Annual Reports Extension of Time Request Policy

Note: The new, updated extension policy follows below. FINRA is phasing in the new policy over an interim period so that, for the filing of 2025 annual reports, firms are permitted to make their extension requests pursuant to the new policy as set forth below or to make their requests pursuant to the previous policy. To view the previous policy, click here.

SEA Rule 17a-5(d) requires firms to file their annual reports no later than sixty (60) calendar days after the date of a firm's fiscal year end. Certain firms may be permitted to file their annual reports within ninety (90) calendar days after the date of their fiscal year end.2 SEA Rule 17a-5(m)(1) provides that a firm’s designated examining authority may extend the period under paragraph (d) for filing annual reports.

To determine if an extension of time request to file the annual report(s) should be granted, FINRA requires that a firm submit its extension request to its assigned FINRA Risk Monitoring Analyst. The request should be submitted as early as possible, but no later than three business days before the due date of the annual report(s). While a firm may initially make an oral request for an extension of time, it must follow up with a written request (email is acceptable). The written request must include the following information, in two separate letters:

  1. A letter signed by the firm's Principal Financial Officer (PFO) that includes the following information as of the date of the extension request:
  • the amount of additional time being requested to file the annual report and the specific reason(s) for such request,
  • whether the firm is in compliance with SEA Rules 15c3-1 and 15c3-3; and
  • whether any material weakness(es), if applicable,3 or books and records problems exist.4
  1. A letter from the firm's PCAOB-registered public accountant ("auditor"), in which the auditor represents, based upon the work completed as of the date of the extension request:
  • whether the auditor agrees with the representations in the firm's letter and, if applicable, specifically identifies any representations with which the auditor does not agree, and
  • whether the auditor has identified any matter(s) that may further delay or prevent the issuance of the auditor's reports.

FINRA staff will evaluate each request for an extension of time to file an annual report(s) on a case-by-case basis, considering the specific facts and circumstances presented. FINRA staff may consider other firm-specific factors in such an evaluation, including whether the firm has a history of extension requests or late regulatory filings and whether any potential regulatory concerns exist at the time of the request. 

Firms are advised to share the foregoing information with their auditors and to plan adequately for the timely submission of extension requests if they require additional time to file their annual reports.

1 As set forth in SEA Rule 17a-5(d).

2 On February 12, 2021, the SEC issued an Order that permits specified firms an additional 30 calendar days for filing their annual reports as required pursuant to SEA Rule 17a-5(d), subject to certain conditions. See Regulatory Notice 21-05 for further discussion on the additional 30-day filing extension.

3 Material weakness is defined by SEA Rule 17a-5(d)(3)(iii) as “a deficiency, or a combination of deficiencies, in Internal Control Over Compliance such that there is a reasonable possibility that non-compliance with § 240.15c3-1, § 240.15c3-3(e), or § 240.15c3-3(p)(3) will not be prevented or detected on a timely basis or that non-compliance to a material extent with § 240.15c3-3, except for paragraph (e), § 240.15c3-3(p), except for paragraph (p)(3), § 240.17a-13, or any Account Statement Rule will not be prevented or detected on a timely basis. A deficiency in Internal Control Over Compliance exists when the design or operation of a control does not allow the management or employees of the broker or dealer, in the normal course of performing their assigned functions, to prevent or detect on a timely basis non-compliance with § 240.15c3-1, § 240.15c3-3, or § 240.17a-13, or any Account Statement Rule.” As such, material weakness as defined by SEA Rule 17a-5(d)(3)(iii) is applicable only to Compliance Report filers.

4 For purposes of this policy, “books and records problems” refers to any issues that materially impact or may materially impact a firm's compliance with SEA Rule 15c3-1, SEA Rule 15c3-3, or affect the integrity of the firm's annual reports.

The timely receipt of firms' annual audited financial statements is critical to FINRA's ability to carry out its regulatory obligations. FINRA requires firms to file an Annual Audited Report ("annual audit" or "audit") no later than sixty (60) calendar days after the date of a firm's fiscal year end. If a firm needs an extension, it must submit a written request to its assigned FINRA Coordinator no later than three business days prior to the audit due date.

For reasons that vary, firms may require an extension of time to file their annual audit. When a firm determines that an extension is necessary, it must submit a written request to its assigned FINRA Coordinator as early as possible—but no later than three business days prior to the audit due date. Firms may make a verbal request for an extension, but it must be followed by:

  1. a written request signed by the firm's Chief Financial Officer that includes the amount of additional time being requested and the specific reason(s) for the request; and
  2. a letter from the firm's outside independent auditor in which the auditor represents, based upon the work completed on the audit as of the date of the request, that:
    • the firm is in compliance with SEA Rules 15c3-1 and 15c3-3, and, if applicable, CFTC Regulations 1.20 and 30.7;
    • no material weaknesses or books and records problems exist; and
    • an unqualified audit opinion is expected to be issued.

Note: The firm’s written request and the letter from the firm’s outside independent auditor are expected to be two individual statements.

A request for an extension of time to file the audit will either be granted or denied based upon the specific facts and circumstances in each case. In determining whether to grant an extension of time, FINRA staff may consider factors such as the firm's prior regulatory and filing history (e.g., the filing of materially inaccurate FOCUS Reports, prior late filings of FOCUS and/or annual audit reports or a pattern of extension requests to file the annual audit report, net capital or books and records problems, or concerns regarding customer protection) and other events of potential regulatory concern. Firms are advised to discuss this policy with their outside auditors and, absent unusual or unforeseen circumstances, ensure that sufficient time is allotted to complete the audit within the timeframes required by SEA Rule 17a-5(d).

In situations where FINRA deems it appropriate to grant an extension request, the time granted is generally limited to 10 business days. In exceptional circumstances, FINRA may determine that an extension of additional time for the filing of the audited financial statements may be granted, but not to exceed 30 calendar days from the original due date of the audit.