When it comes to business compliance, most entities are required to file annual reports with their state. However, only certain types of businesses must file annual reports with the U.S. Securities and Exchange Commission (SEC) — namely, public companies.
Publicly Traded Corporations and SEC Filing Requirements
The SEC is a federal agency responsible for enforcing securities laws and regulating the securities industry. Its primary concern is ensuring transparency, fairness, and accountability in the U.S. financial markets.
Public companies — typically structured as C-Corporations — that have issued securities (such as stocks or bonds) to the public must register with the SEC and file regular reports. These entities are either:
- Listed on a national stock exchange (e.g., NYSE or NASDAQ), or
- Otherwise required to register under the Securities Exchange Act of 1934, such as companies with more than $10 million in assets and 2,000 or more shareholders (or 500 shareholders who are not accredited investors)
Required SEC Filings
The primary annual report required by the SEC is Form 10-K, which provides a comprehensive overview of the company’s financial performance and operations.
Key SEC filings include:
- Form 10-K – Filed annually; includes audited financial statements, risk factors, management discussion, and executive compensation
- Form 10-Q – Filed quarterly; offers unaudited financial data and operational updates
- Form 8-K – Filed as needed to disclose significant events (e.g., acquisitions, leadership changes)
These reports are submitted electronically through the SEC’s EDGAR system and are made available to the public.
Do Private Companies File with the SEC?
No. Privately held companies, including most LLCs, S-Corps, and small corporations, are not required to file annual reports with the SEC. Their compliance responsibilities are typically limited to state-level filings and federal tax returns, not securities regulation.
Summary
Only public companies that have issued securities and meet SEC registration thresholds are required to file annual reports with the SEC. These filings ensure that investors and regulators have access to transparent and accurate financial information. Private businesses are exempt from SEC reporting unless they go public or meet specific criteria under federal securities laws.
If you require professional assistance with annual reports, contact Dimov Tax today.