United States

Compliance guide: Amendments to smaller reporting company definition


On August 10, 2018, the SEC issued Amendments to the Smaller Reporting Company Definition: A Small Entity Compliance Guide for Issuers to provide guidance related to final SEC rules that are effective September 10, 2018. Under the new smaller reporting company (SRC) definition, a company with less than $250 million of public float will be eligible to provide scaled disclosures. Companies with less than $100 million in annual revenues and either no public float or a public float that is less than $700 million also will be eligible to provide scaled disclosures. The Compliance Guide addresses:

  • Qualifying as an SRC and transitioning to the amended SRC definition
  • Scaled disclosure requirements available to SRCs
  • Amendments to Regulation S-X Rule 3-05(b)(2)(iv) whereby companies may omit financial statements of businesses acquired or to be acquired for the earliest of the three fiscal years otherwise required by Rule 3-05 if the net revenues of that business are less than $100 million
  • Amendments to the definitions of accelerated filer and large accelerated filer whereby companies with $75 million or more of public float that qualify as SRCs will remain subject to the requirements that apply to accelerated filers, including the filing deadlines for periodic reports and the requirement that accelerated filers provide an auditor’s attestation report on management’s assessment of internal control over financial reporting as required by Section 404(b) of the Sarbanes-Oxley Act of 2002