SEC staff updates Financial Reporting Manual

Published on: 27 Aug 2015

Earlier this week, staff from the SEC’s Division of Corporation Finance (the “Division”) updated paragraphs 1320.3 and 1320.4 of its Financial Reporting Manual1 to clarify that “[g]enerally, the Division of Corporation Finance will not issue comments asking a delinquent registrant to file separately all of its delinquent filings if the registrant files a comprehensive annual report on Form 10-K that includes all material information that would have been included in those filings.” Previously, registrants sought such an accommodation in writing from the Division’s office of the chief accountant.

The updates also reiterated that a registrant’s filing of a comprehensive annual report on Form 10-K in those circumstances does not (1) absolve it of any Exchange Act liability arising from its failure to file all required reports or shield it from any related enforcement actions; (2) make it “current” for Regulation S, Rule 144, or Form S-8 filings; or (3) affect its inability to use Form S-3 until it satisfies the timely-filer requirements.


1 Division of Corporation Finance Financial Reporting Manual. The manual includes staff interpretations that, although helpful, are not authoritative. Before reaching any conclusion about appropriate financial reporting, registrants should carefully analyze their specific facts and circumstances, and authoritative accounting literature and SEC requirements.

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