does 240 12b-2 mean?

§ 240.12b-2 Definitions. Unless the context otherwise requires, the following terms, when used in the rules contained in this regulation or in Regulation 13A or 15D or in the forms for statements and reports filed pursuant to sections 12, 13 or 15 (d) of the act, shall have the respective meanings indicated in this rule: (1) Accelerated filer.

What is rule 12b-31 of the Federal Reserve Act?

Rule 12b-31 — Omission of substantially identical documents. Rule 12b-33 — Annual reports to other Federal agencies. Rule 12b-36 — Use of financial statements filed under other acts. Rule 12b-37 — Satisfaction of filing requirements.

What is rule 12b-10 of the Federal Contracting Act?

Rule 12b-10 — Requirements as to proper form. Rule 12b-11 — Number of copies; signatures; binding. Rule 12b-12 — Requirements as to paper, printing and language. Rule 12b-13 — Preparation of statement or report.

What are the requirements of Exchange Act Section 13 (a) and 15 (D)?

The issuer has been subject to the requirements of Exchange Act Section 13 (a) or 15 (d) for a period of at least twelve calendar months. Same. The issuer has filed at least one annual report pursuant to Exchange Act Section 13 (a) or 15 (d). Same.

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