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Smaller Reporting Company
Practical Law Glossary Item 4-382-3823 (Approx. 3 pages)
Glossary
Smaller Reporting Company
Defined by the SEC as an issuer that:
- Is not:
- an issuer of asset-backed securities; or
- a majority-owned subsidiary of a parent that is not a smaller reporting company.
- Has either:
- a public float (based on common equity) of less than $250 million, measured as of a specific determination date depending on whether the issuer is a reporting company or is first registering equity securities under the Securities Act or Exchange Act; or
- less than $100 million in annual revenues for its most recently completed fiscal year and either no public common equity float or public common equity float of less than $700 million, measured as of a specific determination date depending on whether the issuer is a reporting company or is first registering equity securities under the Securities Act or Exchange Act.
See Rule 12b-2 of the Exchange Act. Whether an issuer meets the definition of smaller reporting company is recalculated each year.
A company that qualifies as a smaller reporting company is eligible to take advantage of the less burdensome disclosure and reporting requirements for smaller reporting companies.
Non-US companies can qualify as smaller reporting companies if they otherwise meet the requirements described above and choose to file on US domestic company forms (such as Forms S-1, S-3, 10-Q and 10-K) and provide financial statements prepared in accordance with US GAAP. Non-US companies filing on foreign private issuer forms (such as Forms F-1, F-3 and 20-F) are not eligible to take advantage of the less burdensome smaller reporting company disclosure requirements.