Frequently Asked Questions
How many days to file a Form 10-Q, Form 10-K, and Form 20-F?

10-Q is 45 calendar days, 10-K is 90 calendar days, 20-F filers is 4 months. This is the rule for filers who are not classified as accelerated filers.

Non-Accelerated Filers:

10-Q - 45 calendar days
10-K - 90 calendar days

Accelerated Filers:

10-Q: 40 calendar days
10-K: 75 calendar days

Large Accelerated Filers:

10-Q: 40 calendar days
10-K: 60 calendar days

For 20-F filers it's 4 months.

Note, that for deadlines that fall on a weekend day like Saturday or Sunday, the deadline is the following Monday, and the same goes for US Federal holidays, where the filing deadline would become the next business day when the EDGAR system is open.

How many days do I have to file, after filing a Notification of Late filing?

You have five calendar days for a 10-Q, fifteen calendar days for a 10-K, and fifteen calendar days for a 20F. The extension period provided under Rule 12b-25 is the same for large accelerated, accelerated, and non-accelerated filers.

Example: If your quarterly period is March 31, your deadline would be May 15. If you file a Notification of Late Filing (Form type: 12b25) than your deadline is May 20. Note, the Notification of Late Filing has to be filed within 24 hrs of the deadline, which in this case would be May 16 before the SEC deadline for that day (5:30 PM EST).

Another Example: If your year end is December 31 (10-K filer), and you're a non-accelerated filer, than your deadline for filing would be March 31 in a non-leap year. March 30 in a leap year. Filing a Notification of Late Filing (Form type: 12b25) would give you an extra 15 days, so your filing would have to be done by April 15 (non leap year) or April 14 (leap year).

What is the requirement in regards to SEDAR filings in repect to EDGAR, if your company is required to file with the SEC?

The general rule is everything filed on SEDAR has to also be filed on EDGAR.

About the only exceptions are forms specific to the SEDAR system, that are not material in nature. All financial information, news releases, proxy materials, etc., have to be filed on EDGAR if filed on SEDAR.

How are amended filings handled with the SEC?

In most cases, the form type has a '/A' added to the form name on the cover page. If the amended filing is being filed at the request of an SEC reviewer than there are important considerations to take into account.

The form type will be different also, for ex: Form 10-Q has an amended type of Form 10-Q/A.

Most SEC reviewers will provide an itemized list requesting changes to the document. Those changes can be made, or an explaination can be provided to the SEC as to why the change was not made. Whether the change is made or not, a response has to be given to the reviewer for every question they ask. This document listing each question and their answers is a response letter, and has to be filed as a form or type CORRESP (correspondance). The norm is to file the response letter with the document being amended, but it can be filed seperatedly.

CORRESP (correspondance) filings are non-public filings, meaning it cannot be seen by the public looking at the company's filings on the SEC website. Important!: the SEC may make the CORRESP filing public if they deem it important for the public to know such information.

The SEC reviewer likes to see the changes done to the amended document and this is done through redlining. Technically this is done, by surrounding the changed section of the document with R tags, which are embedded in the HTML code. Such tags are hidden from the public who view the document on the SEC website, but they are visible to the SEC reviewer by viewing the document through a special software program. The see the changed section as redline markup.

Note, that exhibits and the financial section of a document do not have to be R tagged, even if changes are requested in those sections.

Some people like to create a redline document in PDF, created from Microsoft Word, showing the MS WORD track changes. Only problem with this, is that the SEC reviewer may reject it, as it does go against the SEC filing rules.

Some amendments are filed by the company because of an internal decision from the company itself to do so, and not at the request of the SEC. Such documents don't have to be R tagged, and no response letter is needed, but the norm is to provide an explanatory note below the cover page explaining why the amended filing is being done. The explainatory note is not required but is a courtesy to the shareholders/public.

The norm with most filings is the words "Amendment No. #" is added to the cover page, below the form type name, with # corresponding to the numbered amendment being made. It's not unusual for multiple amended filings to be made, until the SEC reviewer is satisfied you have met all your reporting requirements.

What are certifications, and what are some important considerations in regards to them?

Certifications are the signed documents by the main officers of the company stating that the information being provided is to the best of their knowledge true and accurate. This requirement became a SEC rule with the Sarbanes-Oxley Act of 2002.

Usually the CEO and the CFO are the signatories of these documents. The CEO and CFO can either be different people or the same person. Many times companies will have an 'acting' person in these positions who are authorized to sign.

Electronic signatures on the EDGAR system is presented in the format: /s/ John Smith
Electronic signatures on the SEDAR system is presented in the format: "John Smith", and many times SEDAR documents filed on EDGAR will keep the same format.

These signatures represent the physical paper equivalent that is kept at the company's office or at their legal counsel offices. The signing date on the certifications has to correspond with the date that is on the paper original.

On the EDGAR system, the signature dates is usually the same date as the filing date, but this is not a requirement.

For 10-Q, and 10-K's the certifications are usually filed with the exhibit numbers 31.1, 31.2, 32.1, and 32.2:

  1. 31.1 - CEO certification
  2. 31.2 - CFO certification
  3. 32.1 - CEO certification
  4. 32.2 - CFO certification

For 20-F, and 40-F the certifications are usually filed with the exhibit numbers 12.1, 12.2, 13.1, and 13.2:

  1. 12.1 - CEO certification
  2. 12.2 - CFO certification
  3. 13.1 - CEO certification
  4. 13.2 - CFO certification

The wording of certifications has to correspond with SEC requirements, and contacting the SEC or a securities lawyer is needed in such matters.

What are the EDGAR system hours of operation, and federal holidays when the SEC EDGAR system is closed?

The daily hours of operation for filing on the EDGAR system is from 3 AM EST (6 AM PST) to 10 PM EST (7 PM PST).

Note, that the EDGAR system is closed outside of the hours listed above, and closed on federal holidays. That means no filings can be submitted to the EDGAR system, as the system is not available at those times.

Source: https://www.sec.gov/edgar/filer-information/calendar

How do I tell if a company's shares are registered under 12(g) of the act or 12(b)?

To determine whether a company's shares are registered under Section 12(g) or Section 12(b) of the Securities Exchange Act of 1934, you can look at the company's filings on the SEC's EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system. Here's how you can do it:

  1. Access the SEC's EDGAR Database: Go to the SEC's EDGAR database website (https://www.sec.gov/edgar).
  2. Search for the Company: Use the EDGAR search tool to find the company's filings. You can search by the company's name or ticker symbol.
  3. Locate the Latest Form 10-K or Form 20-F: The annual report filed by a company typically contains information about its registration status under the Securities Exchange Act. Look for the company's most recent Form 10-K (for U.S. companies) or Form 20-F (for foreign companies).
  4. Review the Annual Report: Once you've located the annual report, open it and navigate to the relevant section, which is usually in the "Item 5 - Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" or a similar section. This section typically provides information about the company's securities registration status.
  5. Check the Section 12(b) or 12(g) Status: Within the section mentioned above, you should see information about whether the company's securities are registered under Section 12(b) or Section 12(g) of the Securities Exchange Act. It will typically state something like "Our common stock is registered under Section 12(b) of the Securities Exchange Act of 1934."
  6. Review Other Filings: If you can't find this information in the annual report, you can also check the company's other filings, such as its Form 10-Q or Form 8-K, which might provide this information as well.

Remember that a company may be subject to different sections of the Securities Exchange Act depending on various factors, such as the number of shareholders it has and whether it is a U.S. or foreign company. Reading the relevant sections of the company's filings should provide you with the necessary information about its registration status.