四半期Filing

Detailed explanation of 四半期Filing based on official information from FASB・SEC. EIN Acquisition & Registration

Published: January 12, 2026

Financial Statement Filing in the United States: A Comprehensive Guide

1. Overview

Financial statement filing is a fundamental regulatory requirement in the United States financial system, serving as a primary mechanism for transparency, investor protection, and market integrity. These filings provide a standardized, periodic disclosure of a company's financial performance, position, and cash flows, enabling investors, regulators, and the public to make informed economic decisions. The importance of accurate and timely filing cannot be overstated, as it underpins trust in the capital markets, facilitates capital formation, and is a key tool for regulatory oversight by bodies like the Securities and Exchange Commission (SEC). Failure to comply carries significant legal, financial, and reputational consequences.

2. Applicable Objects & Scenarios

Financial statement filing obligations primarily apply to:

  • Public Companies (Issuers): All companies with securities registered under the Securities Exchange Act of 1934, including domestic issuers and foreign private issuers (FPIs) listed on U.S. exchanges. This encompasses large accelerated filers, accelerated filers, non-accelerated filers, and smaller reporting companies, each with slightly different deadlines.
  • Companies Conducting Public Offerings: Entities filing registration statements (e.g., Form S-1, Form F-1) to offer securities to the public for the first time.
  • Certain Large Private Companies: Under specific circumstances, such as those that exceed thresholds for assets and shareholder count, private companies may trigger public reporting requirements.
  • Broker-Dealers and Certain Investment Advisers: These entities file financial statements through specific forms (like FOCUS reports) with regulatory authorities such as the SEC and FINRA.

Filing is required in scenarios including annual and quarterly periodic reporting (Forms 10-K and 10-Q), during initial and subsequent securities offerings, and in the event of significant corporate events like mergers or acquisitions.

3. Core Conclusions

  • Mandatory & Periodic: Filing is not optional for covered entities; it is a continuous, periodic obligation with strict deadlines.
  • Standardized Formats Required: Financial statements must be prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) or, for eligible FPIs, International Financial Reporting Standards (IFRS) as issued by the IASB. They must be presented in the structured, machine-readable XBRL format.
  • Audit and Certification are Critical: Annual financial statements included in Form 10-K must be audited by an independent Public Company Accounting Oversight Board (PCAOB)-registered accounting firm. Quarterly statements (10-Q) are reviewed but not audited. CEO and CFO certifications (under Sarbanes-Oxley Act Sections 302 and 906) are required.
  • Material Accuracy is Paramount: Filings must not contain untrue statements or omit material facts. The principle of materiality guides disclosures.
  • Public Accessibility: All filed statements become permanently available to the public via the SEC's EDGAR database.

4. Procedures & Steps

Step 1: Preparation

  • Close the Books: Complete the accounting cycle for the relevant period (quarter or year).
  • Prepare Financials: Compile the balance sheet, income statement, statement of cash flows, and statement of shareholders' equity in accordance with GAAP/IFRS.
  • Conduct Audit/Review: Engage an independent auditor for the annual audit or a review of interim quarterly statements.
  • Draft Disclosures: Prepare the comprehensive Management's Discussion & Analysis (MD&A), footnotes, and other required disclosures.
  • Tag for XBRL: Create the machine-readable XBRL data exhibit tagging the financial statement numbers and disclosures.
  • Internal Review & Certification: Management and audit committee review the statements. The CEO and CFO prepare the required certifications.

Step 2: Application & Submission

  • Access EDGAR: Obtain filing access codes (CIK, CCC, Password) from the SEC if not already held.
  • Format the Filing: Assemble the complete submission, including the official filing form (e.g., 10-K), financial statements, exhibits, and XBRL data.
  • Transmit via EDGAR: Use the SEC's EDGAR system to submit the filing electronically. Filings must be submitted by 5:30 p.m. Eastern Time to be considered filed that day.
  • Pay Filing Fees: If applicable (e.g., with certain registration statements), pay the required fee via the SEC's fee payment system.

Step 3: Review & Confirmation

  • Receive EDGAR Acceptance: The EDGAR system provides an immediate electronic notification of acceptance or rejection. An acceptance message (with an accession number) confirms the filing is live on the public database.
  • SEC Selective Review: The SEC's Division of Corporation Finance may subsequently select the filing for a routine or cause review, which can result in comment letters requesting clarification or amendment.
  • Public Dissemination: Upon acceptance, the filing is immediately publicly accessible on EDGAR. The company typically issues a press release and posts the information on its website.
  • Respond to Comments (if any): If the SEC issues comment letters, the company must respond promptly and may need to file an amended report (e.g., Form 10-K/A).

5. Frequently Asked Questions (FAQ)

Q1: What are the key annual (10-K) and quarterly (10-Q) filing deadlines? A: Deadlines vary by filer status. For large accelerated filers, the 10-K is due 60 days after fiscal year-end and the 10-Q is due 40 days after quarter-end. Accelerated filers have a 75-day 10-K deadline. Non-accelerated filers and smaller reporting companies have longer deadlines. Please verify current deadlines with official SEC rules, as they are subject to change.

Q2: What is the difference between filed and furnished information? A: "Filed" information (like the 10-K) is subject to strict liability under the Securities Exchange Act. "Furnished" information (like some investor presentations on Form 8-K) is not automatically incorporated by reference into registration statements and has a lower legal standard. Financial statements in periodic reports are always "filed."

Q3: Can we extend a filing deadline? A: For Form 10-K, a single automatic extension of 15 calendar days is available by timely filing a Form 12b-25 ("Notification of Late Filing"), provided certain conditions are met. For Form 10-Q, a 5-calendar-day automatic extension is available via the same form.

Q4: What are the consequences of filing late or not at all? A: Consequences can be severe, including loss of "current" public information status (affecting Rule 144 resales), delisting from stock exchanges, ineligibility to use short-form registration statements (like S-3), SEC enforcement actions, fines, and shareholder lawsuits.

Q5: What is XBRL, and who is responsible for it? A: eXtensible Business Reporting Language (XBRL) is a structured data format that tags each financial statement item with a standardized computer-readable label. The filing company is solely responsible for the accuracy and completeness of its XBRL data.

Q6: Are there special rules for emerging growth companies (EGCs) or smaller reporting companies (SRCs)? A: Yes. Both EGCs and SRCs benefit from scaled disclosure requirements, which allow for less extensive executive compensation disclosure, reduced historical financial data, and, for EGCs, an exemption from the auditor attestation of internal controls (SOX 404(b)) for up to five years.

6. Risks & Compliance

  • Disclaimer: This guide is for informational purposes only and does not constitute legal, accounting, or financial advice. The regulatory landscape is complex and constantly evolving.
  • Material Misstatement Risk: The highest risk is filing financial statements that are materially inaccurate or misleading, which can lead to SEC enforcement, restatements, loss of investor confidence, and litigation.
  • Internal Control Failures: Inadequate internal controls over financial reporting (ICFR) can lead to errors and fraud. SOX 404 requires management to assess and report on ICFR, and for most large filers, an auditor attestation is required.
  • Compliance Notes: Always engage qualified legal counsel and independent auditors. Stay updated on SEC rule changes (e.g., recent climate disclosure proposals). Implement robust disclosure controls and procedures (DCPs) to ensure information is recorded and reported accurately and on time.

7. References & Sources

8. Related Topics

  • SEC Form 10-K (Annual Report)
  • SEC Form 10-Q (Quarterly Report)
  • SEC Form 8-K (Current Report)
  • Sarbanes-Oxley Act (SOX) Compliance
  • Internal Controls Over Financial Reporting (ICFR)
  • XBRL (eXtensible Business Reporting Language)
  • EDGAR Filer Manual
  • Role of the Independent Auditor
← Back to Knowledge Base
Get StartedGet Quote