TYTEOH LOGO

SEC Filer Categories and Filing Deadlines for U.S. Domestic Issuer vs Foreign Private Issuer (FPI)

SEC reporting requirements and filing deadlines differ based on a company’s filer category and issuer status. Understanding the distinctions between U.S. Domestic Issuers and Foreign Private Issuers (FPIs) is essential for maintaining compliance with applicable SEC reporting obligations.

1. Large Accelerated Filer

Definition
A company is a Large Accelerated Filer if it:

  1. Has a public float of US$700 million or more;
  2. Has been subject to SEC reporting requirements for at least 12 calendar months;
  3. Has filed at least one annual report (Form 10-K); and
  4. Is not eligible as a smaller reporting company under certain SEC tests.

Public Float
Public float means: The aggregate worldwide market value of voting and non-voting common equity held by non-affiliates (public shareholders).

Usually calculated as:
Share price × publicly held shares
Measured on the last business day of the company’s second fiscal quarter.

Filing Deadline for U.S. Domestic Issuer
  • Form 10-K: within 60 days after fiscal year-end
  • Form 10-Q: within 40 days after quarter-end

2. Accelerated Filer

Definition A company is an Accelerated Filer if it:

  1. Has a public float of US$75 million to less than US$700 million;
  2. Has been reporting with the SEC for at least 12 months;
  3. Has filed at least one annual report; and
  4. Does not qualify as a Large Accelerated Filer.

Filing Deadline for U.S. Domestic Issuer
  • Form 10-K: within 75 days after fiscal year-end
  • Form 10-Q: within 40 days after quarter-end

3. Non-Accelerated Filer

Definition A company is a Non-Accelerated Filer if it:

  1. Has a public float below US$75 million; OR
  2. Does not yet meet the SEC reporting history requirements for accelerated filer status.

This category commonly includes:

  • Newly public companies
  • Small-cap issuers
  • Early-stage issuers

Filing Deadline for U.S. Domestic Issuer
  • Form 10-K: within 90 days after fiscal year-end
  • Form 10-Q: within 45 days after quarter-end

4. Summary Table

Category Public Float 10-K Deadline 10-Q Deadline
Large Accelerated Filer≥ US$700M60 days40 days
Accelerated FilerUS$75M – < US$700M75 days40 days
Non-Accelerated Filer< US$75M90 days45 days
Filing Deadline for Foreign Private Issuer (FPI)
Current SEC Rule: Most FPIs filing Form 20-F must file within 4 months after fiscal year-end, this applies broadly to FPIs regardless of accelerated filer status.

Which Filer Categories Are Subject to SOX for both U.S. Domestic and Foreign Private Issuer (FPI)?

Category SOX Applies? External Auditor ICFR Attestation Required?
Large Accelerated Filer✔ Yes✔ Yes
Accelerated Filer✔ Yes✔ Yes
Non-Accelerated Filer✔ Yes✘ Generally exempt from SOX 404(b) auditor attestation
SOX compliance refers to compliance with the Sarbanes-Oxley Act (“SOX”), a U.S. federal law enacted in 2002 after major accounting scandals such as:
  • Enron Corporation
  • WorldCom

The purpose of SOX is to:
  • Improve corporate governance
  • Enhance financial reporting reliability
  • Strengthen internal controls
  • Protect investors from fraud

SOX applies to companies listed in the U.S. and regulated by the Securities and Exchange Commission (SEC).

Key SOX Compliance Requirements

1. Internal Control Over Financial Reporting (ICFR)

Companies must establish and maintain effective internal controls over:

  • Financial reporting
  • Accounting processes
  • Disclosure controls

 

Important Distinction — SOX 302 vs SOX 404

SOX Section 302
Applies to almost all SEC reporting companies:

  • CEO/CFO certification
  • Disclosure controls

 

SOX Section 404(a)
Management must assess internal controls.

SOX Section 404(b)
External auditor attestation on ICFR effectiveness.
This 404(b) requirement mainly applies to:

  • Large Accelerated Filers
  • Accelerated Filers

 

Non-accelerated filers are generally exempt.

Simplified Summary

Item Large Accelerated Accelerated Non-Accelerated
SOX AppliesYesYesYes
CEO/CFO CertificationYesYesYes
Internal Control AssessmentYesYesYes
External Auditor ICFR OpinionYesYesUsually No
Compliance BurdenHighestHighLower

Download PDF

EN
CN
JN
Subscribe