Rule 12b-25 of the Securities Exchange Act of 1934 (the “Exchange Act”) requires SEC reporting companies to provide notice on Form 12b-25 if it is unable to file its report on Form 10-Q within the prescribed time period. Form 12b-25 provides the issuer with an additional 5 day extension for the filing of its 10-Q. The form also provides disclosure to the public regarding the reasons why a periodic report on Form 10-Q cannot be timely filed.
A company’s Form 10-Q will be deemed to have been timely filed provided it complied with all the requirements and conditions of Rule 12b-25, including the 5 day extension granted by Rule 12b-25.
Rule 12b-25 Requirements for Form 10-Q
Rule 12b-25 provides that a late Form 10-Q will be deemed to have been filed timely if all of the following conditions are met:
• A notification on Form 12b-25 discloses that filing the 10-Q on the required date would have caused unreasonable effort or expense, and the registrant undertakes that the Form 10-Q, or the delinquent portions thereof, will be filed no later than the fifth calendar day following the original due date.
• The company includes as an exhibit, if applicable, a statement from any person other than the company whose inability to furnish a required opinion, report or certification was the reason that the Form 10-Q could not be filed on time.
• The Form 10-Q, or the delinquent portion thereof, is filed within the five day extension period granted by Rule 12b-25.
To prevent companies from using the form to delay filing negative information, the SEC staff examines the Form 12b-25 filings and related report.
The instructions for Form 12b-25 are summarized as follows:
• The form must be filed no later than one business day after the due date of the Form 10-Q.
• The Form 10-Q is deemed filed on the date it is received by the SEC.
• The company must explain why it did not file the report on Form 10-Q within the time required.
• If the report on Form 10-Q is filed for a portion of a report and the balance of the report was filed by the original due date, the company should disclose the portion not included. When the company files its amended 10-Q report, it should include the previously omitted information.
Like other filings under the Exchange Act, Form 12b-25 is subject to Exchange Act Rule 12b-20, which requires that the report contain any additional information necessary under the circumstances to prevent the required information from being misleading.
For more information about Form 10-Q please see our blog post at: