Cover Page
Contains company identification, fiscal year end, CIK, filer classification, and the Item 405 checkbox indicating delinquent Section 16 filings when applicable.
A 10-K405 combines the standard annual-report content investors rely on with an Item 405 disclosure that explains Section 16 reporting irregularities; it matters to investors, auditors, and compliance teams because it can affect perceived governance quality and trigger additional review by counsel or the SEC.
This document is prepared and reviewed by corporate reporting teams and consumed by investors, auditors, and regulators.
The 10-K405 requires cross-functional review across finance, legal, and governance teams to ensure accurate disclosure and appropriate remediation notes for any delinquent filings.
The CFO is typically responsible for certifying the accuracy of financial statements and controls, coordinating with external auditors, and authorizing the Form 10-K submission under Exchange Act rules and Sarbanes-Oxley certification requirements.
The corporate secretary manages corporate records, collects officer and director signatures for the cover page and exhibits, and ensures EDGAR delivery formalities and Item 405 disclosure language are included and consistent with company filings.
| Field | Configuration |
|---|---|
| Role Sequencing | Legal -> Finance -> Audit -> C-suite |
| Signer Authentication | Email + SMS code or advanced auth |
| Version Control | Lock prior versions, track changes |
| Audit Trail | Capture IP, timestamp, action log |
Use a platform that supports secure document formats, strong authentication, and integrations to your corporate systems.
Ensure the chosen platform provides audit trails, conditional routing, and the level of signer authentication required by regulators and auditors.
Complete audited financials before EDGAR submission
Obtain final approvals prior to filing
File the 10-K with all exhibits and signatures
Prepare to file amendments if material corrections are required
Coordinate Form 4, proxy statements, and other SEC reports
Complete closing entries and reconcile accounts
Receive auditor's final report and adjust as needed
Incorporate auditor feedback and finalize MD&A
Submit 10-K405 and preserve proof of filing
Contains company identification, fiscal year end, CIK, filer classification, and the Item 405 checkbox indicating delinquent Section 16 filings when applicable.
Describes operations, segments, and market conditions so investors can assess company strategy and revenue drivers for the fiscal year.
Enumerates material risks, including governance or reporting lapses related to delinquent insider filings and potential regulatory exposures.
Management's Discussion & Analysis explains results, liquidity, capital resources, and critical accounting judgments with forward-looking context.
Includes audited balance sheet, income statement, cash flows, notes, and auditor's report required under Exchange Act rules.
Attachment of exhibits, officer/director signatures, and any Item 405 explanatory language or remediation actions for delinquent filers.
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