Reporting obligations because of
Securities Act registration
the staff declares your company's Securities Act registration statement effective, the Exchange Act requires you to
file reports with the SEC. The obligation to file reports continues at least through the end of the fiscal year in
which your registration statement becomes effective. After that, you are required to continue reporting unless you
satisfy the following "thresholds," in which case your filing obligations are suspended:
your company has
fewer than 300 shareholders of the class of securities offered; or
your company has
fewer than 500 shareholders of the class of securities offered and less than $10 million in total assets for
each of its last three fiscal years.
company is subject to the reporting requirements, it must file information with the SEC about:
directors, and certain shareholders, including salary, various fringe benefits, and transactions between the
company and management;
condition of the business, including financial statements audited by an independent certified public
position and material terms of contracts or lease agreements.
this information becomes publicly available when you file your reports with the SEC. As is true with Securities Act
filings, small business issuers may choose to use small business alternative forms and Regulation S-B for
registration and reporting under the Exchange Act.
Obligations because of Exchange
your company has not registered a securities offering, it must file an Exchange Act registration statement if:
it has more than $10
million total assets and a class of equity securities, like common stock, with 500 or more shareholders; or
it lists its
securities on an exchange or on Nasdaq.