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Periodic Reporting Requirements and Disclosure Obligations Toolkit (Domestic Issuers)
Resources to assist domestic issuers and their counsel and securityholders in complying with the periodic reporting requirements and disclosure obligations of the Exchange Act and the rules and regulations of the national securities exchanges.
Under the Securities Exchange Act of 1934 ( www.practicallaw.com/5-382-3808) (Exchange Act), domestic issuers ( www.practicallaw.com/0-570-3066) that are reporting companies ( www.practicallaw.com/2-382-3758) with a class of securities registered under Section 12(b) or 12(g) of the Exchange Act (Section 12 Reporting Companies) or subject to Section 15(d) of the Exchange Act are required to file periodic reports with the Securities and Exchange Commission ( www.practicallaw.com/9-382-3806) (SEC), including:
Annual reports on Form 10-K ( www.practicallaw.com/7-382-3483) .
Quarterly reports on Form 10-Q ( www.practicallaw.com/5-382-3484) .
Current reports on Form 8-K ( www.practicallaw.com/4-382-3489) .
Iran notices (if applicable).
Form SD ( www.practicallaw.com/0-521-4859) (which issuers use to satisfy certain disclosure requirements relating to conflict minerals ( www.practicallaw.com/2-521-4858) ).
Section 12 Reporting Companies are also required to file proxy statements ( www.practicallaw.com/8-382-3722) on Schedule 14A ( www.practicallaw.com/5-382-3785) or information statements on Schedule 14C. Section 12 Reporting Companies that solicit proxies for a stockholders meeting at which directors will be elected must also deliver an annual report ( www.practicallaw.com/2-382-3230) to their stockholders and send seven copies of the report to the SEC.
In addition, officers, directors and certain large securityholders of Section 12 Reporting Companies are required to file:
The beneficial ownership reports required by Section 16 of the Exchange Act, including Form 3 ( www.practicallaw.com/2-382-3485) , Form 4 ( www.practicallaw.com/0-382-3486) and Form 5 ( www.practicallaw.com/8-382-3487) .
Reporting companies that are emerging growth companies ( www.practicallaw.com/3-518-8137) or smaller reporting companies ( www.practicallaw.com/4-382-3823) may use scaled reporting for their Exchange Act filings, including exemptions from certain provisions of Regulation S-K ( www.practicallaw.com/1-382-3749) .
If a domestic issuer is required to disclose material nonpublic information, it must comply with the requirements of Regulation FD ( www.practicallaw.com/9-382-3745) , which prohibits selective disclosure of material information to securities analysts and selected institutional investors. Companies that have a class of securities listed on a national securities exchange are also subject to the material nonpublic information disclosure requirements of the applicable exchange, including requirements relating to the timing and method of the disclosure.
This Toolkit includes links to a number of resources designed to assist domestic issuers and their counsel and securityholders in complying with the periodic reporting requirements and disclosure obligations of the Exchange Act and the rules and regulations of the national securities exchanges.
Section 16 ( www.practicallaw.com/0-601-1785) Beneficial Ownership Reporting and Disgorgement Training for Public Companies: Presentation Materials