Morgan Lewis

Filing Deadline for Annual Reports on Form 20-F Accelerated to 120th Day after Fiscal Year End

By Business and Finance Practice

LawFlash/Client Alert

  • published on:

    12/05/2008
  • by:

    Business and Finance Practice

downloads/links:

pdfView LawFlash

The U.S. Securities and Exchange Commission (SEC) adopted on August 27, 2008 a number of rule amendments intended to update and enhance disclosure and filing requirements applicable to foreign issuers, including, most significantly for many foreign private issuers, an amendment that shortens the deadline for filing annual reports on Form 20-F from 180 days to 120 days after their fiscal year end. The new deadline will be applicable for fiscal years ending on or after December 15, 2011. Accordingly, for a calendar-year issuer the new deadline will first be effective for annual reports filed in 2012.

In explaining the shorter deadline, the SEC noted the importance to investors of timely disclosure and that home country annual reporting requirements are generally not longer than four months. Foreign private issuers that are required to reconcile their financial statements to U.S. Generally Accepted Accounting Principles (U.S. GAAP) (i.e., those not using either U.S. GAAP or International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board, which is no longer required to be reconciled) may find compliance with the new filing deadline more burdensome.

For the full story, please view the PDF.