SEC Form N-CSR is a form that a registered management investment company completes and files with the Securities and Exchange Commission (SEC), following the transmission of annual and semiannual reports to stockholders. The company must file this form within 10 days of sending such reports to shareholders.


Section 30 of the Investment Company Act of 1940 and Sections 13 and 15(d) of the Securities Exchange Act of 1934 cover the filing requirements for Form N-CSR. (These are the sections that require investment companies and trusts to file semiannual and annual reports with the SEC and shareholders.)

Companies must file Form N-CSR electronically unless it files for a hardship exemption. Companies must also sign forms and include additional information as needed, including (but not limited to):

  • A copy of the report to stockholders
  • A copy of the firm's code of ethics
  • The name of the financial expert of the firm's audit committee
  • The disclosure of principal accountant fees and services for the previous two fiscal years
  • The disclosure of listed registrants or reason for exemption from the audit committee
  • The firm's security holdings
  • The disclosure of proxy voting policies

According to the SEC, this form is meant as a guide in preparing a larger report (not simply a blank form to be filled in). In addition, the form’s general instructions should not be filed with the report.

SEC Form N-CSR and Annual and Semi-Annual Reports

Annual and semiannual reports associated with SEC Form N-CSR include the 10-K and 10-Q, respectively. The 10-K is a comprehensive summary of a company's performance that typically contains more detail than a regular annual report. The 10-K has a particular focus on financial performance and risks (what an investor would want to know prior to buying or selling shares of stock in the corporation or investing in the firm’s corporate bonds).

The 10-K includes five distinct sections:

  • Business provides an overview of the company’s main operations, including its products and services and how it generates revenues.
  • Risk Factors outlines any and all risks that the company faces or could face in the future, typically listed in order of importance.
  • Selected Financial Data details specific financial information about the company over the last five years.
  • Management’s Discussion and Analysis of Financial Condition and Results of Operations, known as MD&A, gives the company an opportunity to explain its business results from the previous fiscal year.
  • Financial Statements and Supplementary Data includes the company’s audited financial statements, including the income statement, balance sheets and statement of cash flows. This also includes a letter from the company’s independent auditor, certifying the scope of their review.
  • In contrast, while a 10-Q includes much of the same information as a 10-K, this report is filed quarterly.

There are two parts to a 10-Q filing. The first part contains relevant financial information for the period, including condensed financial statements, MD&A, disclosures regarding market risk, and internal controls. The second part contains any legal proceedings, unregistered sales of equity securities, the use of proceeds from the sale of unregistered sales of equity, and defaults upon senior securities. The company also details any other information, including the use of exhibits, in this section.

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