September 1, 2026 | By: Jeff Haughey

By now, many of you have heard of a number of SEC proposals that have the potential to enhance capital formation in the U.S. and simplify the reporting process. In addition to these proposals, the SEC has designated a number of other proposed rule amendments in its Reg Flex Agenda that would further enhance these goals with an estimated proposal issue date as early as October of this year. There is no guarantee that any of the amendments to be proposed will be so issued by October. Regardless, public companies, their securities counsel, and their accountants will be very busy with this avalanche of proposals well into next year. Hopefully, the final rules will have the desired effects.

This Alert summarizes the proposals that will impact most public companies.

I.  Rules Already Proposed by the SEC

A.  Semi-Annual Reporting (comment period expired)

On May 5, 2026, the SEC announced a proposed rule that would give public companies the option of filing semi-annual reports rather than traditional quarterly reports. Form 10 S would generally require substantially the same categories of disclosure currently included in Form 10 Q, but on a six-month basis.

As proposed, companies reporting semi-annually would be required to include interim financial statements prepared in accordance with U.S. GAAP. Narrative disclosures would address performance and trends over a semi-annual period. If the rule were adopted, semi-annual reports on Form 10-S would be due within 40 or 45 days after the end of the first semi-annual period of the fiscal year, depending on the company’s filer status.

Notwithstanding the large number of negative comments received by the SEC, there is a fair chance this rule will be finalized this year and go into effect next year. Those companies that choose to adopt semi-annual reporting are expected to voluntarily continue to issue earnings releases and hold earnings calls every quarter.

B.  Filer Status (comment period expired)

On May 19, 2026, the SEC proposed rule and form amendments that would extend current disclosure scaling and other accommodations to most public companies; grant the smallest public companies extended deadlines to file their periodic reports; and simplify the public reporting company filer status framework.

SEC rules currently categorize public companies into five different compliance buckets. The proposal, if adopted, would raise the Large Accelerated Filer threshold from $700 million to $2 billion in public float, reserving the most demanding disclosure rules and reporting deadlines for the largest public companies.

According to the SEC’s Fact Sheet, other highlights include:

• Requiring that the public float threshold be met two years consecutively so that a one-year swing alone does not change filer status.
• Requiring at least 60 consecutive calendar months of reporting before a company can become a large accelerated filer.
• Eliminating the categories of accelerated filer and smaller reporting company filer so that all companies that are not large accelerated filers simply become non-accelerated filers. Non-accelerated filers would not be required to obtain an auditor’s attestation on a company’s internal control over financial reporting.
• Extending to all non-accelerated filers the same disclosure scaling and other accommodations currently available to smaller reporting companies and emerging growth companies. This includes no say-on-pay or say-when-on-pay shareholder advisory votes, scaled executive compensation disclosure (including no pay versus performance disclosure), and fewer years of financial statements (with reduced presentation requirements).
• Establishing a new sub-category of small non-accelerated filers for companies with total assets of $35 million or less for the two most recent years. Small non-accelerated filers would have an additional 30 days to file Form 10-K annual reports and an additional five days to file Form 10-Q quarterly reports.

C.  Registered Offering Reform (comment period expired)

Also on May 19, 2026, the SEC proposed reforms to the registered offering process that are intended to encourage public capital formation by increasing efficiency, flexibility, and cost savings for public companies, while making it easier for broker-dealers to provide research coverage for a broader universe of public companies and maintaining robust investor protections.

According to the SEC’s Fact Sheet, the proposed amendments would:

• Revise Form S-3’s eligibility criteria to enable a greater number of public companies to conduct shelf offerings, which allow quicker access to the public capital markets.
• Extend registration and offering communication flexibilities, many of which currently are reserved only for “well-known seasoned issuers,” to a broader set of issuers.
• Preempt state securities law registration and qualification requirements for all registered offerings.
• Modernize Form S-1 by expanding the ability to incorporate information by reference into that form.
• The SEC also proposed to amend the form’s instructions to provide that an issuer would remain Form S-3 eligible notwithstanding an untimely filing having been made during the relevant lookback period so long as: (a) the filing was made within seven calendar days of the original due date, and (b) the issuer made only one untimely filing during the relevant lookback period.

D.  Rescind Climate Disclosure Rules (comment period expired)

On May 29, 2026, the SEC also proposed to rescind the climate disclosure rules approved in 2024 in their entirety because they exceed the scope of the agency’s statutory authority.

E. E-Delivery Proposal (comment period expires on September 21, 2026)

On July 16, 2026, the SEC proposed an e-delivery approach that includes requirements and conditions under which required information could be delivered electronically without first obtaining affirmative consent. It generally would supersede the Commission’s decades-old, guidance-based e-delivery approach and provide savings to issuers, market intermediaries, and, ultimately, investors, in paper, printing, and postage costs.

For materials that do not contain personal financial information (PFI),public companies would be permitted to deliver the materials directly to an electronic address, such as via email attachments, documents embedded in emails, or a similar direct electronic transmission.

Reg E-Delivery generally would disallow direct email delivery for materials containing PFI. Instead, public companies would be permitted to send a statement notifying recipients that materials are available through a secure website after completion of a process reasonably designed to protect PFI (e.g., password authentication). This approach also could be used for materials that do not contain PFI.

Public companies generally would be required to:

• provide prominent disclosure regarding electronic delivery;
• permit recipients to opt out at any time;
• provide paper copies upon request free of charge;
• permit recipients to update their electronic address without charge;
• maintain written procedures to identify and remediate failed electronic deliveries;
• maintain website availability standards for electronically delivered materials; and
• comply with specified content, timing, and formatting requirements for electronic communications.

The proposal includes a transition process for investors and others who are currently receiving regulatory information in paper format. These recipients would receive two paper notices regarding the transition to e-delivery under the rule, which would provide information about the upcoming transition and the ability to opt out of e-delivery.

F. Sale of Crypto Assets (comment period expires on October 20, 2026)

On August 18, 2026, the SEC proposed new rules, titled “Regulation Crypto Assets,” that would create a clear and fit-for-purpose framework for certain investment contracts involving crypto assets.

According to the SEC’s Fact Sheet, the proposed rules include two exemptions from the registration requirements of the Securities Act of 1933 specifically tailored to certain investment contracts involving crypto assets. The first is a one-time exemption that would permit offerings of up to $5 million during a four-year period. The second exemption would permit offerings of up to $75 million during each 12-month period. Under both exemptions, issuers would be required to make certain principles-based narrative disclosures available to their investors. In addition, issuers under the second exemption would be required to provide financial statements and be subject to ongoing reporting requirements.

The proposed rules also include a conditional safe harbor from the term “investment contract” in the definitions of “security” in the Securities Act of 1933 and the Securities Exchange Act of 1934. If the conditions of that proposed safe harbor are satisfied, then a crypto asset would be deemed not to be subject to an investment contract for purposes of those definitions of “security.” In addition, the proposed rules would preempt state securities law registration and qualification requirements with respect to offers and sales of securities issued pursuant to an exemption in Regulation Crypto Assets, as well as certain secondary market transactions.

II.  Rules Anticipated to be Proposed Pursuant to the Current Reg Flex Agenda

A. Shareholder Proposals Under Rule 14a-8

On August 14, 2026, the Division of Corporation Finance (Corp Fin) announced that it has determined to discontinue responding to Rule 14a-8 no-action requests entirely, including those submitted under Rule 14a-8(i)(1), effective immediately. It also will no longer respond to notices filed under Rule 14a-8(j) with a letter indicating that it will not object if a company omits a proposal from its proxy materials. Companies will continue to be required under Rule 14a-8(j) to submit notices to the Commission containing the information required by the rule when they intend to exclude shareholder proposals from their proxy materials.

B. Amendments to Certain Proxy Rules (aka Proxy Solicitation Modernization)

Corp Fin is considering asking the Commission to propose amendments to modernize certain rules regarding the proxy solicitation process, including certain filing and procedural requirements relating to proxy solicitations and shareholder meetings, to reduce costs and compliance burdens. It is speculated that this initiative may address longstanding operational issues in the proxy system, including the objecting beneficial owner (OBO) and nonobjecting beneficial owner (NOBO) framework, shareholder communications, and other aspects of proxy distribution and processing.

C. Rule 144

Corp Fin is considering recommending that the Commission repropose amendments to Rule 144, a non-exclusive safe harbor that permits the public resale of restricted or control securities if the conditions of the rule are met, to increase instances in which the safe harbor would be available.

D.  Exempt Offerings

Corp Fin expects to recommend that the Commission propose rule amendments to facilitate capital formation and simplify the pathways for raising capital for, and investor access to, private businesses, including potential amendments to the definition of accredited investor.

E.  Disclosure Practices

Corp Fin expects to propose rule amendments to rationalize disclosure practices to facilitate material disclosure by companies and shareholders’ access to that information. Considering the number of likely amendments to Reg S-K, it seems likely that this will not come about until mid-2017.

F.  Executive Compensation Disclosure

Corp Fin is proposing rule amendments to Item 402 of Regulation S-K to rationalize executive compensation disclosure requirements. On August 26, 2026, the SEC submitted a rule proposal titled “Executive Compensation Disclosure Reform” to the White House’s Office of Information and Regulatory Affairs (OIRA).

The SEC signaled that it was considering potential changes to the executive compensation disclosure rules by holding a roundtable on executive compensation disclosure requirements on June 26, 2025.

A consistent theme throughout the roundtable was the complexity of the compensation tables and the required methodologies for reporting the required information. During the roundtable, the panelists considered the concept of materiality, including whether executive compensation information is material to investors. Among the other topics that were addressed were the use of principle-based disclosure requirements versus prescriptive disclosure requirements, pay versus performance disclosure requirements, the mandatory clawback requirements, and the CEO pay ratio disclosure requirements.

It’s unlikely for any such rule changes to take effect for the 2027 proxy season, but the SEC appears to be moving rapidly on this topic.

G.  Enhancing Retail Exposure to Private Markets

Corp Fin is considering recommending that the Commission propose amendments to existing rules and/or propose new rules under the Investment Advisers Act of 1940 and the Investment Company Act of 1940 to better facilitate retail investor exposure to private markets through registered investment companies and to allow investment advisers to charge performance fees to an expanded set of clients.

H.  Definition of Dealer and Regulatory Status of Finders

Corp Fin is contemplating amendments regarding the scope of, and exceptions from, the term “dealer.” It is also considering proposing new rules concerning the regulatory status of “finders” for purposes of Section 15(a) of the Exchange Act.

Clearly, these proposals will require careful consideration for some time to come.

Jeffrey T. Haughey is an attorney in GableGotwals’ Corporate & Securities Law Group. For assistance, please contact your GableGotwals attorney or a member of our Corporate & Securities Team.

August 20, 2026 | GableGotwals is pleased to announce that 64 lawyers have been recognized in the 2027 Edition of The Best Lawyers in America, one of whom was newly included, and seven newly named on the “Ones to Watch” list. In addition, 7 GableGotwals attorneys were named 2026 “Lawyer of the Year.”

Best Lawyers has published their list for more than three decades. Its first international list was published in 2006, and since then has grown to provide lists in more than 75 countries. Lawyers on The Best Lawyers in America list are divided by geographic region and practice areas and are reviewed by their peers on the basis of professional expertise.

GableGotwals would like to congratulate the following attorneys named to the 2027 The Best Lawyers in America list:

The Best Lawyers in America
Houston
	John D. Sullivan Commercial Litigation
Oklahoma City
	Ellen A. Adams Energy Law Employment Law – Management	Litigation – Labor and Employment
	Jeffrey A. Curran Insurance Law Personal Injury Litigation – Defendants (Lawyer of the Year)	Product Liability Litigation – Defendants
	E. Talitha Ebrite Banking and Finance Law Commercial Litigation	Energy Law Oil and Gas Law
	Jake M. Krattiger Commercial Litigation Oil and Gas Law
	Lance E. Leffel Commercial Litigation Construction Law	Insurance Law (Lawyer of the Year) Litigation – Insurance
	Robert G. McCampbell Administrative / Regulatory Law Bet-the-Company Litigation Commercial Litigation Criminal Defense: White-Collar	Government Contracts Government Relations Practice Health Care Law Litigation – Regulatory Enforcement (SEC, Telecom, Energy)
	Nick V. Merkley Commercial Litigation Energy Law	Litigation – Mergers and Acquisitions Oil and Gas Law
	J. Blake Patton Commercial Litigation
	Leo J. Portman Corporate Law Energy Law	Litigation – Trusts and Estates
	Brooks Richardson Commercial Litigation
	Rob F. Robertson Commercial Litigation Corporate Governance Law Energy Law Oil and Gas Law	Litigation – Banking and Finance Litigation – Bankruptcy Litigation – Environmental (Lawyer of the Year) Litigation – Real Estate
	Leasa M. Stewart Insurance Law Litigation – ERISA	Product Liability Litigation – Defendants
	Amy M. Stipe Commercial Litigation Oil and Gas Law
Tulsa
	Steven J. Adams Commercial Litigation Mass Tort Litigation / Class Actions – Defendants
	Jennifer R. Annis Health Care Law Litigation – Health Care	Litigation – Insurance (Lawyer of the Year) Medical Malpractice Law – Defendants
	John R. Barker Banking and Finance Law Corporate Law Securities / Capital Markets Law
	Brandon C. Bickle Banking and Finance Law Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law Commercial Litigation
	Frank J. Catalano Copyright Law Patent Law	Trademark Law
	Jason B. Coutant Banking and Finance Law Corporate Law
	John D. Dale Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law
	Renee DeMoss Commercial Litigation Insurance Law	Litigation – ERISA
	Adam Doverspike Commercial Litigation Municipal Law
	Alicia J. Edwards Patent Law
	Grant Fitz Litigation – Insurance Medical Malpractice Law – Defendants	Personal Injury Litigation – Defendants
	Craig A. Fitzgerald Commercial Litigation Insurance Law	Litigation – Antitrust Litigation – Intellectual Property
	Amelia A. Fogleman Appellate Practice Commercial Litigation	Litigation – Antitrust
	John A. Gaberino, Jr. Energy Law
	Jeffrey D. Hassell Banking and Finance Law (Lawyer of the Year) Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law Corporate Law (Lawyer of the Year)
	Jeffrey T. Haughey Securities / Capital Markets Law Securities Regulation
	Steven G. Heinen Banking and Finance Law Corporate Law
	Philip D. Hixon Appellate Practice Commercial Litigation
	Thomas J. Hutchison Banking and Finance Law Corporate Law	Real Estate Law
	Susan I. Jordan Health Care Law Litigation – Health Care
	Stephen W. Lake Banking and Finance Law Commercial Litigation Corporate Law Energy Law (Lawyer of the Year)	Mergers and Acquisitions Law Oil and Gas Law Securities / Capital Markets Law Securities Regulation
	Lloyd W. Landreth Litigation – Environmental Natural Resources Law
	David Limekiller Commercial Litigation Litigation – Labor and Employment
	Graydon D. Luthey, Jr. Commercial Litigation Corporate Compliance Law Corporate Governance Law	Corporate Law Gaming Law Native American Law
	Carrie McNeer Insurance Law
	Todd A. Nelson Copyright Law Litigation – Patent
	Richard B. Noulles Bet-the-Company Litigation Commercial Litigation	Natural Resources Law Oil and Gas Law
	Paul E. Rossler Patent Law Technology Law	Trademark Law (Lawyer of the Year)
	John Henry Rule Banking and Finance Law Commercial Litigation	Litigation – Banking and Finance Litigation – First Amendment
	Michael Scoggins Energy Law
	Deborah C. Shallcross Appellate Practice Arbitration	Family Law
	Trent Shores Commercial Litigation Native American Law
	Lisa T. Silvestri Energy Law Insurance Law
	Tina Soin Banking and Finance Law
	Timothy J. Sullivan, Jr. Commercial Litigation Energy Law
	Sidney K. Swinson Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law Bet-the-Company Litigation Litigation – Bankruptcy
	Chris S. Thrutchley Employment Law – Management Labor Law – Management	Litigation – Labor and Employment
	Mia Vahlberg Commercial Litigation Corporate Law	Energy Law Insurance Law
	Scott R. Zingerman Copyright Law Patent Law	Trade Secrets Law
Best Lawyers: Ones to Watch in America
Oklahoma City
	Gerard M. D’Emilio Appellate Practice Commercial Litigation
	David R. Herber Energy Law
	Scott Kiplinger Litigation – Construction Oil and Gas Law
	Tyler A. Self Natural Resources Law
	Ashlyn Smith Insurance Law Oil and Gas Law
Tulsa
	Bailey Barnes Johnson Corporate Law
	Richard M. Cella Commercial Litigation
	J. Chase Gordon Insurance Law
	Whitney N. Humphrey Banking and Finance Law
	Barrett L. Powers Commercial Litigation Insurance Law
	Jeni Stallings Native American Law
	Alex R. Telarik Commercial Litigation Oil and Gas Law

About GableGotwals
GableGotwals® is a full-service law firm with more than 100 attorneys and 70 other business professionals in Oklahoma and Texas. We represent a diversified client base across the nation, and our connections and reach are global. Fortune 500 corporations, privately owned companies, entrepreneurs, foundations, and individuals entrust us every day with the stewardship and strategic management of their legal challenges.

August 21, 2025 | GableGotwals is pleased to announce that 68 lawyers have been recognized in the 2026 Edition of The Best Lawyers in America, five of which were newly included, and one newly named on the “Ones to Watch” list. In addition, 11 GableGotwals attorneys were named 2026 “Lawyer of the Year.”

Best Lawyers has published their list for more than three decades. Its first international list was published in 2006, and since then has grown to provide lists in more than 75 countries. Lawyers on The Best Lawyers in America list are divided by geographic region and practice areas and are reviewed by their peers on the basis of professional expertise.

GableGotwals would like to congratulate the following attorneys named to 2026 The Best Lawyers in America list:

The Best Lawyers in America
Houston
	John D. Sullivan Commercial Litigation
Oklahoma City
	Ellen A. Adams Energy Law Employment Law – Management
	Jeffrey A. Curran Insurance Law Personal Injury Litigation – Defendants	Product Liability Litigation – Defendants
	E. Talitha Ebrite Banking and Finance Law Commercial Litigation	Energy Law Oil and Gas Law
	Jake M. Krattiger Commercial Litigation Oil and Gas Law
	Lance E. Leffel Commercial Litigation Construction Law	Insurance Law Litigation – Insurance
	Robert G. McCampbell Administrative / Regulatory Law Bet-the-Company Litigation Commercial Litigation	Criminal Defense: White-Collar Government Contracts Government Relations Practice Health Care Law Litigation – Regulatory Enforcement (SEC, Telecom, Energy)
	Nick V. Merkley Commercial Litigation Energy Law	Litigation – Mergers and Acquisitions Oil and Gas Law
	J. Blake Patton Commercial Litigation
	Leo J. Portman Corporate Law Energy Law	Litigation – Trusts and Estates
	Brooks Richardson Commercial Litigation
	Rob F. Robertson Commercial Litigation Corporate Governance Law Energy Law Oil and Gas Law (Lawyer of the Year)	Litigation – Banking and Finance Litigation – Bankruptcy Litigation – Environmental Litigation – Real Estate
	Leasa M. Stewart Insurance Law Litigation – ERISA (Lawyer of the Year)	Product Liability Litigation – Defendants
	Amy M. Stipe Commercial Litigation Oil and Gas Law
	Jay P. Walters Litigation – Mergers and Acquisitions Litigation – Securities (Lawyer of the Year) Native American Law
Tulsa
	Steven J. Adams Commercial Litigation Mass Tort Litigation / Class Actions – Defendants
	Jennifer R. Annis Litigation – Health Care Litigation – Insurance	Medical Malpractice Law – Defendants (Lawyer of the Year)
	John R. Barker Banking and Finance Law Corporate Law Securities / Capital Markets Law
	Brandon C. Bickle Banking and Finance Law Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law Commercial Litigation
	David L. Bryant Arbitration Bet-the-Company Litigation	Commercial Litigation Mediation
	Frank J. Catalano Copyright Law Patent Law	Trademark Law
	Jason B. Coutant Banking and Finance Law Corporate Law
	John D. Dale Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law
	Renee DeMoss Commercial Litigation Insurance Law	Litigation – ERISA
	Adam Doverspike Commercial Litigation Municipal Law
	Alicia J. Edwards Patent Law
	LeAnn Drummond Ellis Litigation – Trusts and Estates
	Grant Fitz Litigation – Insurance Medical Malpractice Law – Defendants	Personal Injury Litigation – Defendants
	Craig A. Fitzgerald Commercial Litigation Insurance Law	Litigation – Antitrust Litigation – Intellectual Property
	Amelia A. Fogleman Appellate Practice (Lawyer of the Year) Commercial Litigation	Litigation – Antitrust
	John A. Gaberino, Jr. Energy Law
	Jeffrey D. Hassell Banking and Finance Law Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law (Lawyer of the Year) Corporate Law
	Jeffrey T. Haughey Securities / Capital Markets Law Securities Regulation
	Steven G. Heinen Banking and Finance Law Corporate Law
	Philip D. Hixon Appellate Practice Commercial Litigation
	Andrew J. Hofland Commercial Litigation
	Thomas J. Hutchison Banking and Finance Law Corporate Law	Real Estate Law
	Susan I. Jordan Health Care Law Litigation – Health Care
	Stephen W. Lake Banking and Finance Law Commercial Litigation Corporate Law	Energy Law Mergers and Acquisitions Law Oil and Gas Law (Lawyer of the Year) Securities / Capital Markets Law Securities Regulation (Lawyer of the Year)
	Lloyd W. Landreth Litigation – Environmental (Lawyer of the Year) Natural Resources Law (Lawyer of the Year)
	James F. Lea III Copyright Law Patent Law	Trademark Law
	David Limekiller Commercial Litigation
	Justin A. Lollman Commercial Litigation
	Graydon D. Luthey, Jr. Commercial Litigation Corporate Compliance Law	Corporate Governance Law Corporate Law Gaming Law Native American Law
	David B. McKinney Employee Benefits (ERISA) Law Health Care Law	Litigation – ERISA Trusts and Estates
	Carrie McNeer Insurance Law
	Barbara M. Moschovidis Insurance Law
	Todd A. Nelson Copyright Law Litigation – Patent
	Richard B. Noulles Bet-the-Company Litigation Commercial Litigation	Natural Resources Law Oil and Gas Law
	Terry D. Ragsdale Commercial Litigation Energy Law
	Paul E. Rossler Patent Law Technology Law	Trademark Law
	John Henry Rule Banking and Finance Law Commercial Litigation	Litigation – Banking and Finance Litigation – First Amendment
	Stephen A. Schuller Energy Law Land Use and Zoning Law	Litigation – Real Estate Real Estate Law
	Deborah C. Shallcross Appellate Practice Arbitration	Family Law
	Trent Shores Commercial Litigation Native American Law
	Lisa T. Silvestri Energy Law (Lawyer of the Year) Insurance Law
	Tina Soin Banking and Finance Law
	Timothy J. Sullivan, Jr. Commercial Litigation Energy Law
	Sidney K. Swinson Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law Bet-the-Company Litigation Litigation – Bankruptcy
	Chris S. Thrutchley Employment Law – Management Labor Law – Management	Litigation – Labor and Employment
	Mia Vahlberg Commercial Litigation Corporate Law	Energy Law Insurance Law (Lawyer of the Year)
	David G. Woodral Patent Law Trademark Law
	Scott R. Zingerman Copyright Law Patent Law (Lawyer of the Year)	Trade Secrets Law
Best Lawyers: Ones to Watch in America
Oklahoma City
	Gerard D’Emilio Appellate Practice Commercial Litigation
	Scott Kiplinger Litigation – Construction Oil and Gas Law
	Ashlyn Smith Insurance Law Oil and Gas Law
Tulsa
	Barrett L. Powers Commercial Litigation Insurance Law
	Alex R. Telarik Commercial Litigation Oil and Gas Law

November 20, 2024

In case you missed our earlier Alert on the upcoming filing requirements by certain corporate entities, including LLCs, under the Corporate Transparency Act (CTA), please see our Reference Guide. As described therein, certain corporate entities must electronically file a “beneficial ownership information report” (BOI Report) with the Financial Crimes Enforcement Network (FinCEN) by January 1, 2025 if formed prior to January 1, 2024, or within 90 days of its formation if formed during 2024, or within 30 days of its formation if formed on or after January 1, 2025.

Is this Filing Requirement Applicable to Public Companies or Their Subsidiaries?
Public companies are exempt from the filing requirements under the CTA. However, a public company’s subsidiaries may be required to file under the CTA under certain circumstances. Wholly owned subsidiaries of public companies are exempt from this filing requirement.

Unfortunately, on January 12, 2024, FinCen issued FAQ L.6 providing, in part, that “[i]f an exempt entity controls some but not all of the ownership interests of the subsidiary and any of remaining interests are controlled by a non-exempt entity or individual, the subsidiary does not qualify for the subsidiary exemption. To qualify, a subsidiary’s ownership interests must be fully, 100 percent owned or controlled by one or more entities from the list of exempt entities….” On October 3, 2024, FinCen updated this FAQ to clarify that “[i]n this context, control of ownership interests means that the exempt entity or entities entirely control all of the ownership interests in the reporting company, in the same way that an exempt entity or entities must wholly own all of a subsidiary’s ownership interests for the exemption to apply.”

This FAQ causes problems for entities with management carried interests, options or other forms of equity incentives, such as interests convertible into equity, issued to individuals in addition to joint ventures with non-exempt minority investors. This is true even if the public company owns or controls a majority economic ownership interest in the subsidiary in question. Accordingly, subsidiaries of public companies listed on exhibits to the public company’s Form 10-K that have other non-exempt owners are not exempt from the filing requirements under the CTA.

BOI Report
If a public company owns a subsidiary subject to this filing requirement, much of the information in the BOI Report is fairly basic and readily available, but it must provide detailed information about the entity’s Beneficial Owners (defined below), including (but not limited to) their date of birth, residential street address, taxpayer identification number and either their passport number or driver’s license number or other acceptable unique identifier (along with an image of that identification document). If any of this information changes, the entity must file an updated or amended report within 30 days of the change. Examples of changes that would trigger a duty to update a report include a new business name for the reporting company, a change in Beneficial Owners, such as a change in senior managers, directors, managers, large equity owners or any change to a Beneficial Owner’s name, address or a license or passport number, as applicable. Willful noncompliance of these reporting requirements could result in a civil fine of $500/day or criminal penalties including a fine of up to $10,000, imprisonment or both.

Beneficial Owner
A Beneficial Owner is an individual who, directly or indirectly, exercises “Substantial Control” over the company. Generally, an individual exercises Substantial Control if they (i) are a senior officer, director or manager or (ii) direct, determine or have substantial influence over important business decisions. Whether a particular senior officer, director or manager directly or indirectly exercises substantial control over a reporting company must be considered on a case-by-case basis. Any individual who exercises Substantial Control over the reporting company through an unaffiliated company must be reported as a Beneficial Owner of the reporting company. In addition, to Substantial Control, an individual is a Beneficial Owner if they own or control 25% or more of a company’s ownership interests. It is possible for certain trust arrangements to constitute Beneficial Ownership.

Under a special reporting rule applicable to public companies, a reporting company may report a parent company‘s name in lieu of information about its beneficial owners if its beneficial owners only hold their ownership interest in the reporting company through the parent company and the parent company is an exempt entity.

Company Applicant
Companies formed on or after January 1, 2024 must also report information about Company Applicants (typically the attorney and/or paralegal who directed the formation of the company and filed the documentation with the applicable Secretary of State).

What Should Public Companies Be Doing Now?
Public companies should analyze whether any of its subsidiaries are subject to the filing requirements under the CTA and, if so, consider taking some or all of these actions:

• Amend the subsidiary’s organizational documents or shareholder agreements to require Beneficial Owners to promptly update the company’s records upon a change of any of this information. If this action is taken, it makes sense to do so before filing the applicable BOI Reports, if possible.
• Consider adding indemnification provisions in its favor in the appropriate document or policy to protect it from a Beneficial Owner who does not provide accurate, complete, and timely information initially or upon a change. Before doing so, determine whether such a provision would conflict with other existing indemnification obligations and exculpation by the reporting company of senior officers, directors or managers who are Beneficial Owners or with individuals or equity owners who are also Beneficial Owners.
• If you need assistance in making such a filing, there are service providers, such as Capital Services, who will work with you to make such filings for a fee ($120 in the case of Capital Services).

If you have questions regarding the filing requirements, here are some other resources for your reference:

• FinCen’s Frequently Asked Questions regarding Beneficial Ownership Information
• FinCen’s Small Entity Compliance Guide regarding BOI reporting requirements

As indicated above, the CTA and its implementing regulations have created a number of new risks and responsibilities – we understand the difficulty in sorting through these new requirements, let alone complying with them. If you have any questions about them, or how GableGotwals may be able to help you, please let us know.

Jeffrey T. Haughey 918-595-4837 jhaughey@gablelaw.com	Brooks A. Richardson 405-568-3310 brichardson@gablelaw.com

This article is provided for educational and informational purposes only and does not contain legal advice or create an attorney-client relationship. The information provided should not be taken as an indication of future legal results; any information provided should not be acted upon without consulting legal counsel.

August 15, 2024 | GableGotwals is pleased to announce that 74 lawyers have been recognized in the 2025 Edition of The Best Lawyers in America, three of which were newly included, and two newly named on the “Ones to Watch” list. In addition, seven GableGotwals attorneys were named 2025 “Lawyer of the Year.”

Best Lawyers has published their list for more than three decades. Its first international list was published in 2006, and since then has grown to provide lists in more than 75 countries. Lawyers on The Best Lawyers in America list are divided by geographic region and practice areas and are reviewed by their peers on the basis of professional expertise.

GableGotwals would like to congratulate the following attorneys named to 2025 The Best Lawyers in America list:

The Best Lawyers in America
Houston
	John D. Sullivan Commercial Litigation
Oklahoma City
	Ellen A. Adams Energy Law
	Jeffrey A. Curran Insurance Law Personal Injury Litigation – Defendants	Product Liability Litigation – Defendants
	E. Talitha Ebrite Banking and Finance Law Commercial Litigation	Energy Law Oil and Gas Law
	Jake M. Krattiger Commercial Litigation Oil and Gas Law
	Lance E. Leffel Commercial Litigation Construction Law	Insurance Law Litigation – Insurance
	Robert G. McCampbell Administrative / Regulatory Law Bet-the-Company Litigation Commercial Litigation	Criminal Defense: White-Collar Government Contracts Government Relations Practice Health Care Law Litigation – Regulatory Enforcement (SEC, Telecom, Energy)
	Nick V. Merkley Commercial Litigation Energy Law	Litigation – Mergers and Acquisitions
	J. Blake Patton Commercial Litigation
	Leo J. Portman Corporate Law Energy Law	Litigation – Trusts and Estates
	Brooks Richardson Commercial Litigation
	Rob F. Robertson Commercial Litigation Corporate Governance Law Energy Law Oil and Gas Law	Litigation – Banking and Finance Litigation – Bankruptcy Litigation – Environmental Litigation – Real Estate
	G. Blaine Schwabe III Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law Bet-the-Company Litigation Commercial Litigation
	Leasa M. Stewart Insurance Law Litigation – ERISA
	Amy M. Stipe Commercial Litigation Oil and Gas Law
	Jay P. Walters Litigation – Mergers and Acquisitions Litigation – Securities Native American Law
Tulsa
	Steven J. Adams Commercial Litigation Mass Tort Litigation / Class Actions – Defendants
	Jennifer R. Annis Litigation – Health Care Litigation – Insurance	Medical Malpractice Law – Defendants
	John R. Barker Banking and Finance Law (Lawyer of the Year) Corporate Law Securities / Capital Markets Law
	Brandon C. Bickle Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law Commercial Litigation
	David L. Bryant Arbitration Bet-the-Company Litigation	Commercial Litigation Mediation
	Frank J. Catalano Copyright Law Patent Law	Trademark Law
	Jason B. Coutant Banking and Finance Law Corporate Law
	John D. Dale Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law
	Renee DeMoss Commercial Litigation Insurance Law	Litigation – ERISA
	Alicia J. Edwards Patent Law
	LeAnn Drummond Ellis Litigation – Trusts and Estates
	Grant Fitz Litigation – Insurance
	Craig A. Fitzgerald Commercial Litigation Insurance Law	Litigation – Antitrust Litigation – Intellectual Property
	Amelia A. Fogleman Appellate Practice Commercial Litigation	Litigation – Antitrust
	John A. Gaberino, Jr. Energy Law
	Robert J. Getchell Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law Litigation – Real Estate
	Jeffrey D. Hassell Banking and Finance Law Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law Corporate Law (Lawyer of the Year)
	Jeffrey T. Haughey Securities / Capital Markets Law Securities Regulation
	Steven G. Heinen Banking and Finance Law Corporate Law
	Philip D. Hixon Appellate Practice (Lawyer of the Year) Commercial Litigation
	Andrew J. Hofland Commercial Litigation
	Thomas J. Hutchison Banking and Finance Law Corporate Law	Real Estate Law
	Susan I. Jordan Health Care Law Litigation – Health Care
	Stephen W. Lake Banking and Finance Law Commercial Litigation Corporate Law	Energy Law (Lawyer of the Year) Mergers and Acquisitions Law Oil and Gas Law Securities / Capital Markets Law (Lawyer of the Year) Securities Regulation
	Lloyd W. Landreth Litigation – Environmental Natural Resources Law
	James F. Lea III Copyright Law Patent Law	Trademark Law (Lawyer of the Year)
	David Limekiller Banking and Finance Law Commercial Litigation
	Graydon D. Luthey, Jr. Commercial Litigation Corporate Compliance Law	Corporate Governance Law Corporate Law Gaming Law Native American Law
	David B. McKinney Employee Benefits (ERISA) Law Health Care Law	Litigation – ERISA (Lawyer of the Year) Trusts and Estates
	Todd A. Nelson Copyright Law Litigation – Patent
	Richard B. Noulles Bet-the-Company Litigation Commercial Litigation	Natural Resources Law Oil and Gas Law
	Terry D. Ragsdale Commercial Litigation Energy Law
	Paul E. Rossler Patent Law Technology Law	Trademark Law
	John Henry Rule Banking and Finance Law Commercial Litigation	Litigation – Banking and Finance Litigation – First Amendment
	Stephen A. Schuller Energy Law Land Use and Zoning Law	Litigation – Real Estate Real Estate Law
	Deborah C. Shallcross Appellate Practice Arbitration	Family Law
	Trent Shores Commercial Litigation Native American Law
	Lisa T. Silvestri Energy Law Insurance Law
	Timothy J. Sullivan, Jr. Commercial Litigation Energy Law
	Sidney K. Swinson Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law Bet-the-Company Litigation Litigation – Bankruptcy
	Chris S. Thrutchley Employment Law – Management Labor Law – Management	Litigation – Labor and Employment
	Mia Vahlberg Commercial Litigation Corporate Law	Energy Law Insurance Law Oil and Gas Law
	Tom C. Vincent II FinTech Practice Privacy and Data Security Law
	David G. Woodral Patent Law (Lawyer of the Year) Trademark Law
	Scott R. Zingerman Copyright Law Patent Law	Trade Secrets Law
Best Lawyers: Ones to Watch in America
Oklahoma City
	Gerard D’Emilio Appellate Practice Commercial Litigation
	Scott Kiplinger Litigation – Construction Oil and Gas Law
	Ashlyn Smith Oil and Gas Law
	Tim Sowecke Energy Law Environmental Law	Natural Resources Law
Tulsa
	Emily Collins Litigation – Trusts and Estates Trusts and Estates
	Madeline Cook Litigation – Intellectual Property
	Adam Doverspike Administrative / Regulatory Law Appellate Practice	Commercial Litigation Litigation – Construction Municipal Law
	Justin A. Lollman Appellate Practice Commercial Litigation	Criminal Defense: White-Collar Labor and Employment Law – Management
	Barrett L. Powers Commercial Litigation Insurance Law