Filer status sets the deadlines, the disclosure scale and the audit requirements an SEC registrant faces. It also decides which Regulation S-X age-of-statements limits apply. A firm taking on a public company audit has to read the client's status correctly, because the wrong category produces the wrong timetable and the wrong scope.
This guide sets out the tests in Exchange Act Rule 12b-2 for smaller reporting companies, accelerated filers and large accelerated filers, and the emerging growth company definition in the Securities Act. It paraphrases the rule. Read 17 CFR 240.12b-2 for the controlling text. The figures below are those in the rule text cited in Sources. On May 19, 2026 the SEC proposed changes to filer status (Release 33-11419) that would reduce the categories to large accelerated and non-accelerated filers and raise the large accelerated filer float threshold; comments closed July 20, 2026, and the tests below stay in force until the SEC adopts a final rule.
Public float is the measuring stick
Most of the tests turn on public float, the aggregate market value of the issuer's common equity held by non-affiliates. The measurement date for the accelerated filer categories is the last business day of the issuer's latest completed second fiscal quarter. Determining public float means identifying affiliates, which is a judgment the auditor reads but the issuer makes. Ask for the issuer's affiliate list and its computation, and tie share counts to the transfer agent or equity records.
Accelerated filer and large accelerated filer
Under Rule 12b-2, an accelerated filer is an issuer with public float of $75 million or more but less than $700 million as of the last business day of its latest completed second fiscal quarter. It must also meet these conditions:
- It has been subject to Exchange Act Section 13(a) or 15(d) reporting for at least twelve calendar months.
- It has filed at least one annual report.
- It is not eligible to use the smaller reporting company revenue test.
A large accelerated filer has public float of $700 million or more, measured the same way, and meets the same reporting-history and revenue-test conditions.
Exit thresholds are lower than entry thresholds. An accelerated filer ceases to be one when public float falls below $60 million at the measurement date, or when it qualifies under the smaller reporting company revenue test. A large accelerated filer leaves that status when public float falls below $560 million, in which case it may become an accelerated filer, or when it qualifies under the revenue test. The gap prevents issuers from moving in and out of a category on small changes in market value.
An issuer that does not meet the accelerated or large accelerated conditions is a non-accelerated filer, the status it falls into on exit.
Smaller reporting company
A smaller reporting company is an issuer that is not an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent that is not a smaller reporting company, and that meets either of two tests:
- Public float test: public float of less than $250 million.
- Revenue test: annual revenues of less than $100 million, and either no public float or a public float of less than $700 million.
Status is determined annually. An issuer with a public float below $250 million qualifies regardless of its revenue. The revenue test lets a company with a large float but modest revenue also qualify, up to the float limit in the test. Once an issuer exceeds a threshold and loses the status, it requalifies only if its public float falls below $200 million, or if its float and revenues meet the rule's requalification chart.
For an initial registration statement, public float is measured as of a date within 30 days of the filing date and, for a Securities Act registration statement, counts the shares being registered at the estimated offering price, so a first-time registrant that is about to list does not have zero float. The no-public-float branch of the revenue test applies only to an issuer with no public equity float at all. The auditor should look at how the issuer determined its status and which test it relied on.
Emerging growth company
Under the Securities Act definition, an emerging growth company is an issuer with total annual gross revenues of less than $1.235 billion during its latest completed fiscal year. The status ends at the earliest of several events:
- The last day of the fiscal year in which the issuer has total annual gross revenues of $1.235 billion or more.
- The last day of the fiscal year following the fifth anniversary of the issuer's first sale of common equity securities under an effective registration statement.
- The date on which the issuer has issued more than $1 billion in non-convertible debt during the previous three years.
- The date on which the issuer becomes a large accelerated filer.
The SEC set the $1.235 billion revenue figure in 2022 in Release 33-11098, up from $1.07 billion, under the JOBS Act requirement to index the figure to inflation every five years.
Emerging growth company and smaller reporting company are separate categories. An issuer can be one, both or neither, and the two have different tests and different consequences. Do not read one status from the other.
What the auditor does with filer status
Filer status is a client assertion that the auditor reads into the engagement. Four decisions depend on it.
- Financial statement requirements. The age of financial statements and the number of years presented depend on filer category. See Regulation S-X age of financial statements and staleness.
- Deadlines. The due dates for annual and quarterly reports vary by category, and the audit calendar has to work backward from them.
- Internal control reporting. Whether the auditor attests to internal control over financial reporting depends on filer status. See SOX 404 management assessment and auditor attestation.
- Disclosure scale. Smaller reporting companies can follow scaled disclosure requirements, which affects what the audit team reads against.
Documenting the determination
For each engagement, the file should contain:
- The issuer's public float computation at the measurement date, the affiliate list used and the share and price data behind it.
- The revenue figure used and where it ties to the audited financial statements.
- The conclusion on smaller reporting company, accelerated filer, large accelerated filer and emerging growth company status, with the date of each determination.
- Any transition, such as an exit threshold crossing, and the effective date of the change.
When status changes, update the engagement plan before the next filing cycle, not after.
Common errors
- Measuring float on the wrong date.
- Treating all holders as non-affiliates.
- Ignoring the lower exit thresholds and moving an issuer between categories on a small change.
- Reading emerging growth company status as a permanent attribute rather than one that ends on defined events.
- Assuming that a smaller reporting company is automatically a non-accelerated filer. The revenue-test link in the accelerated filer definition matters, so apply both definitions.
CORAA prepares ready-to-review audit files for US CPA firms. For public company work, the firm keeps the client, the review and the signature, and keeps responsibility for the determinations above. See /us.
Sources
- Legal Information Institute, 17 CFR 240.12b-2, Definitions: https://www.law.cornell.edu/cfr/text/17/240.12b-2
- SEC, Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies (proposed rule, Release 33-11419): https://www.sec.gov/rules-regulations/2026/05/s7-2026-18
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AU-C references are to AICPA Professional Standards, paraphrased here; read the standard itself before relying on a requirement. This page is guidance, not professional advice. Report an error