Registration Statements: Form 10-12B/A

The Rules

Amendments must be filed when a previous Form 10-12B is found to have errors. The error can be a simple typographical mistake noticed by an auditor or company officer a revised financial statement, or more serious problems discovered by the SEC.

What to Look For

There’s no specific format to a 10-12B/A, so there is no one-size-fits-all answer to know what to look for. It could be the whole Form 10 all over again with new data sprinkled throughout, which may or may not be listed or highlighted, or it could be one sheet of paper with an employee agreement and a signature.” Most amendments are technical in nature, says Philadelphia corporate attorney Richard Silfen. “It could be a simple typo,” he says. “When you see it you fix it.” But he adds that in some cases the amendments are more significant, such as when an auditor notices financial information is misstated. Likewise, the SEC occasionally requests more information, which would come in an amendment. Even those issues usually are technical, but they may raise important issues for investors.

In addition, 10-12Bs are sometimes released without all the required information; instead a company reveals the new details later by filing amendments. They could include employee stock offers, benefit plan details and other pro forma matters.