SEC Filing Compliance Checklist

Workflow a public-company controller, SEC reporting manager, or external SEC counsel runs to prepare, review, and EDGAR-file periodic reports (Form 10-K, 10-Q, 8-K). Backward-paced from the filing deadline and gated on audit-committee approval and EDGAR validation results.

6 sections 22 steps Collects data
1

Pre-Filing Setup

  1. Confirm filing type and statutory deadline
    • Identify the form and confirm the filer category (Large Accelerated, Accelerated, Non-Accelerated, SRC). 10-K is due 60/75/90 days after fiscal year-end; 10-Q is 40/45 days after quarter-end; 8-K is 4 business days after the triggering event. Set the run due date to the filing deadline so the rest of the workflow paces backward from it.

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  2. Verify prior periodic filings are current
    • Pull the EDGAR filing history and confirm no outstanding amendments (10-K/A, 10-Q/A) or unfiled 8-Ks. A delinquent filing breaks Form S-3 eligibility and Rule 144 availability — flag immediately to the GC if anything is open.

  3. Review recent SEC C&DIs and final rules
    • Check Corp Fin's latest Compliance & Disclosure Interpretations and any final rules effective this period — cybersecurity disclosure (Item 106), pay versus performance (Item 402(v)), clawbacks (Rule 10D-1), insider-trading arrangement disclosure (Item 408). Note any new disclosures the form must now carry.

2

Financial Statement Preparation

  1. Lock the GL and tie out the trial balance
    • Hard-close the period in the ERP, run the consolidated trial balance, and tie sub-ledgers (A/R, A/P, fixed assets, debt, equity) to the GL. Any post-close AJEs require a documented memo and disclosure committee notification.

  2. Draft financial statements per Regulation S-X
    • Prepare the balance sheet, income statement, statement of comprehensive income, statement of cash flows, and statement of stockholders' equity in the form and content required by Reg S-X Articles 5 and 10. Include the comparative prior-period columns S-X requires for the form being filed.

  3. Reconcile non-GAAP measures per Reg G
    • For every non-GAAP measure (Adjusted EBITDA, Adjusted EPS, free cash flow), present the most directly comparable GAAP measure with equal or greater prominence and a quantitative reconciliation. Watch the Item 10(e) prohibitions — no individually tailored revenue measures, no per-share liquidity measures.

  4. Tag financials in Inline XBRL
    • Apply Inline XBRL tagging to the primary financial statements, footnotes (block and detailed tagging), and cover page. Use the latest US-GAAP and DEI taxonomies; custom extensions need definitions. Save the rendered iXBRL package for review.

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3

Narrative and Exhibit Drafting

  1. Draft MD&A per Item 303 of Reg S-K
    • Cover results of operations, liquidity and capital resources, and material cash requirements. Discuss known trends and uncertainties under the 2021 Item 303 amendments. Update critical accounting estimates with quantitative sensitivity where reasonably available.

  2. Refresh risk factors per Item 105
    • Walk last filing's risk factors against the period's events — litigation, cyber incidents, material customer changes, macro shifts. Use the Item 105 summary if total risk factors exceed 15 pages. Flag any new principal risk for disclosure committee review.

  3. Assemble the Item 601 exhibit index
    • List required exhibits — material contracts, debt agreements, certifications, XBRL files, cover page interactive data — using the Item 601(a) numbering. Confirm hyperlinks per Rule 411 and that nothing material was redacted without a confidential-treatment basis under Item 601(b)(10)(iv).

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4

Internal Review and Sign-Off

  1. Circulate the draft to the disclosure committee
    • Send the consolidated draft to the disclosure committee (CFO, GC, controller, IR, internal audit) with a redline against last period. Capture comments in the workpaper; track resolution on every comment before sign-off.

  2. Route the draft to outside SEC counsel
    • Outside counsel reviews for forward-looking statement safe-harbor language, proper PSLRA cautionary statement updates, and conformity with the latest C&DIs. Pay special attention to legal proceedings (Item 103) and any new Item 1.05 cybersecurity disclosure language.

  3. Present financials to the audit committee
    • For 10-K and 10-Q: walk the audit committee through the financials, critical audit matters from the auditor, any material weakness or significant deficiency, and disclosure controls effectiveness. Document the committee's pre-issuance review per its charter.

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  4. Address audit committee revisions and recirculate
    • Incorporate the committee's revisions, refresh the redline, and recirculate to the chair for confirmation that the changes meet the request. Update workpapers and re-run iXBRL tagging if presentation changed.

  5. Obtain CEO and CFO Section 302/906 certifications
    • Sub-certifications from process owners (revenue, treasury, IT, tax, legal) feed into the principal officers' Section 302 and 906 certifications. Both certifications are exhibits 31 and 32; the 906 certification is furnished, not filed.

5

EDGAR Submission

  1. Validate Inline XBRL via the EDGAR Renderer
    • Run the iXBRL package through the SEC's EDGAR Renderer / Arelle to catch calculation inconsistencies, missing contexts, and invalid extension elements. Resolve all errors and review warnings before submitting a test filing.

  2. Submit a test filing through EDGAR
    • Use the EDGAR test filer (TEST submission type) to validate the full package end-to-end. Review the EDGAR notification email for any errors or suspended-filing warnings before going live.

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  3. Resolve EDGAR validation errors
    • Common offenders: missing or wrong CIK, invalid period of report, broken exhibit hyperlinks, calculation inconsistencies in iXBRL. Fix, re-package, and re-submit a clean test before going live. Do not live-file with unresolved validation errors.

  4. Live-file before the 5:30 PM ET deadline
    • EDGAR considers a filing same-day if accepted by 5:30 PM ET; submissions after that are next-business-day. Build in a 90-minute buffer — system slowdowns near deadline are routine. Capture the accession number on submission.

6

Post-Filing Distribution

  1. Download the EDGAR acceptance receipt
    • Save the EDGAR acceptance email and the filing's accession number to the close binder. Confirm the filing is searchable on EDGAR full-text and that the document appears correctly rendered (no broken iXBRL viewer).

  2. Post the filing to the investor relations site
    • SEC Rule 14a-21 and Item 101 expect timely IR-site posting of periodic reports. Update the SEC Filings page, the latest-news feed, and any earnings-related landing page with the EDGAR link or the hosted PDF.

  3. Notify analysts and the IR distribution list
    • Send the analyst and institutional-investor distribution list a Reg FD-compliant notice with the EDGAR link. Coordinate with IR if the filing accompanies an earnings release or 8-K Item 2.02 furnishing.

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