Enter to open, tab to navigate, enter to select
Reporting Company
Practical Law Glossary Item 2-382-3758 (Approx. 4 pages)
Glossary
Reporting Company
The term reporting company has multiple meanings.
Securities Laws
In the context of federal securities laws, it means a company (also known as reporting issuer and public company) subject to Section 13 or 15(d) of the Exchange Act. A company becomes subject to the Exchange Act under the following circumstances:
- Securities exchange listing. Before a company's securities can begin to trade on a US exchange, the company must register that class of securities (debt or equity) with the SEC under Section 12(b) of the Exchange Act. Typically, when a company goes public, it also lists its securities for trading on a "national securities exchange" (as defined by the SEC) such as the NYSE or Nasdaq. To establish a secondary listing on a US securities exchange, non-US issuers who are already listed on a non-US exchange can also list their outstanding securities, or any issuance of new securities, on a US securities exchange and must register those securities under the Exchange Act.
- Size thresholds. Companies with total assets greater than $10 million and a class of equity securities held by 2,000 or more persons, or 500 or more persons who are not accredited investors, must register those securities with the SEC under Section 12(g) of the Exchange Act.
- Public offering and no securities exchange listing. Companies that have issued to the public equity or debt securities not listed on any US exchange become subject to Section 15(d) of the Exchange Act.
By registering securities under Section 12(b) or Section 12(g) of the Exchange Act, a company becomes subject to the periodic and current reporting requirements of Section 13(a) of the Exchange Act. In addition, Section 15(d) companies must file certain periodic reports and information required by Section 13 of the Exchange Act as if they had registered securities under Section 12.
The SEC has divided all issuers into four categories for purposes of public securities offerings:
Unseasoned issuers, seasoned issuers and WKSIs are all collectively known as reporting issuers.
Corporate Transparency Act
This term is also used under the Corporate Transparency Act (CTA) to delineate the entities that must report certain beneficial ownership information to the US Department of the Treasury's Financial Crimes Enforcement Network (FinCEN).
For more information on the usage of this term in both contexts, see the following Practice Notes and Toolkit: