SEC Postpones Filing Date for Internal Control Reports for Some Accelerated Filers
The SEC issued an exemptive order granting certain accelerated filers with a public equity float under $700 million up to 45 additional days to file internal control reports required by Section 404 of the Sarbanes-Oxley Act, while requiring other annual report information to be submitted on the original deadline.
The SEC's exemptive order, issued on November 30, 2004, applies to accelerated filers with fiscal years ending between November 15, 2004 and February 28, 2005 and a public equity float under $700 million. It grants up to 45 extra days to include management’s report on internal control over financial reporting and the related auditor’s report, both required under Section 404 of the Sarbanes-Oxley Act. All other annual report information, including audited financial statements, must still be filed by the original due date.
On November 30, 2004, the U.S. Securities and Exchange Commission issued an exemptive order to provide relief for certain accelerated filers facing challenges in implementing Section 404 of the Sarbanes-Oxley Act. The order grants up to an additional 45 days to include management’s report on internal control over financial reporting and the auditor’s report on that assessment in annual filings. This accommodation applies specifically to accelerated filers with a public equity float of less than $700 million and fiscal years ending between November 15, 2004 and February 28, 2005. While the internal control reports may be delayed, all other required information in annual reports—including audited financial statements—must still be submitted on the original due date. The SEC stated the action was intended to ease resource constraints at accounting firms and smaller public companies during the implementation of internal control requirements. The Public Company Accounting Oversight Board also met on the same day to adopt a temporary rule, pending Commission approval, to allow delayed filing of auditors’ internal control reports in alignment with the SEC’s order. No fraud, penalties, or enforcement actions were involved; the measure was purely procedural to support timely and effective compliance.
Extracted insights
- $700.00M $700 million $100M–$1B
- $75.00M $75 million $10M–$100M
SEC Postpones Filing Date for Internal Control Reports for Some Accelerated Filers FOR IMMEDIATE RELEASE2004-162Washington, D.C., Nov. 30, 2004 — The U.S. Securities and Exchange Commission today issued an exemptive order to grant certain accelerated filers up to an additional 45 days to include in their annual reports management’s report on internal control over financial reporting and the related auditor’s report on management’s assessment of internal control over financial reporting. Both internal control reports are required under Commission rules implementing Section 404 of the Sarbanes-Oxley Act of 2002. All other information required in annual reports, including audited financial statements, would have to be filed on the original due date for the annual reports.Don Nicolaisen, the Commission’s Chief Accountant, said, “The Commission is sensitive to resource constraints at accounting firms and at smaller public companies, and is taking this step to facilitate the successful and effective implementation of the Section 404 internal control requirements.” Alan Beller, the Director of the Division of Corporation Finance, stated, “This exemption will encourage companies to file important information for investors, including audited financial statements, on a timely basis, while providing an appropriate accommodation for internal control reports.”The exemptive order applies to an accelerated filer that has a fiscal year ending between and including November 15, 2004 and February 28, 2005, and that had a public equity float of less than $700 million at the end of its second fiscal quarter in 2004. Commission rules define an “accelerated filer” as a company thathas a public float of at least $75 million; has been subject to the SEC's periodic reporting requirements for at least 12 months and has filed one annual report; and is not eligible to use the SEC's small business reporting forms.The Public Company Accounting Oversight Board also met today to adopt a temporary rule, subject to Commission approval, that would permit the delayed filing of auditors’ internal control reports consistent with the Commission’s order.The full text of the exemptive order has been posted on the SEC Web site at http://www.sec.gov/rules/exorders/34-50754.htm. Last modified: 11/30/2004
SEC Postpones Filing Date for Internal Control Reports for Some Accelerated Filers FOR IMMEDIATE RELEASE2004-162Washington, D.C., Nov. 30, 2004 — The U.S. Securities and Exchange Commission today issued an exemptive order to grant certain accelerated filers up to an additional 45 days to include in their annual reports management’s report on internal control over financial reporting and the related auditor’s report on management’s assessment of internal control over financial reporting. Both internal control reports are required under Commission rules implementing Section 404 of the Sarbanes-Oxley Act of 2002. All other information required in annual reports, including audited financial statements, would have to be filed on the original due date for the annual reports.Don Nicolaisen, the Commission’s Chief Accountant, said, “The Commission is sensitive to resource constraints at accounting firms and at smaller public companies, and is taking this step to facilitate the successful and effective implementation of the Section 404 internal control requirements.” Alan Beller, the Director of the Division of Corporation Finance, stated, “This exemption will encourage companies to file important information for investors, including audited financial statements, on a timely basis, while providing an appropriate accommodation for internal control reports.”The exemptive order applies to an accelerated filer that has a fiscal year ending between and including November 15, 2004 and February 28, 2005, and that had a public equity float of less than $700 million at the end of its second fiscal quarter in 2004. Commission rules define an “accelerated filer” as a company thathas a public float of at least $75 million; has been subject to the SEC's periodic reporting requirements for at least 12 months and has filed one annual report; and is not eligible to use the SEC's small business reporting forms.The Public Company Accounting Oversight Board also met today to adopt a temporary rule, subject to Commission approval, that would permit the delayed filing of auditors’ internal control reports consistent with the Commission’s order.The full text of the exemptive order has been posted on the SEC Web site at http://www.sec.gov/rules/exorders/34-50754.htm. Last modified: 11/30/2004