In December 2020, the SEC adopted rules under the Dodd-Frank Act requiring that resource extraction issuers report payments made to foreign governments and the U.S. Federal government for the purpose of commercial development of oil, natural gas and minerals. These disclosures must be filed on Form SD.
The SEC established a transition period which specifies that a resource extraction issuer is required to file a Form SD for fiscal years ending no earlier than two years after the March 16, 2021 effective date of the rule. The Form SD reporting the required payments information must be filed no later than 270 calendar days after the end of a resource extraction issuer’s fiscal year, therefore the Form SD filings required for resource extraction issuers with a fiscal year ended December 31, 2023 are due on September 26, 2024. While the SEC’s adopting release referred to September 30, 2024 as the initial due date, the actual due date that resource extraction issuers must comply with is September 26.
Those resource extraction issuers that are not able to file their Form SD by the September 26 deadline should note that the failure to timely file a Form SD pursuant to Exchange Act Section 13(q) does not cause an issuer to lose its eligibility to file a registration statement on Form S-3, given the status of the Form SD as “furnished” and not filed and not required pursuant to Section 13(a) or 15(d) of the Exchange Act.
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