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. § 210.3-12

Age of financial statements at effective date of registration statement or at mailing date of proxy statement

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(a) If the financial statements in a filing are as of a date the number of days specified in paragraph (g) of this section or more before the date the filing is expected to become effective, or proposed mailing date in the case of a proxy statement, the financial statements shall be updated, except as specified in the following paragraphs, with a balance sheet as of an interim date within the number of days specified in paragraph (g) of this section and with statements of comprehensive income and cash flows for the interim period between the end of the most recent fiscal year and the date of the interim balance sheet provided and for the corresponding period of the preceding fiscal year. Such interim financial statements may be unaudited and need not be presented in greater detail than is required by § 210.10-01. Notwithstanding the above requirements, the most recent interim financial statements shall be at least as current as the most recent financial statements filed with the Commission on Form 10-Q.

(b) Where the anticipated effective date of a filing, or in the case of a proxy statement the proposed mailing date, falls within the number of days subsequent to the end of the fiscal year specified in paragraph (g) of this section, the filing need not include financial statements more current than as of the end of the third fiscal quarter of the most recently completed fiscal year unless the audited financial statements for such fiscal year are available or unless the anticipated effective date or proposed mailing date falls after 45 days subsequent to the end of the fiscal year and the registrant does not meet the conditions prescribed under paragraph (c) of § 210.3-01. If the anticipated effective date or proposed mailing date falls after 45 days subsequent to the end of the fiscal year and the registrant does not meet the conditions prescribed under paragraph (c) of § 210.3-01, the filing must include audited financial statements for the most recently completed fiscal year.

(c) Where a filing is made near the end of a fiscal year and audited financial statements for that fiscal year are not included in the filing, the filing shall be updated with such audited financial statements if they become available prior to the anticipated effective date, or proposed mailing date in the case of a proxy statement.

(d) The age of the registrant's most recent audited financial statements included in a registration statement filed under the Securities Act of 1933 or filed on Form 10 (17 CFR 249.210) under the Securities Exchange Act of 1934 shall not be more than one year and 45 days old at the date the registration statement becomes effective if the registration statement relates to the security of an issuer that was not subject, immediately before the time of filing the registration statement, to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934.

(e) For filings by registered management investment companies, the requirements of § 210.3-18 shall apply in lieu of the requirements of this section.

(f) Any foreign private issuer may file financial statements whose age is specified in Item 8.A of Form 20-F (§ 249.220f of this chapter). Financial statements of a foreign business which are furnished pursuant to § 210.3-05 or § 210.3-09 because it is an acquired business or a 50 percent or less owned person may be of the age specified in Item 8.A of Form 20-F.

(g)(1) For purposes of paragraph (a) of this section, the number of days shall be:

(i) 130 days for large accelerated filers and accelerated filers (as defined in § 240.12b-2 of this chapter); and

(ii) 135 days for all other registrants.

(2) For purposes of paragraph (b) of this section, the number of days shall be:

(i) 60 days (75 days for fiscal years ending before December 15, 2006) for large accelerated filers (as defined in § 240.12b-2 of this chapter);

(ii) 75 days for accelerated filers (as defined in § 240.12b-2 of this chapter); and

(iii) 90 days for all other registrants.

[45 FR 62687, Sept. 25, 1980] Editorial Note:For Federal Register citations affecting § 210.3-12, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and at www.govinfo.gov.
Notes of Decisions
Cited in 10 cases (1 in the last 5 years), 1998–2025 · leading case: In re Facebook, Inc., IPO Sec. & Derivative Litig., 986 F. Supp. 2d 487 (S.D.N.Y. 2013).
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In re Facebook, Inc., IPO Sec. & Derivative Litig., 986 F. Supp. 2d 487 (S.D.N.Y. 2013). “While the SEC does not require disclosure of revenue data from a quarter that is completed up to a month and a half before an IPO, see Regulation S-X, 17 C.F.R. § 210.3-12 (a) (mandating that registration statements contain financial statements that are no more than 135 days…”
In Re Turkcell Iletisim Hizmetler, A.S. Sec. Litig., 202 F. Supp. 2d 8 (S.D.N.Y. 2001). “17 C.F.R. § 210.3-12 (a). Second, courts have mandated disclosure of interim financial information when the interim results represent an “extreme departure from the range of results which could be anticipated based on currently available information.”
DeMaria v. Andersen, 318 F.3d 170 (2d Cir. 2003). · cites it 2× “Although Regulation S-X specifically sets forth circumstances under which stale financial information must be updated with interim data, see 17 C.F.R. § 210.3-12 , it is not the only operative SEC regulation.”
DeMaria v. Andersen, 153 F. Supp. 2d 300 (S.D.N.Y. 2001). “” 17 C.F.R. § 210.3-12 (a) (2000). Stated another way, the most recent financial statements cannot be more than 135 days old.”
In Re Focus Media Holding Ltd. Litig., 701 F. Supp. 2d 534 (S.D.N.Y. 2010). “17 C.F.R. § 210.3-12 (a). Focus Media’s registration statement was declared effective on November 7, 2007, fewer than 135 days after the June 30, 2007, close of the second quarter, for which the Registration Statement contained complete financial results.”
In Re N2k Inc. Sec. Litig., 82 F. Supp. 2d 204 (S.D.N.Y. 2000). “” 17 C.F.R. § 210.3-12 (a). N2K’s registration statement was declared effective on April 14, 1998; thus, only if the financial statements therein were “as of’ November 28, 1997 or earlier — 135 days or more prior to April 14, 1998— would the disclosure of the company’s first…”
Gart v. Electroscope, Inc., 24 F. Supp. 2d 969 (D. Minnesota 1998). “The SEC regulations require that financial information be updated only if the included financial statements are as of a date 135 days or more prior to the effective date of the registration statement.”
Sodha v. Golubowski (9th Cir. 2025). · cites it 5× “, 17 C.F.R. §§ 210.3-12 (g), 249.308a(a). Because Item 303 contains no such rules, we will not read them in.”
City of Warren Police & Fire Ret. Sys. v. Natera Inc. (Cal. Ct. App. 2020). “36 , citing 17 C.F.R. § 210.3-12 (a), (g).) Further, SEC regulations give companies 45 days after the end of a quarter to report quarterly results ( 17 C.”
Boston Ret. Sys. v. Uber Tech., Inc. (N.D. Cal. 2020). “They claim SEC Regulation S–X required them to 26 disclose their financial position as of 135 days prior to the RS’s effective date.”
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