Mandatory Filing with the SEC

An issuing company may become obligated to file reports with the SEC in one of several ways.

An issuing company’s obligation to file reports with the SEC begins sixty days after it first files a registration on Form 10, without reference to amendments.  The SEC file number for these mandatory reporting companies has a “000” or “001” prefix.  An issuing company who has had a “333” file number prefix can file a Form 8-A to obtain a “000” prefix.  These companies are “subject to” the SEC’s reporting requirement, or mandatory reporting companies.

An issuing company that is not already a mandatory reporting company, becomes one immediately upon the effective date of a registration statement on Form S-1 or an amendment.  However, the obligation continues only through the end of the fiscal year in which the registration becomes effective.  The SEC file number prefix for companies who have only a S-1 registration is “333”.  Mandatory reporting continues for any fiscal year on the first day of which the issuing company has 300 or more stockholders of record.  This information can be found in Item 5 of the annual report on Form 10-K.

In either case, the company must be “subject to” reporting for 90 days before Rule 144 can be used as it applies to such companies and for purposes of reducing the minimum holding period to six months.