General Requirements

A number of changes were implemented by the Securities and Exchange Commission since the Sarbanes-OxleyThe Sarbanes-Oxley Act (SOX) is a 2002 law passed by the U.S. Congress establishing stricter standards of corporate accountability and requiring CFOs to certify the accuracy of information in their companies’ quarterly and annual reports. Act of 2002 was passed by Congress, one of which deals with the ownership of public companies.

Section 16 of the Securities and Exchange Act of 1934 requires officers and owners of more than 10% of a publicly-traded company to file three forms informing the SEC of any substantial change in ownership.

Form 3

Insiders are required to electronically file Form 3 with the SEC no later than 10 days after the individuals become affiliated with a public company.

Form 4

If there is a material change in the holdings of the company's Insiders, they are required to file Form 4 with the SEC. Changes in ownership are reported on Form 4 and must be reported to the SEC within two business days.

Form 5

Insiders must file a Form 5 to report any transactions that should have been reported earlier on a Form 4 or were eligible for deferred reporting. If a Form must be filed, it is due 45 days after the end of the company's fiscal year.

 

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