What is EDGAR?
EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system, performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the U.S. Securities and Exchange Commission (SEC). The SEC requires that most documents be submitted in an electronic format. EDGAR filing agents have the ability to convert (EDGARize) those documents to an acceptable format and submit them to the SEC. For more information about EDGAR, please visit www.sec.gov/edgar/aboutedgar.htm.
When do I have to file?
Different files have different requirements; you can find the standard list of forms that must be filed and their corresponding instructions on the FORMS page.
Does the SEC charge a fee to file?
(From the SEC Edgar® Filer Manual Volume II) “You must pay filing fees when you submit most registration statements under the Securities Act of 1933 and transaction filings such as merger proxy statements under the Securities Exchange Act of 1934. You do not pay an initial registration fee for mutual fund and unit investment trust registration statements, but you pay fees each year when you file your Form 24F-2.“
If your filing is fee bearing and adequate funds are not available in your account, the filing will eventually be suspended. Fees are charged for fee bearing filings regardless of the type of tool used to construct your filing.
How do I know how much my registration fee will be and how do I pay?
Your registration fee is calculated based on the proposed public offering of shares of common stock. The current fee is $30.7055.80 per $1,000,000. You may easily obtain your registration fee amount by using the Registration Fee Calculator on the RESOURCES page.
You can pay your filing fees by Wire Transfer or by Mail or Hand Delivery. The payment must be sent to U.S. Bank of St. Louis which is the U.S. Treasury designated depository of SEC filing fees.
Wire Transfer Payments:
U.S. Bank’s hours of operation are 8:30 a.m. to 6:00 p.m. EST for wire transfers. For instructions and payments, please visit http://www.sec.gov/info/edgar/fedwire.htm.
Mail and Hand Delivery:
All checks and money orders should be made payable to the Securities and Exchange Commission. The front of the check or money order must include the SEC's account number (152307768324) and your CIK number. Mail the payment to: Securities and Exchange Commission, PO Box 979081, St. Louis, MO 63197-9000. Fee payments sent via FedEx, Airborne, DHL, and UPS should go to U.S. Bank, Government Lockbox 979081, 1005 Convention Plaza, SL-MO-C2-GL, St. Louis, MO 63101. Don't forget to also include a piece of paper with the SEC account number 152307768324 and your CIK number with all cash payments.
What is HTML?
HTML stands for HyperText Mark-up Language which is used to create documents that are portable from one platform to another. HTML allows different font sizes and types as well as graphic images. The HTML accepted by the SEC is a very limited subset of the overall HTML standard.
What is ASCII?
ASCII stands for the American Standard Code for Information Interchange. This is a binary code used by the computer to represent characters. ASCII is very limited in formatting and cannot display different fonts or styling information.
Should I use HTML or ASCII?
Although the SEC is currently accepting both formats, it is likely that they will require HTML for most filings in the future. Because of this, it is recommended that filers become familiar with the HTML filings. Also, because HTML can be formatted as desired, the filings have a more polished, professional appearance which in turn demonstrates a more refined representation of your business. In addition, the HTML format will work hand-in-hand with XBRL when XBRL becomes mandatory for filers.
What is XBRL?
XBRL is part of the family of XML languages which focuses on improving financial reporting and enhancing the capabilities of analyzing specific data within a filing. XBRL stands for eXtensible Business Reporting Language which, instead of lumping financial information together with the rest of the filing, provides specific identifying tags for each item of data. These tags allow computers to recognize the information, exchange it with other computers, analyze it against other reporting periods or against other companies and store it for future use.
The SEC has unveiled a successor to the EDGAR database which is called the IDEA system (Interactive Data Electronic Applications). IDEA is a further realization of the XBRL concept and will run parallel to the EDGAR system for approximately five years. The software that we use for your EDGAR filings already has the capability to prepare XBRL documents.
The SEC has introduced XBRL as a voluntary filing program initiative and will allow companies to submit XBRL versions of their financial information as part of their existing filing process to the SEC. Companies may file XBRL documents as supplemental information to Form 8-K, 6-K, 10-Q, or 10-K, along with the official HTML documents.
On December 17, 2008, the SEC released a final ruling that the largest companies (with public float greater than $5 million) will be required to report financial statements in XBRL starting with their first fiscal period on or after June 15, 2009. All other accelerated filers will be required to file in XBRL 12 months later (on or after June 15, 2010) and all other public companies 12 months after that (on or after June 15, 2011).
What are filing codes and what are they used for?
You will receive five codes from the SEC when you submit your Form ID request. Each code serves a different, important purpose:
CIK (Central Index Key) - This code identifies your company to the SEC. The code is referenced with your filings and is available to the public.
CCC (CIK Confirmation Code) - This code, along with the CIK number, is used to submit your filings. This code is confidential and NOT available to the public.
Password - This is a confidential code used along with the CIK number to log on to web sites for submitting Section 16 forms and other filings. This code's purpose is to verify that the entity submitting the form has permission to do so.
PMAC - This code is used to authorize a change of password and is extremely confidential.
Passphrase - This code is necessary if you want to submit documents to EDGAR by yourself of if you need to change your filing codes.
What if I don't have my filing codes?
If you've already registered with the SEC, but no longer have your filing codes, please let us know. If you have some information (passphrase, password, etc.), we can use that to generate new codes. Please complete the NEW ACCOUNT SETUP FORM from the forms page and send it to us with your request. We can also request a new set of codes using your CIK number alone. We will provide you with a form to be notarized and faxed to the SEC.
If you haven't registered with the SEC yet, we can also help you obtain your filing codes. Please complete the ACCOUNT SETUP FORM and send it to us to get started.
What if I can't make my filing deadline?
You must complete a 12b-25 (Notice of Late Filing) which is due one business day following the original filing due date. This will allow for an additional 5-15 calendar days from the date the filing was originally due depending on the type of filing. You can find a template for the 12b-25 under the FORMS page.
How do I get my files to you?
You can e-mail your documents to us at: edgar@publicease.com We have provided Word templates for many of the common SEC form types on the FORMS page for your convenience. We prefer documents to be provided in Microsoft Word, Excel and/or WordPerfect format. Under the FORMS page you will also find fillable PDF versions of the Form ID and Section 16 forms that can be filled out and e-mailed to us.
What is your standard turn-around time?
Typically, we can Edgarize and return your documents to you in less than 6 hours, depending on the file type and complexity of the filing. If you have an urgent deadline, please communicate that to us so we can make sure your document is returned ASAP.
How is payment handled?
Once your document has been filed with the SEC, we will mail you an invoice. You have the option to pay by check, credit card and/or wire transfer
How do I know if my filing has been accepted?
We will send you a confirmation e-mail from the SEC once your file has been accepted.
What is my deadline for filing a 10-Q or 10-K?
10-Qs must be filed within 45 days from fiscal quarter end for non-accelerated filers and within 40 days for accelerated filers. 10-Ks must be filed within 90 days from fiscal year end for non-accelerated filers and within 75 days for accelerated filers.
Why Publicease?
Publicease has served the industry since 1996. We pride ourselves on the relationships we build in the industry. It is the combination of great service and pricing that keeps our clients happy at Publicease.
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