SEC Registration & Reporting Compliance Checklist

Public companies with 0M+ in assets and 2,000+ shareholders (or 500+ non-accredited investors) must register under Section 12 of the Exchange Act. Investment advisers with 00M+ AUM must register with the SEC rather than state regulators. Misclassification of registration status is a threshold violation.

Investment advisers registered with the SEC must file Form ADV Part 1 annually via IARD. Part 2A (the firm brochure) must be updated annually and delivered to clients within 120 days of fiscal year end. Failure to file or material inaccuracies are a direct violation.

Large Accelerated Filers (>00M float): 60 days. Accelerated Filers (5M-00M): 75 days. Non-Accelerated Filers (<5M): 90 days. Missing the deadline triggers an 8-K disclosure requirement and can affect S-3 eligibility. Set deadline alerts 45 days before year end.

Large Accelerated and Accelerated Filers: 40 days. Non-Accelerated Filers: 45 days. Three 10-Qs per fiscal year (Q1, Q2, Q3) — no 10-Q for Q4, which is covered by the 10-K. Late filings require NT 10-Q disclosure and affect your SEC filing status.

Material events requiring 8-K disclosure include: entry into or termination of material agreements, earnings announcements, departures of directors/officers, amendments to articles of incorporation, and changes in fiscal year. The 4-day clock starts when the company concludes a definitive agreement or the event occurs.

Reg FD prohibits selective disclosure of material nonpublic information to analysts, institutional investors, or shareholders. If material information is accidentally disclosed, you must file a Form 8-K or press release simultaneously with a broad public disclosure. All IR communications must go through a documented approval process.

Insiders must file: Form 3 within 10 days of becoming an insider, Form 4 within 2 business days of any transaction, and Form 5 within 45 days of fiscal year end for exempt transactions. The company is responsible for ensuring insiders file on time.

Persons acquiring 5%+ of a public company's voting securities must file Schedule 13G (passive investors) within 10 days of calendar month end, or Schedule 13D (active investors) within 10 days of acquisition. Material changes require amendment within 2 business days (13D) or annual amendment (13G).

Any offer or sale of securities must be registered unless a valid exemption applies (Reg D, Reg A, Rule 144, Section 4(a)(2)). Unregistered offerings that do not qualify for an exemption expose the issuer to rescission liability and SEC enforcement. Document the exemption basis before any offering.

Public companies must maintain disclosure controls and procedures (DCPs) designed to ensure material information is captured and reported. CEO and CFO must certify DCPs are effective in each 10-K and 10-Q. Ensure your CEO/CFO understand what they are certifying before they sign.

Public companies must file a proxy statement at least 40 days before the annual shareholder meeting. Required disclosures include executive compensation (CD&A for accelerated filers), director independence, audit committee matters, and say-on-pay votes. Miss the deadline and your meeting may not be valid.

Investment advisers with custody of client assets must maintain them at a qualified custodian, provide quarterly account statements, and undergo an annual surprise examination by an independent public accountant. Advisers using the "inadvertent custody" exemption must confirm it applies quarterly.

Registered investment advisers and broker-dealers must have written compliance policies and procedures under Rule 206(4)-7 and FINRA Rule 3120. The CCO must annually review the program's adequacy and file a written report to senior management. Under-resourced CCO functions are an exam priority.

Public companies must file material contracts as exhibits to the 10-K. Contracts that have not been previously filed and are material (supply agreements, licensing agreements, credit facilities) must be filed. Redactions are permitted for competitively sensitive terms, but require a request for confidential treatment.

Reg D Rule 506(b) allows unlimited raise from accredited investors without general solicitation. Rule 506(c) permits general solicitation with verification of accredited status. Regulation A+ allows up to 5M from public with abbreviated registration. Verify your offering documents match the exemption requirements.

Private fund advisers with 50M+ in private fund AUM must file Form PF with the CFTC and SEC. Large hedge fund advisers (>.5B in hedge fund AUM) have quarterly filing obligations within 60 days of quarter end. Large liquidity fund advisers file within 15 days.

Any written or oral communication that omits a material fact necessary to make statements not misleading may constitute fraud under Rule 10b-5, even if each individual statement is technically true. Implement a two-step review process: legal review, then CFO approval for forward-looking statements.

Public companies must submit financial data in Inline XBRL format with their 10-K, 10-Q, and DEF 14A filings. Cover page XBRL tagging (company name, CIK, fiscal year end, SIC code) is required for all filers. Data quality issues in XBRL filings trigger SEC comment letters.

Related party transactions (loans to officers, contracts with affiliated entities, compensation arrangements with family members) must be disclosed in the proxy and 10-K under Reg S-K Item 404. GAAP ASC 850 also requires financial statement disclosure. Maintain a related party transaction register and review it quarterly.

Define trading blackout periods around earnings releases, material announcements, and SEC filing windows. Rule 10b5-1 plans allow insiders to pre-establish trading plans during open windows, providing an affirmative defense to insider trading claims. Review your policy against the SEC's 2023 amendments.

All Reg D offerings require a Form D filing on EDGAR within 15 days of the date of first sale. Some states require concurrent Blue Sky filings. Failure to file Form D does not disqualify the exemption but may disqualify the issuer from future Reg D offerings and triggers SEC investigation risk.

Since December 2023, public companies must disclose material cybersecurity incidents on Form 8-K within 4 business days of determining the incident is material. Annual 10-K filings must describe cybersecurity risk management processes, governance, and material incidents from the past year.