Regulation S-X

Regulation S-X is a Securities and Exchange Commission (SEC) regulation under the Securities Act that outlines how registrants should disclose financial statements on registration statements , periodic reports , and other filings. Compare with Regulation S-K , which outlines how registrants should disclose qualitative descriptors in filings.

Application

Regulation S-X prescribes how registrants should disclose financial statements for a broad range of filings, both for offering filings under the Securities Act and reports under the Exchange Act . Section 210.01 of Regulation S-X states that the requirements of Regulation S-X apply to registration statements for initial public offerings (IPOs) and shelf offerings , registration statements under Section 12 of the Exchange Act, periodic reports, going-private statements, tender offers , proxy statements , any other documents required to be filed under the Exchange Act, and registration statements and shareholders reports under the Investment Company Act of 1940. Regulation S-X most commonly arises in the context of drafting a Form S-1 , Form 10-K , or Form 8-K .

Requirements

Regulation S-X is broken down into different topics outlining requirements for accountants and general instructions for financial statements. The text of Regulation S-X can be found in 17 C.F.R. Part 210 . See below for an outline of Regulation S-X requirements, highlighting important provisions, by regulatory subpart and items:

  • Qualifications and Reports of Accountants. Section 210.2-01 lays out requirements to ensure that auditors are qualified and independent. Section 210.2-02 lays out requirements for accountants’ reports.
  • General Instructions as to Financial Statements. Section 210.3-01 lays out requirements for filing consolidated balance sheets . Section 210.3-02 lays out requirements for filing consolidated statements of comprehensive income and cash flows. Section 210.3-03 lays out instructions to statements of comprehensive income requirements. Section 210.3-05 lays out requirements for filing financial statements of businesses acquired or to be acquired. Section 210.3-09 lays out requirements for filing separate financial statements of unconsolidated subsidiaries. Section 310.3-12 lays out expiry dates for financial statements based on the category of the company. Section 210.3A-02 lays out requirements for filing consolidated financial statements of the registrant and its subsidiaries.
  • Rules of General Application. Sections 210.4-01 to 210.4-10 lay out requirements as to form, terminology, captions, omissions of unnecessary or identical information, and general notes to financial statements.
  • Sections 210.5 to 210.9 apply to specific types of registrants, such as insurance companies and smaller reporting companies.
  • Pro Forma Financial Information. Sections 210.11-01 to 210.11-03 lay out requirements for pro forma financial information that must be included in a registration statement when a significant acquisition has occurred or is probable.

[Last reviewed in February of 2022 by the Wex Definitions Team ]

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