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 updated in February of 2022 by the Wex Definitions Team]