SEC Postpones Final Phase-In Period for Acceleration of Periodic Report Filing Dates

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On Wednesday, the U.S. Securities and Exchange Commission issued a release adopting amendments to postpone, for one year, the final phase-in period for acceleration of periodic report deadlines that apply to larger companies known as "accelerated filers."

The primary purpose of the postponement is to allow additional time and opportunity for accelerated filers and their auditors to focus their efforts on complying with new requirements regarding internal control over financial reporting that were mandated by Section 404 of the Sarbanes-Oxley Act of 2002.

An accelerated filer must begin to include both a management report and auditor report on the effectiveness of its internal control over financial reporting in its annual report filed for its first fiscal year ending on or after November 15, 2004.

Under the amended rules, for an additional year the deadline for accelerated filers will remain at 75 days after year end for annual reports and at 40 days after quarter end for quarterly reports. The accelerated filing phase-in will resume for reports filed for fiscal years ending on or after Dec. 15, 2005, when an accelerated filer will have to file its annual report within 60 days after year end and file its quarterly reports within 35 days after quarter end. This will complete the phase-in and these deadlines will then remain in place for all subsequent periods.

SEC rules define an "accelerated filer" as a company that

  • has 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 full text of the release describing the proposal has been posted on the SEC Web site at http://www.sec.gov.

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