Emerging Growth Company Language

SEC Final Rule 33-10332, effective April 12, 2017, requires new emerging growth company (EGC) language on the cover page of many common forms. Please discuss this final rule with your legal counsel.

From II. E. (p. 13):

To provide a uniform method for an EGC to notify the Commission and the public pursuant to Section 107 of the JOBS Act that it is an EGC and of its decision as to whether or not to opt out of the extended transition period for complying with new or revised accounting standards, we are adopting minor revisions to Securities Act Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3 and F-4 and Exchange Act Forms 10, 8-K, 10-Q, 10–K, 20–F and 40-F. These amendments modify the cover page of those forms to include two check boxes for an issuer to indicate whether, at the time of the filing, the issuer is an EGC and whether it has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act and Section 13(a) of the Exchange Act.

Common Questions

  • Updated cover page language affects all filers, regardless of EGC status.
  • When filing one of the forms listed above, review whether you should check the two EGC-related boxes in Filing Wizard after selecting the form type.

Form 10-K and 10-Q

SEC Final Rule 33-10332 shows updated language for the 10-K on p. 44-45 and the 10-Q on p. 43-44. See also the updated templates provided by the SEC: 10-Q and 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ]

Smaller reporting company

 [  ]

(Do not check if a smaller reporting company)

  

Emerging growth company

 [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Form 8-K

The updated language for the 8-K cover page shows on p. 42-43 of SEC Final Rule 33-10332. The SEC 8-K template has also been updated to reflect this language.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Check boxes

When you add the new language, if you use symbols for the checkmarks and empty boxes, be sure to use supported symbols that show in HTML (e.g. Wingdings 168). For more detail, see Check Marks on the Cover Page.