SOX deadline for companies after going public 1282

  • Does anyone know whether and where there is a defined rule for compliance deadlines for companies that are currently private after they go public? (how long after going public do they have to become 404 compliant)?

  • Hello, Lisa:
    I can’t find the cite at the moment, but the deadline to comply is 12 months from the date that the company ‘qualifies’ for complying.
    Under this scenario, a company that goes public whose market capitalization is equal to or greater than USD75 million (an ‘accelerated filer’) would be required to comply with Section 404 for fiscal years ending 12 months from going public, presumably by their year-end financial statement audit.
    A small issuer would have the same 12 months, but since the deadline has not passed, would be due to comply with all other non-accelerated filers.
    However, we’ve had a few gigs with pre-IPOs that want to be compliant when they go public (either because they didn’t know the true deadline or just because it was the best business practice).
    On another note, all public companies must comply with Section 302 as soon as they start submitting their quarterl reports.
    If I come accross the cite for 12 months deadline rule, I’ll send it to you.
    Best regards.

  • From PwC, Practical Guide to Section 404 Compliance…
    Question 7
    Q: When should a registrant determine whether it is an accelerated filer for purposes of determining when it must comply with Items 308(a) and (b) of Regulations S-K and S-B?
    A: As provided in Exchange Act Rule 12b-2, a registrant that is not already subject to accelerated filing should determine whether it is an accelerated filer at the end of its fiscal year, based on the market value of its public float of its common equity as of the last business day of its most recently completed second fiscal quarter. Consideration should also be given to the other components of the Rule 12b-2 definition (i.e. the registrant has been subject to Exchange Act reporting for at least 12 months, has filed at least one annual report, and is not eligible to use Forms 10-KSB and 10-QSB).
    Additionally, protiviti Consulting has a resource that addresses the question directly (
    Guide to the Sarbanes-Oxley Act: Internal Control Reporting Requirements - Third Edition
    Updated to reflect PCAOB Auditing Standard No. 2
    Question #24 and Question #25 on pgs. 13 and 14. I would’ve copy/pasted the text here, but the pdf document prevents copying the text.
    Hope this helps,

  • Thank you both for your help. An excellent reference from Protiviti that I had not seen before.

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