Defining Issues | April 2020

SEC amendments to filer definitions exempt more issuers from ICFR audits

The SEC has amended the accelerated filer and large accelerated filer definitions to exclude ‘smaller reporting company’ issuers with less than $100 million in annual revenue. The amendments relieve these low-revenue issuers from the internal control over financial reporting (ICFR) auditor attestation requirements.   


Public companies, including foreign issuers and business development companies

Relevant dates

SEC press release

  • Annual reports due on or after April 27, 2020

Key impacts

The amendments:

  • Exclude from the accelerated filer and large accelerated filer definitions issuers that are eligible to be a smaller reporting company (SRC) and have annual revenue of less than $100 million.
  • Increase the transition thresholds from:
    • $500 million to $560 million to exit large accelerated filer status
    • $50 million to $60 million to become a non-accelerated filer.
  • Add the SRC revenue test to the transition thresholds for exiting both accelerated and large accelerated filer status.
  • Add a check box to the cover pages of Forms 10-K, 20-F and 40-F to indicate whether ICFR auditor attestation is included in the filing.
  • Retain other requirements such as those related to independent audit committees and management certifications of financial reporting.

SRCs with less than $100 million in revenue will continue to be required to establish, maintain and assess effective internal control over financial reporting. However, these issuers will no longer be required to comply with ICFR auditor attestation requirements.



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