On February 24, 2004, the Securities and Exchange Commission announced an extension of the compliance dates previously published by the SEC for requirements that public companies (other than registered investment companies) include in their annual reports a report of management on the company’s internal control over financial reporting, and provide a registered public accounting firm’s report on management’s assessment of internal control. (Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, Items 308(a) and (b) of Regulations S-K and S-B and the corresponding provisions in Forms 20-F and 40-F.) Release 33- 8392, available at www.sec.gov/rules/final/33-8392.htm.
Previously, an accelerated filer (as defined in Rule 12b-2) was required to comply with these requirements beginning with its first fiscal year ending on or after June 15, 2004 and a non-accelerated filer was required to comply beginning with its first fiscal year ending on or after April 15, 2005. This latter deadline also applied to foreign private issuers.
Under the extension, an accelerated filer is required to comply beginning with its first fiscal year ending on or after November 15, 2004, and a non-accelerated filer is required to comply beginning with its first fiscal year ending on or after July 15, 2005. This latter deadline also applies to foreign private issuers.
For calendar year companies, this does not represent any real extension. However, for accelerated filers having June 30, July 31, August 31, September 30 or October 31 fiscal years, this represents a one-year extension.
A similar extension applies to the certification requirements relating to internal control in Rules 13a-14 and 15d-14 (for accelerated filers—fiscal years ending on and after November 15, 2004; non-accelerated filers—fiscal years ending on and after July 15, 2005) and Investment Company Act Rule 30a-2 (fiscal years ending on and after November 15, 2004). Rule 30a-3, requiring the maintenance of internal control for registered investment companies, now applies with respect to fiscal years ending on and after November 15, 2004.
This article is presented for informational purposes only and is not intended to constitute legal advice.
