(1) Confirm your registration status: First, confirm your registration status to correctly complete your Form 10-K cover page. Determining the status of your filing is essential to determining the deadline for filing periodic returns for the fiscal year. For example, this year`s Form 10-K is due on March 1, 2022 for large accelerated filers, March 16, 2022 for accelerated filers, and March 31, 2022 for non-accelerated filers. For more information, please refer to the SEC`s Useful Compliance Guide and filing deadline information.1 Companies are required to provide a brief description of all securities registered under Section 12 of the Exchange Act (i.e., the information required under Section 202(a) through (d) and (f) of Regulation S-K) as an attachment to their Form 10-K. The securities covered by this investment are the same as those to be listed on the Form 10-K envelope. Although many companies have prepared this issuance for their Form 10-K 2019, the previously submitted attachment should be reviewed to determine the changes to the information required under point 202 of Regulation S-K. If there have been no changes since the previous filing, the Company may simply register with reference to the previously submitted attachment. (8) Covid-19 disclosure in Form 10-K: Now that we have been in the COVID-19 pandemic for almost two years, disclosing the impact of the pandemic on your business should be concrete and provide investors with clear information about that impact.26 For many companies, this can be reflected in the different waves of the pandemic. with the effects of the latest variant of Omicron. Key impacts should be identified, assessed and described, including, but not limited to: information on liquidity, operational adjustments, employee health and safety, material changes in the Company`s debt, loans and credits, significant changes in equity investments, asset impairment, lease concessions and government support related to COVID-19.
Companies should also carefully consider whether significant trends or uncertainties that management has closely monitored and/or discussed with the Board of Directors are appropriate for the disclosure of the MD&A. General development disclosure topics. Three of the four information topics on the non-exclusive list should be known to businesses based on the pre-amendment requirements: (1) bankruptcy or similar proceedings; (2) significant reclassifications or mergers and (3) acquisitions/disposals of assets. The fourth (new) topic concerns significant changes to a previously published corporate strategy. In its final rule, the SEC refused to define a “business strategy” to allow companies to tailor this disclosure to their business. The SEC emphasized that the new principles-based approach to such disclosure should mitigate any deterrents in disclosing a business strategy, as companies have the flexibility to determine the appropriate level of detail for such disclosure based on materiality. On November 17, 2020, the SEC approved amendments to the S&T Regulation and edgar filer manual regarding the use of electronic signatures for SEC filings, including Form 10-K. The new rules explicitly provide for the use of electronic signature methods (for example, “DocuSign” and “AdobeSign”). If a document filed electronically with the SEC is to be signed, the signature contained in the filing must appear in the electronic filing in typed form and not in manual or graphical form. Signatures that are not required in a submission may appear in manual or graphical form (e.g., the signature in a letter to shareholders included in a proxy circular). (4) Review the Parts Index: Carefully review your parts list and add all required exhibits, including exhibits filed on Forms 8-K and 10-Q since last year`s Form 10-K, as well as the recently added registered debt investment, if any, and the description of securities for each class of securities registered under Section 12 of the Securities Exchange Act of 1934.
Also remove obsolete parts that no longer need to be submitted, such as large contracts that have been fully executed. There are two other options that will continue to be available to businesses facing an imminent expiration of privacy. The first alternative is for the company to simply close the unredacted exposure. The second alternative is to request an extension of the confidential time under Rule 406 or Rule 24b-2 before the expiry of the confidentiality order, which can be done by submitting a summary application (available here) to CTExtensions@sec.gov (if the initial decision was made less than three years ago) or a complete application (if the original decision was made more than three years ago). The SEC requires that this report inform investors of a company`s financial condition and that it has sufficient information before buying or selling shares of the company or before investing in the company`s corporate bonds. When the SEC adopted changes to the definitions of “expedited reporting” and “significant expedited reporting” in March 2020, a new checkbox was added to the cover page of Form 10-K to indicate whether an auditor`s audit report under Sarbanes-Oxley Section 404(b) is included in the filing. As a reminder, companies that are large accelerated applicants or accelerated applicants must check this new cover page in XBRL online. All other companies must meet the new XBRL marking requirements for periods of activity ending on or after June 15, 2021.
Various companies have included a COVID-19 risk factor in one of their quarterly reports since the beginning of the pandemic.