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  Financial reporting for America's small businesses

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5 July 2007 SEC proposes consolidation of Regulation S-B rules into Reg. S-K

27 June 2007 SEC proposes reducing holding periods under Rule 144

15 Dec. 2006 SEC again extends Section 404 compliance date for non-accelerated filers

Archives: 2005



SEC extends Section 404 compliance date one year for small and other issuers.

Washington, D.C., March 2, 2005 - The SEC has further extended the compliance dates for non-accelerated filers and foreign private issuers regarding changes to its rules under the Securities Exchange Act of 1934, pursuant to Section 404 of the Sarbanes-Oxley Act.  The amendments require a company to include in its annual reports a report by management on the company's internal control over financial reporting and an accompanying auditor's report.

Under the extension announced today, a company that is not required to file its annual and quarterly reports on an accelerated basis (non-accelerated filer) and a foreign private issuer filing its annual reports on Form 20-F or 40-F, must begin to comply with the internal control over financial reporting requirements for its first fiscal year ending on or after July 15, 2006.  This is a one-year extension from the previously established July 15, 2005, compliance date for these issuers. The Commission similarly has extended the compliance date for these companies relating to requirements regarding evaluation of internal control over financial reporting and management certification requirements. 

Two other initiatives are also underway that may affect non-accelerated filers.  First, the Commission has established an SEC Advisory Committee on Smaller Public Companies to assist the Commission in evaluating the current securities regulatory system relating to smaller public companies, including the internal control requirements.  Second, the Committee of Sponsoring Organizations (COSO) has established a task force to develop new guidance for smaller companies that it intends to publish this summer.

Companies that did not meet the definition of an accelerated filer for their most recent fiscal year must reassess their filer status annually using their public equity float - the aggregate market value of their voting and non-voting common equity held by non-affiliates as of the last business day of their second fiscal quarter in 2005.  As an example, a calendar year company that did not meet the definition of an accelerated filer for 2004 but does meet the definition for 2005, using its public equity float as of June 30, 2005, is required to include a Section 404 report in its annual report for the year ending December 31, 2005.  A company that currently meets the definition of an accelerated filer would continue to be an accelerated filer until it becomes eligible to use small business issuer forms.