By: Andrew J. Gibbons, Donald R. Reynolds, and S. Halle Vakani
Starting October 1, 2017, the applicable filing fee for registration statements filed under the Securities Act (Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, SF-1 and SF-3) will be $124.50 per million dollars of securities registered, up from $115.90 per million dollars last year, calculated based on the maximum aggregate offering price for which a company is proposing to offer securities. The SEC disclosed the new filing fee in its fee advisory for fiscal year 2018, which can be found in the link below.
These filing fees are set each year to levels the SEC projects will generate collections equal to annual statutory target amounts. The annual statutory target amounts are calculated using a methodology developed in consultation with the Congressional Budget Office and the Office of Management and Budget. This amount for the fiscal year beginning October 1, 2018 is $620 million.
Reporting companies should always consult the SEC’s website on current filing fees before calculating and paying SEC filing fees. The below link to the SEC’s Registration Fee Estimator is also useful in calculating filing fees.
Fee Rate Advisory: https://www.sec.gov/news/press-release/2017-149
Current Filing Rate Fee: https://www.sec.gov/ofm/Article/feeamt.html
Registration Fee Estimator: https://www.sec.gov/ofm/registration-fee-estimator.html
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Andrew J. Gibbons, Donald R. Reynolds, and S. Halle Vakani are members of the Capital Markets practice group of Wyrick Robbins, which represents clients across a broad range of industries in connection with their significant financing transactions and advises public companies on SEC and stock exchange rules, securities law compliance, disclosure and corporate governance matters. The Capital Markets group publishes Client Alerts periodically as a service to clients and friends. The purpose of this Client Alert is to provide general information, and it is not intended to provide, and should not be relied upon as, legal advice.