SEC Clarifies Catch-Up Process for Delinquent Filers
The SEC recently provided guidance on how delinquent filers can come back into compliance without filing all of their missed Exchange Act reports. The process involves a catch-up filing of a Form 10-K for the most recently completed fiscal year with “all material information that would have been included in those filings.” Of course, the delinquent filer would also need to file any required Form 10-Qs for subsequent periods. The SEC’s discretion to permit a catch-up filing does not clear the company of potential liabilities and does not result in the company becoming “current” for purposes of Forms S-3 or S-8 or Rule 144. See the Financial Reporting Manual (links to updates at page 1 of the manual).