When Does a Benefit Plan Have to File with the SEC?
Does your defined contribution plan offer employer securities as an investment option? If so, the plan may be subject to additional filing requirements with the Securities and Exchange Commission (“SEC”). In general, if employees are given the option to acquire employer securities with their own contributions, additional filings are required with the SEC.
Form S-8, a registration statement under the Securities Act of 1933, should be filed by the employer to register the employer securities to be acquired under the defined contribution plan. Form S-8 is updated each year by filing Form 11-K. Annual reporting on Form 11-K requires an audit in accordance with Public Company Accounting Oversight Board (“PCAOB”) standards.
Plan sponsors should consider the additional SEC requirements in conjunction with their reporting requirements under Form 5500 with the Department of Labor (“DOL”) and Internal Revenue Service, as shown below.
|SEC Requirements||DOL Requirements|
|Audit Opinion||Must not reference GAAS*
Must reference PCAOB
|Must Reference GAAS*|
|Scope of Audit||Full scope audit required||Limited or full scope audit may
|Return due dates
(for 12/31/14 plan year)
|Form 11-K due 180 days after
|Form 5500 due 7 months after
year-end (7/31/15), extended
another 2 1/2 months (10/15/15)
* GAAS refers to Generally Accepted Auditing Standards
Because of the differences noted above, sponsors of plans requiring SEC reporting will routinely hire an independent public accounting firm to perform a full scope audit, and prepare two separate audit opinions with a target audit completion date of the end of June.