What Is SEC Form 12b-25?
SEC Form 12b-25, often referred to as the Notification of Late Filing, is the document a public company must record with the Securities and Exchange Rate (SEC) when its anticipates missing the cut-off date for various key filings, identical to quarterly financial results.
By means of filing Form 12b-25, a company would most likely avoid penalties associated with failing to record slightly numerous required paperwork. Built-in on the form is an summary of why the late filing is taking place and whether or not or no longer or not the company expects any number one surprises compared to its prior three hundred and sixty five days’s filing of the specified form.
Key Takeaways
- SEC Form 12b-25, or Notice of Late Filing, is a document companies must record with the SEC when they’ll pass over a filing cut-off date.
- SEC Form 12b-25 is wanted if publicly-traded companies will pass over filing their 10-Q and 10-Good enough financial opinions by means of cut-off date.
- Firms filing the form must provide a explanation why for the late filing and explain any possible surprises compared to its prior three hundred and sixty five days’s filing.
How SEC Form 12b-25 Works
The SEC calls for companies to periodically disclose financial statements so patrons may just make a professional possible choices. Consumers will typically scrutinize a company’s quarterly 10-Q and annual 10-Good enough opinions forward of buying equity shares or corporate bonds. The SEC helps to facilitate correct disclosure of monetary knowledge. Firms must record financial leads to a decided on construction and by means of specific time limits in every single place the three hundred and sixty five days.
If a company cannot meet a cut-off date, it would record Form 12B-25. When filing the Notification of Late Filing, the registered corporate must provide details along with whether or not or no longer “all other periodic opinions required underneath Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 in every single place the former twelve months” or for a shorter period had been filed as required. The filing of SEC Form 12b-25 provides an extension of five or 15 calendar days, depending on the related form.
The filer may be required to record if it is “anticipated that any vital alternate in results of operations from the corresponding period for the remaining fiscal three hundred and sixty five days may well be reflected by means of the source of revenue statements to be integrated throughout the matter record.” If that is so, the filer is had to glue “an explanation of the expected alternate, each and every narratively and quantitatively, and, if appropriate, state the reason why an reasonably priced estimate of the results cannot be made.”
The SEC Form 12b-25 must be signed by means of an executive officer of the registrant or by means of any other duly authorized advisor and is typically filed electronically the usage of the SEC’s EDGAR machine.
Other Filings that Require SEC Form 12b-25
In conjunction with the 10-Good enough and 10-Q, there are a number of different forms the SEC requires to be filed in a smartly timed manner. If those filings are late, the company must record a Form 12b-25. The ones forms include:
Form 20-F
Form 20-F helps to standardize the financial reporting of foreign-based companies so that patrons can accurately analyze their numbers and read about them to their U.S.-based counterparts.
Form N-CSR
Form N-CSR is a type for registered investment keep an eye on companies requiring them to record inside 10 days of the release of annual and semiannual opinions to shareholders.
Form 11-Good enough
Form 11-Good enough is had to be filed every three hundred and sixty five days by means of publicly-traded companies. The 11-Good enough lists employee stock purchases and activity in monetary financial savings plans along with employee stock ownership plans (ESOPs).
Form 10-D
Form 10-D is wanted for specific companies to tell patrons and regulators of dividend and capital distributions. Dividends are typically cash expenses made to shareholders by means of companies.
Benefits of SEC Form 12b-25
SEC Form 12b-25 is maximum frequently considered a pink flag, indicating a company may well be experiencing difficulties. It might recommend the company isn’t ready to keep an eye on basic tasks, or the danger the late filing is as a result of the company experiencing number one financial trouble.
SEC Form 12b-25 calls for companies to suggest whether or not or no longer any number one changes from the prior three hundred and sixty five days’s record are expected. It is going to be vital that consumers evaluation this filing when they change into conscious about it.
