2022 SEC Filing Deadlines and Financial Statement Obsolescence Dates Calendar Year Business Filing Deadlines1 – Corporate / Commercial Law

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* Declaration of definitive power of attorney (DEF 14A): If Form 10-K incorporates information from Part III of the proxy statement, either the proxy statement must be filed before May 2 (120 days after fiscal year end) or the 10-K must be amended before this date to add the information in Part III. .

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Late filing reports: A notification of failure to timely file all or part of a report on Form 10-K, 10-Q, 20-F or 11-K must be filed by 5:30 p.m. Eastern Time, no later than the business day following the initial maturity date (Securities Exchange Act Rule 12b25).

Financial statement obsolescence dates for businesses in the calendar year3

Financial statements are considered to be out of date under the rules of the United States Securities and Exchange Commission (SEC) when they are too old to be used in a prospectus or proxy circular. Therefore, if the financial statements are out of date, an issuer should file the most recent required financial statements before using a prospectus or proxy circular. The deadlines vary depending on the type of transmitter.

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Special arrangement for off-peak periods:Obsolescence dates and deadlines on Form 10-Q do not always match, resulting in waiting periods during which registration statements may not be filed or declared effective. SEC staff typically welcome repeat issuers who have filed on time within the past 12 months by ensuring that the obsolescence date is the same as the 10-Q deadline. The SEC may require the issuer to confirm that the 10-Q will be filed in a timely manner after it becomes effective and that there has been no material trend, event or transaction since the date of the last balance sheet included in the deposit that would materially affect an investor’s understanding of the financial condition and results of operations of the issuer.

Foreign private issuers (REITs)

Generally, audited financial statements of REITs become stale after 15 months, and interim financial statements (spanning at least 6 months) become stale after 9 months, subject to the exceptions noted below.seven

EXCEPTIONS

  • The 15-month and 9-month periods are extended to 18 months and 12 months, respectively, for the following offers: (1) exercise of outstanding rights granted pro rata to all existing security holders; (2) dividend or interest reinvestment plans; and (3) conversions of outstanding convertible securities or the exercise of outstanding transferable warrants.
  • On an initial public offering of a non-public REIT in any jurisdiction, the audited financial statements become stale after 12 months, unless the REIT represents sufficiently to the SEC: (1) compliance n ‘is required in no other jurisdiction and (2) it is impractical or involves undue hardship.
  • If financial information for an annual or interim period that is more up-to-date than that otherwise required is made available in a jurisdiction, that information should be included. New financial information does not need to be reconciled with US generally accepted accounting principles (GAAP), but narrative explanations of differences in accounting principles should be provided and significant new reconciling items should be quantified; however, these requirements do not apply to issuers who file audited financial statements prepared in accordance with International Financial Reporting Standards (IFRS).

Edgar Hours of Operation

EDGAR deposits can be made from 6:00 a.m. to 10:00 p.m. EST on weekdays (excluding federal holidays). Deposits submitted after 5:30 p.m. Eastern Time receive the filing date of the next business day (with the exception of Section 16 filings and filings under Rule 462 (b), which receive the actual filing date).

Footnotes

1 Dates reflect filing deadlines in light of weekends and federal holidays (Securities Exchange Act Rule 0-3 (a)).

2 Form 10-K is due 60 days, 75 days and 90 days after year end for large expedited filers, expedited filers and all other filers, respectively. Form 10-Q is due 40 days after the end of the fiscal quarter for large accelerated and expedited filers and 45 days after the end of the fiscal quarter for all other filers.

3 Dates reflect obsolescence in light of weekends and federal holidays (Securities Act Rule 417).

4 SX Regulation Rule 3-12.

5 Regulation SX Rules 3-01 (c) and 3-12 (b).

6 SEC Division of Corporation Finance, Financial Reporting Manual (FRM) Section 1220.5, available at https://www.sec.gov/divisions/corpfin/cffinancialreportingmanual.pdf.

7 Regulation SX Rule 3-12 (f), Item 8 of Form 20-F and FRM Section 6220.

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This article by Mayer Brown provides information and commentary on legal issues and developments of interest. The foregoing does not constitute a complete treatment of the matter at hand and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action on the matters discussed in this document.

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