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SEC Extends Filing Relief & Issues Disclosure Guidance

March 25, 2020

On March 25, the SEC issued an order extending the time period covered by its COVID-19-related filing relief. The March 25 order supersedes the SEC's order from March 4.

Under the March 25 order, public companies that are unable to meet filing deadlines due to COVID-19-related circumstances will have an additional 45 days to submit certain disclosure reports (e.g., Forms 10-K, 10-Q, 20-F) that would otherwise have been due between March 1 and July 1, 2020. As a result, the relief can now be applied to March 31, 2020 Forms 10-K and 10-Q. The prior relief was only available to filings due on or before April 30, 2020.

The SEC's filing relief continues to be conditioned on a number of factors that are listed in the March 25 order, including that the company furnishes a Form 8-K (or Form 6-K if applicable) describing that it is relying on the order and disclosing, among other things:

  1. the reasons why it could not make the filing on a timely basis;
  2. the estimated date the filing is expected to be made; and
  3. a company-specific risk factor or factors explaining the impact, if material, of COVID-19 on its business.

Companies must furnish a Form 8-K (or Form 6-K) for each filing that is delayed. The Form 8-K (or Form 6-K) must be furnished by the original filing deadline. Companies would not need to file a Form 12b-25 (Notification of Late Filing) as long as the report is filed within the 45 day time frame.

The SEC continues to closely monitor the impacts of COVID-19 on investors and markets and will consider additional or extended relief as appropriate. The SEC noted that some companies may need additional or different assistance and encouraged them to contact the SEC staff.

Reference Materials

SEC Release No. 34-88465 (PDF)

SEC Press Release (Web Link)

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