CPA Preparation Guide: Mastering SEC Reporting Requirements

📌 What is SEC Reporting?

The Securities and Exchange Commission (SEC) requires public companies to submit financial reports that provide transparency to investors and regulators. These filings include annual and quarterly reports, earnings releases, and more.

For CPA exam purposes, focus on:

Who files SEC reports
What forms are filed (10-K, 10-Q, 8-K, etc.)
Filing deadlines
Auditor’s role in SEC filings

🧑‍💼 Why It Matters on the CPA Exam

The FAR section may ask about financial reporting requirements under SEC rules, especially for public companies.

In REG, you might be tested on:

Securities laws (like the Securities Act of 1933 and 1934)
Who’s required to file with the SEC
The role of the PCAOB and auditor independence

Knowing filing thresholds, deadlines, and types of forms can help you score easy points!

💡 Real-Life Tip for Remembering Deadlines

Here’s how I remember filing deadlines:

Large Accelerated Filer: $700M+ → 60 days
Accelerated Filer: $75M–$700M → 75 days
Non-Accelerated Filer: <$75M → 90 days

(Just remember: Bigger the company, faster the filing!)

🧠 CPA Exam Quiz: SEC Reporting Requirements (Advanced Level)

Test yourself with these 20 challenging multiple-choice questions. At the end, you’ll find answers with detailed explanations to help you learn!

Questions (Answer First, Check Later!)

1. A company classified as a Large Accelerated Filer experiences a change in fiscal year-end. What is the maximum number of days allowed for filing the next Form 10-K?

A. 60 days
B. 75 days
C. 90 days
D. It depends on the company’s total revenue

2. A public company experiences a significant cybersecurity breach. Which of the following statements is correct regarding its SEC reporting obligations?

A. It must disclose the breach in the next 10-Q
B. It must file a Form 8-K within 4 business days
C. Disclosure is voluntary unless financials are impacted
D. The SEC prohibits disclosing such events due to material non-public info

3. Which of the following is NOT required to file periodic reports with the SEC?

A. A company with over $10 million in assets and 2,000 shareholders
B. A private company acquired by a public company
C. A company with publicly traded debt
D. A public company that has deregistered under Rule 12g-4

4. A company files a Form S-1. Which of the following is true?

A. It’s used to register a merger transaction
B. It’s for companies registering with SEC after going public
C. It’s used before a company goes public
D. It’s a quarterly filing of an IPO

5. When must a company file Form 8-K for a change in auditors?

A. Within 2 business days
B. Within 4 calendar days
C. Within 4 business days
D. Before next 10-Q or 10-K

6. Which of the following is most likely to be disclosed in DEF 14A?

A. Changes in financial reporting methods
B. Results of quarterly operations
C. Executive compensation and board elections
D. Changes in internal controls

7. A public company issues new common stock. Which SEC form must be filed to register these securities?

A. Form 10-K
B. Form 8-K
C. Form S-1 or S-3
D. Form DEF 14A

8. Which of the following audit-related disclosures is required for Form 10-K under SEC regulations?

A. PCAOB’s inspection schedule
B. The audit firm’s engagement letter
C. Auditor tenure and critical audit matters
D. Internal control questionnaires

9. An Accelerated Filer has a fiscal year-end of June 30. By what date must it file its 10-K?

A. August 29
B. September 28
C. September 30
D. August 14

10. Which of the following companies is considered a Non-Accelerated Filer?

A. Market cap of $75M and revenue of $100M
B. Market cap of $80M and revenue of $60M
C. Market cap of $69M and no public float
D. Market cap of $200M and revenue of $90M

11. A company delays filing its 10-Q. Which form should it file to request an extension?

A. Form 8-K
B. Form 12b-25
C. Form DEF 14A
D. Form NT 10-Q

12. Under the Securities Exchange Act of 1934, which entity is primarily responsible for ensuring fair and orderly securities markets?

A. FASB
B. PCAOB
C. SEC
D. IRS

13. What information would you NOT typically find in a Form 10-Q?

A. Unaudited interim financial statements
B. Management Discussion & Analysis
C. Auditor’s report on internal control over financial reporting
D. Updates to risk factors

14. Which condition triggers the need to file Form 8-K?

A. Receipt of a going concern opinion
B. Change in depreciation method
C. Adoption of new accounting standard
D. Departure of a board member

15. Which of the following is true about the MD&A section in SEC filings?

A. It’s only required in the 10-K, not the 10-Q
B. It’s written by external auditors
C. It gives forward-looking insights and analysis
D. It excludes liquidity discussions

16. Under SEC rules, which of the following events does NOT require Form 8-K reporting?

A. Bankruptcy
B. Departure of a key officer
C. Entry into a material agreement
D. Product recall with minimal financial impact

17. A company files a 10-K late and doesn’t file Form 12b-25. What are the potential consequences?

A. The company must restate previous financials
B. Company loses well-known seasoned issuer (WKSI) status
C. Auditors must resign
D. The company must convert to a non-accelerated filer

18. Which of the following filings is most relevant for shareholder voting information?

A. Form S-3
B. Form 8-K
C. DEF 14A
D. Form 10-Q

19. Who sets the independence standards for auditors of public companies?

A. SEC
B. PCAOB
C. AICPA
D. FASB

20. In what situation would a company NOT be required to file a registration statement with the SEC?

A. Private placement to institutional investors under Regulation D
B. Initial public offering
C. Sale of restricted stock by insiders
D. Secondary offering of common shares

✅ Answers & Explanations

✅ A. 60 days
🔍 Large Accelerated Filers must file 10-K within 60 days of year-end, regardless of fiscal year change.
✅ B. It must file a Form 8-K within 4 business days
🔍 Material cybersecurity events require disclosure on Form 8-K.
✅ D. A public company that has deregistered under Rule 12g-4
🔍 Companies that deregister under Rule 12g-4 are no longer required to file periodic reports.
✅ C. It’s used before a company goes public
🔍 Form S-1 is used to register securities during an IPO.
✅ C. Within 4 business days
🔍 A change in auditors must be disclosed via Form 8-K in 4 business days.
✅ C. Executive compensation and board elections
🔍 DEF 14A is the proxy statement that includes executive pay and voting items.
✅ C. Form S-1 or S-3
🔍 Form S-1 (IPO) and S-3 (seasoned issuers) are for registering securities.
✅ C. Auditor tenure and critical audit matters
🔍 SEC requires auditor tenure and CAMs in the 10-K.
✅ D. August 14
🔍 Accelerated filers get 75 days to file the 10-K after June 30.
✅ C. Market cap of $69M and no public float
🔍 Less than $75M float = Non-Accelerated Filer.
✅ B. Form 12b-25
🔍 Used to request a 5-day (10-Q) or 15-day (10-K) extension.
✅ C. SEC
🔍 The SEC regulates secondary markets under the 1934 Act.
✅ C. Auditor’s report on internal control over financial reporting
🔍 Only appears in the 10-K, not 10-Q.
✅ D. Departure of a board member
🔍 Requires 8-K filing within 4 business days.
✅ C. It gives forward-looking insights and analysis
🔍 MD&A includes trends, liquidity, and performance analysis.
✅ D. Product recall with minimal financial impact
🔍 If immaterial, no 8-K is required.
✅ B. Company loses well-known seasoned issuer (WKSI) status
🔍 Timely filings are required to maintain WKSI eligibility.
✅ C. DEF 14A
🔍 The proxy statement contains shareholder voting info.
✅ B. PCAOB
🔍 PCAOB sets independence rules for public company auditors.

✅ A. Private placement to institutional investors under Regulation D
🔍 Reg D offerings are exempt from registration.

✅ CPA Exam – SEC Reporting Requirements (Cheat Sheet)

Organized for Quick Learning & Easy Recall

📄 Periodic Filings

Form	Purpose	Filing Deadline
Form 10-K	Annual report	- LAF: 60 days - AF: 75 days - NAF: 90 days
Form 10-Q	Quarterly report	- LAF & AF: 40 days - NAF: 45 days
Form 8-K	Material event disclosure	Within 4 business days of the event
Form 12b-25	Extension request	- 10-K: +15 days - 10-Q: +5 days

💼 Securities Offerings

Form	Use
Form S-1	Initial registration (e.g., IPO)
Form S-3	For seasoned issuers (shelf offering)

🗳️ Shareholder & Governance Filings

Form	Purpose
DEF 14A	Proxy statement: Board elections, Exec pay, voting matters

🏢 Company Classification (SEC Filers)

Filer Type	Public Float	Revenue (where applicable)	10-K Deadline
Large Accelerated	> $700 million	N/A	60 days
Accelerated	$75M–$700M	> $100M	75 days
Non-Accelerated	< $75 million	Or Revenue < $100M	90 days

📊 Regulations Overview

Regulation	Covers
Reg S-K	Non-financial info (MD&A, Risk, Legal)
Reg S-X	Financial statements & audit standards

🧠 Governance & Compliance

Authority / Rule	Purpose
PCAOB	Sets audit standards & independence for public cos.
Rule 12g-4	Allows deregistration (< 300 shareholders)
MD&A	Required in 10-K & 10-Q; forward-looking discussion
Cybersecurity	Material breaches must be disclosed in 8-K

⚡ Memory Aids (Mnemonics)

Clue	Helps Remember
K is King	Form 10-K = most comprehensive (yearly)
Q is Quick	Form 10-Q = quarterly, faster deadline
8-K = 4 Days	Material events disclosed within 4 biz days
S-1 = Start	Think "Start of IPO"
S-3 = Seasoned	For established issuers
DEF = Directors & Execs File	Think Board elections, compensation
LAF = Largest	Largest companies = fastest filing (60 days)
NAF = New/Small	Non-accelerated = more time (90 days)

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