What Is the Difference Between 10-K and 20-F?

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What Is the Difference Between 10-K and 20-F?

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When you run your own business, navigating the IRS' tax regulations can be a headache. And when your shares hit the stock market, you'll need to deal with the U.S. Securities and Exchange Commission (SEC) as well.

If you've been researching the forms you need to file as the owner of a business with publicly traded stock, you've likely seen forms 10-K and 20-F mentioned. But what is the difference between 20-F vs. 10-K, and are you required to file either one? You'll find the answers to your questions (and save yourself another hassle) up ahead.

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What Is a 10-K Filing?

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First thing's first, what exactly is a 10-K filing anyway? In short, it's a form that U.S.-based public companies need to submit to the SEC on a yearly basis when filing their annual reports.

A business can also use Form 10-K to file a transition report when changing the end date of its fiscal year.

But what's in Form 10-K? As the SEC itself explains:

Form 10-K provides a comprehensive overview of the company's business and financial condition and includes audited financial statements.

The deadline for filing Form 10-K depends on how much money your company makes. Once your fiscal year ends:

  • Non-accelerated filers (those making $75 million or less) will have 90 days to file.
  • Accelerated filers (those making more than $75 million but less than $700 million) will have 75 days to file.
  • Large accelerated filers (those making $700 million or more) will have 60 days to file.

Note that Form 10-K is different than the annual report to shareholders and typically contains more in-depth financial information. For instance, in addition to many other details, your 10-K form will need to include your company's:

  • Audited financial statements
  • Current financial condition
  • Development over the prior fiscal year
  • Legal proceedings
  • Market price of (and dividends on) common equity and related stockholder matters
  • Directors, Executive Officers, and Corporate Governance
  • Executive compensation
  • Principal accountant fees and services

By filing Form 10-K, you'll be giving the SEC a detailed view of your company's performance, evolution and expenses for the most recent fiscal year. And even though you'll be sending Form 10-K to the SEC alone, it will be also be made available to the public.

Want to see real examples of other companies' 10-K filings? Head to the SEC's EDGAR database, search for any publicly traded company you'd like, open the company's profile, and click "10-K (annual reports)" under the "Selected Filings" section.

What Is a 20-F Filing?

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If a foreign company decides to list its equity shares on U.S. exchanges, then it will need to file Form 20-F with the SEC.

If your company is based outside the U.S., then you can use Form 20-F when:

  • Registering stock shares, other types of securities or an investment company with the SEC
  • Filing an annual report, which is required each year within four months of the fiscal year's end
  • Filing a transition report, which is only required when changing your business's fiscal year-end date

When filing Form 20-F, you can expect to provide plenty of information about your company's finances, involved parties and organization. For example:

  • Directors, senior management team, principal bankers, legal advisers and auditors
  • Statistics and key dates for each method of offering
  • Financial condition, capitalization, indebtedness and risk factors
  • History, development and structure
  • Operating results
  • Liquidity and capital resources
  • Employees (including directors) and their compensation
  • Major shareholders
  • Audited financial statements

By filing Form 20-F, you'll be allowing the SEC to understand your company and the securities it's selling (or intending to sell) on U.S. exchanges.

And just as with Form 10-K, all 20-F filings are available to the public via the SEC's EDGAR database.

20-F vs. 10-K: The Bottom Line

You might have a clearer idea of what Forms 20-F and 10-K are, but what's the difference between the two and which one should you file?

Here's what it boils down to:

  • Form 10-K is for U.S.-based companies, while Form 20-F is for foreign companies.
  • Form 10-K is used for filing annual reports and transition reports, while Form 20-F can be used to file an annual report, transition report or registration statement.

As such:

  • You should file Form 10-K if: your company is based inside the U.S. and needs to file its annual report or a transition report.
  • You should file Form-20-F if: your company is based outside the U.S., is selling securities on U.S. exchanges and needs to file its annual report, a transition report or a registration statement.

But knowing which of the two forms you need to file is just the beginning — next, you'll need to actually gather, organize and submit the large scope of information they demand.

And whether your company is based in the U.S. or not, it won't be a one-and-done deal. Rather, you'll have to do so every year for as long as your company's securities remain on the U.S. stock market.

If you want to simplify the process, ensure accuracy and save time, Incfile's experts can help you complete and file your annual report.

Don't Lose Liability Protection, Pay Penalties, and be Vulnerable to Lawsuits. Sign up for our Annual Report Filing Service.

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