Hi everyone; a reminder that we are just over a month away from the deadline to file Form C-AR by May 1.*
We wanted to flag some issues:
- If you sold any securities under your Form C, even if you didn’t sell them until this year, and even if you didn’t sell them until April 30, a Form C-AR with 2022 financials is due by May 1.
- Even if your current Form C already includes 2022 financial statements, a Form C-AR is due by May 1.
- If you do not have an open offering or otherwise have audited or reviewed statements available, the financial statements do not have to be audited or reviewed, but they do need to be in US GAAP format. This means balance sheet (as at December 31, 2021 and 2022), P&L, cash flow and changes in equity (for 2021 and 2022) as well as footnotes.
- QuickBooks is not US GAAP.
- If you used a “crowdfunding special purpose vehicle, it is an “issuer” under Rule 202 (the rule that says you have to file annual reports) and must file its own financial statements too. (See General Instructions to Form C.)
As a reminder: if with this filing you are eligible to exit the Regulation CF ongoing reporting regime, you are required to file your Form C-TR as a notice filing within 5 business days of the event to exit reporting in order to notify investors. However, the notice filing is not a condition of terminating reporting, and a late filing of the Form C-TR will not result in the loss of eligibility to terminate reporting.
As always, this isn’t legal advice, but feel free to call us if you need advice.
*If you do not have a fiscal year ending on December 31, your Form C-AR is due 120 after the end of your fiscal year, and dates above should be adjusted accordingly.