C.F.R. » Title 17 » CHAPTER II—SECURITIES AND EXCHANGE COMMISSION › PART 210—FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934, INVESTMENT COMPANY ACT OF 1940, INVESTMENT ADVISERS ACT OF 1940, AND ENERGY POLICY AND CONSERVATION ACT OF 1975

17 C.F.R. § 210.3-11

Financial statements of an inactive registrant

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If a registrant is an inactive entity as defined below, the financial statements required by this regulation for purposes of reports pursuant to the Securities Exchange Act of 1934 may be unaudited. An inactive entity is one meeting all of the following conditions:

(a) Gross receipts from all sources for the fiscal year are not in excess of $100,000;

(b) The registrant has not purchased or sold any of its own stock, granted options therefor, or levied assessments upon outstanding stock,

(c) Expenditures for all purposes for the fiscal year are not in excess of $100,000;

(d) No material change in the business has occurred during the fiscal year, including any bankruptcy, reorganization, readjustment or succession or any material acquisition or disposition of plants, mines, mining equipment, mine rights or leases; and

(e) No exchange upon which the shares are listed, or governmental authority having jurisdiction, requires the furnishing to it or the publication of audited financial statements.

Notes of Decisions
Cited in 1 case, 1984–1984 · leading case: Sec. & Exch. Comm'n v. Diversified Growth Corp., 595 F. Supp. 1159 (D.D.C. 1984).
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Sec. & Exch. Comm'n v. Diversified Growth Corp., 595 F. Supp. 1159 (D.D.C. 1984). “Defendants argue that they are relieved of the requirement of furnishing audited financials by 17 CFR § 210.3-11 which exempts “inactive entities”, and by 17 CFR § 240 .”
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