WHICH COMPANIES FILE REPORTS WITH THE SEC?

In general, the federal securities laws require all but the smallest of public companies to file reports with the SEC. A company can become "public" in one of two ways:

Issuing securities in an offering or transaction that's registered with the SEC 

Registering the company and its outstanding securities with the SEC. 

Both types of registration trigger ongoing reporting obligations, meaning the company must file periodic reports that disclose important information to investors about its business, financial condition, and management.  This information is a treasure trove for investors: it tells you whether a company is making money or losing money and why. You'll find this information in the company's quarterly reports on Form 10-Q, annual reports (with audited financial statements) on Form 10-K, and periodic reports of significant events on Form 8-K.

A company must file with the SEC if any are true:

It has 500 or more investors and $10 million or more in assets

It lists its securities on the following stock markets:
      United States Exchanges
      International Securities Exchanges

Its securities are quoted on the OTCBB.

All OTCBB companies must file updated reports with the SEC or with their banking or insurance regulators. Any company that does not file timely reports with the SEC or their banking or insurance regulators is removed from the OTCBB.

When an OTCBB company fails to file its reports on time, FINRA will add a fifth letter "E" to its four-letter stock symbol. The company then has 30 days to file with the SEC or 60 days to file with its banking or insurance regulator. If it's still delinquent after the grace period, the company will be removed from the OTCBB. 

With few exceptions, companies that file reports with the SEC must do so electronically using the SEC's EDGAR system. EDGAR stands for electronic data gathering and retrieval. The EDGAR database is on the SEC website You'll find many corporate filings in the EDGAR database, including annual and quarterly reports and registration statements. 

CAUTION   
By law, the reports that companies file with the SEC must be truthful and complete, presenting the facts investors find important in making decisions to buy, hold, or sell a security. But the SEC cannot guarantee the accuracy of the reports companies file. Some dishonest companies break the law and file false reports. Every year, the SEC brings enforcement actions against companies who've "cooked their books" or failed to provide important information to investors. 

WHICH COMPANIES DON'T HAVE TO FILE WITH THE SEC?

Smaller companies
those with less than $10 million in assets generally do not have to file with the SEC. But some smaller companies, including microcap companies, may voluntarily register with the SEC. As described above, companies that register with the SEC must also file quarterly, annual, and other reports.

OFFERING REQUIREMENTS INFORMATION

Any company that wants to offer or sell securities to the public must either register with the SEC or meet an exemption. Here are two of the most common exemptions that many microcap companies use:

Reg A Offerings   
Companies raising less than $5 million in a 12-month period may be exempt from registering their securities under a rule known as Regulation A.  Instead of filing a registration statement through EDGAR, these companies file a copy of an offering circular with the SEC containing financial and other information.

Reg D Offerings   
Some smaller companies offer and sell securities without registering the transaction under an exemption known as Regulation D. Reg D exempts from registration companies that seek to raise less than $1 million dollars in a twelve-month period.  While companies claiming an exemption under Reg D don't have to register or file reports with the SEC, they must file a Form D. Form D is a notice that includes the names and addresses of owners and stock promoters, but little other information. You may be able to find out more about Reg D companies by contacting your state securities regulator. 

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