SEC Adopts Amendments to Accelerated and Large Accelerated Filer Definitions

The SEC adopted amendments to the “accelerated filer” and “large accelerated filer” definitions. The SEC indicated that the amendments will “more appropriately tailor the types of issuers that are included in the definitions, thereby reducing unnecessary burdens and compliance costs for certain smaller issuers while maintaining investor protections. The amendments are consistent with the Commission’s and Congress’s historical practice of providing scaled disclosure and other accommodations to reduce unnecessary burdens for new and smaller issuers.”

The amendments will: 

  • Exclude from the accelerated and large accelerated filer definitions an issuer that is eligible to be a smaller reporting company and had annual revenues of less than $100 million in the most recent fiscal year for which audited financial statements are available. Business development companies will be excluded in analogous circumstances.
  • Increase the transition thresholds for an accelerated and a large accelerated filer becoming a non-accelerated filer from $50 million to $60 million and for exiting large accelerated filer status from $500 million to $560 million.
  • Add a revenue test to the transition thresholds for exiting both accelerated and large accelerated filer status.
  • Add a check box to the cover pages of annual reports on Forms 10-K, 20-F, and 40-F to indicate whether an ICFR auditor attestation is included in the filing.

The final amendments will become effective 30 days after publication in the Federal Register and apply to an annual report filing due on or after the effective date.

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