Filing Requirements for Publicly Traded Companies: Legal Services

As a publicly traded company, complying with legal requirements is critical to maintaining transparency, protecting your investors, and ensuring that your business remains in good standing with regulators. At Randall & Associates, we specialize in navigating the complex regulatory landscape for publicly traded companies. Our experienced legal team is here to help your company stay compliant with both federal and state securities laws, including the filing requirements mandated by the U.S. Securities and Exchange Commission (SEC) and state regulatory bodies.

Understanding SEC Filing Requirements for Public Companies

The SEC regulates publicly traded companies to ensure transparency and protect investors. The following filings are mandatory for companies listed on public exchanges like the NYSE or NASDAQ:

1. Annual Reports (Form 10-K)

The Form 10-K is a comprehensive report filed annually by publicly traded companies. It includes detailed information about the company’s financial performance, risk factors, and corporate governance. The Form 10-K must be filed within a specific timeframe depending on the company's size:

• Large Accelerated Filers: 60 days after the fiscal year-end

• Accelerated Filers: 75 days after the fiscal year-end

• Non-Accelerated Filers: 90 days after the fiscal year-end

Failure to file a timely 10-K may result in penalties or suspension from public trading.

2. Quarterly Reports (Form 10-Q)

Public companies are required to file Form 10-Q every quarter, detailing their financial performance for that period. This form is less comprehensive than the 10-K but must be submitted for the first three fiscal quarters of the year. Deadlines vary as follows:

• Large Accelerated Filers: 40 days after the quarter-end

• Accelerated Filers: 40 days after the quarter-end

• Non-Accelerated Filers: 45 days after the quarter-end

We ensure that your 10-Q filings are timely and compliant with the latest SEC requirements.

3. Current Reports (Form 8-K)

Form 8-K is used to notify the SEC of any major events or corporate changes that could be material to shareholders, such as mergers, acquisitions, or changes in executive leadership. Companies must file Form 8-K within four business days of the triggering event. Timely reporting is critical to avoiding penalties and ensuring that investors are well-informed.

4. Proxy Statements (Schedule 14A)

Before holding annual or special meetings, publicly traded companies are required to file a proxy statement (Schedule 14A) to provide shareholders with information on matters to be voted on. This includes executive compensation, board of director nominations, and corporate governance issues. Proxy statements must be filed at least 10 days before the meeting date to ensure adequate notice.

5. Insider Trading Reports (Forms 3, 4, and 5)

Corporate officers, directors, and significant shareholders (owning 10% or more of the company) are required to file Forms 3, 4, and 5 to disclose their stock transactions. This ensures transparency around insider trading and helps maintain investor confidence.

• Form 3: Filed when an individual becomes an insider

• Form 4: Filed when there are changes in insider ownership (within two business days of the transaction)

• Form 5: An annual statement required for certain transactions not reported on Form 4

State Securities Filing Requirements ("Blue Sky Laws")

In addition to federal SEC requirements, each state has its own securities laws, commonly referred to as "Blue Sky Laws." These laws are designed to protect investors from fraudulent sales practices and require companies to register their securities offerings within each state. The requirements vary by state, but most states require public companies to submit registration statements and periodic filings similar to the SEC’s requirements.

At Randall & Associates, we handle the intricacies of state-level compliance, ensuring your business adheres to:

• Initial State Registration: Ensuring compliance with state securities commissions when initially offering securities within a particular state.

• Ongoing Reporting: Filing periodic reports with state regulatory bodies, including annual updates or renewals of state registrations.

• Exemption Filings: Assisting in securing exemptions from state registration under certain conditions, such as offerings under Rule 506 of Regulation D, including state versions of the FORM D.

Our attorneys work closely with your company to determine which state-specific laws apply and help you fulfill the necessary filing requirements.

We are well-versed in the filing requirements for publicly traded companies and understand the challenges businesses face in keeping up with the ever-evolving securities laws. Our legal services include:

• Comprehensive Compliance Audits: We conduct thorough audits of your current filings to identify potential compliance issues before they become costly problems.

• Filing Assistance: Our team will help you prepare and file all necessary reports and forms with the SEC and state regulators, ensuring timely and accurate submissions.

• Advisory Services: We provide ongoing counsel on regulatory changes and corporate governance best practices to keep your company in compliance.

• Representation in SEC Investigations: In the event of an SEC investigation, our experienced litigators will represent your company and work to resolve any legal challenges efficiently.

Contact Us

Ensure your publicly traded company meets all filing requirements and stays in compliance with securities laws. Contact Randall & Associates today for a consultation. Our attorneys are ready to assist with all your regulatory and compliance needs. Call 435 612-044 or click here for a consultation.