Forms Companies Must File with the SEC
An overview of the documents required to avoid charges of fraud
on July 23, 2019
Updated on February 8, 2021
Federal securities laws are designed to help investors make smart, well-informed decisions about what companies to trust with their money. Congress created the Securities and Exchange Commission (SEC) following the stock market crash of 1929 to help prevent future manipulation of the stock market. Today, the SEC requires companies that publicly traded securities (e.g. stocks and bonds) to file a wide variety of forms disclosing the state of their business. SEC officials are charged with reviewing the quality and accuracy of the information in these forms, ensuring no company is trying to defraud investors by presenting a false picture of its present economic state.
Below is a brief guide to some of the filings required by the SEC. This is far from an exhaustive listing. You should always consult with a qualified securities lawyer if you have any questions or concerns regarding a particular company and its SEC filings. For more information about this area, read our securities and corporate finance law overview.
Most public offerings of securities must be pre-registered with the SEC. Registration statements must include certain basic information, including a description of the company, its property, and business, as well as details about the securities offering and information about the company's management. As part of the registration process, the company must also provide independently audited financial statements.
Most public companies issue an “annual report” outlining the performance of the business during the prior fiscal year. These reports are often more show than substance. To ensure investors and the public have a more complete picture of the company's activities, the SEC requires annual filing of a 10-K form. This is essentially a more detailed annual report that provides not only updated financial statements, but also a summary of the company's major market segments and assets, as well as any pending litigation or adverse events that may affect the business going forward.
In addition to the annual 10-K form, companies must also file a briefer quarterly summary of its activities, known as a 10-Q report. Normally, a company must file a 10-Q no later than 45 days after the end of the first three quarters of its fiscal year. Although the 10-Q does not need to include audited financial statements, it should contain sufficient information to update investors on any major developments with the company since the filing of the previous 10-K or 10-Q reports.
There may be specific events that a company needs to report outside the normal time frame of the 10-K or 10-Q reports. In these situations it files an 8-K report. For example, if the business makes a significant change to its corporate governance policies, changes accounting firms, or files for bankruptcy, it may need to file an 8-K to formally notify the SEC and the public.
A proxy statement refers to a disclosure that a company must make to its shareholders prior to an annual meeting. This ensures the shareholders have timely, accurate information prior to voting on any proposals raised by management or the board of directors. There are several kinds of proxy statements. The most common are:
- Form 3 – This is a proxy that must be filed by a company “insider,” such as a director or senior executive, disclosing how much stock they own. A Form 3 must be filed within 10 days of the insider assuming his or her position with the company. Individual shareholders who own at least 10 percent of any class of a company's shares must also file this proxy statement.
- Form 4 – This is proxy designed to report any changes to the disclosures made in Form 3, such as when an executive sells some of his shares.
- Form 5 – This is an annual report that basically covers all Form 4 events, as well as some smaller transactions that may not have been reported earlier.