en.wikipedia.org/wiki/Privately_held_company
3 corrections found
overseen by the Private Company Counsel division of the Financial Accounting Standards Board
This misnames and misdescribes the FASB body for private-company issues. The official body is the Private Company Council (PCC), and it serves as an advisory body to the FASB rather than a FASB "division."
Full reasoning
The article calls this body the "Private Company Counsel division" of FASB, but official FASB/FAF materials describe it differently on both counts:
- Its name is Private Company Council (PCC), not "Counsel."
- The PCC is described as the primary advisory body to the FASB on private company matters, not as a division of the FASB.
For example, the Financial Accounting Foundation's materials say the PCC was established by the FAF trustees and that it "serves as the primary advisory body to the FASB" on private-company matters. That directly contradicts the article's description of a "Counsel division" inside FASB.
2 sources
- PCC Final Report - May 2012
the Financial Accounting Foundation (FAF) Board of Trustees established the Private Company Council (PCC) ... The PCC serves as the primary advisory body to the FASB
- FASB HOME
Private Company Council (PCC)
In Australia, Part 2E of the Corporations Act 2001 requires publicly traded companies to file certain documents relating to their annual general meeting with the Australian Securities and Investments Commission (ASIC).
This cites the wrong part of the Australian statute. Part 2E of the Corporations Act 2001 deals with related-party financial benefits, while AGM requirements for public companies are in Chapter 2G, Division 8.
Full reasoning
Official Australian legislation does not place AGM requirements in Part 2E. Part 2E.1 of the Corporations Act 2001 is titled "Member approval needed for related party benefit" and sits within Chapter 2E—Related party transactions.
By contrast, the Act's AGM rules are located in Chapter 2G, Part 2G.2, Division 8—AGMs of public companies, including section 250N ("Public company must hold AGM"). So the article is pointing readers to the wrong statutory part when it says Part 2E requires AGM-related filings.
2 sources
- Corporations Act 2001
Chapter 2E—Related party transactions ... Part 2E.1—Member approval needed for related party benefit
- Corporations Act 2001
Chapter 2G Meetings ... Division 8—AGMs of public companies ... 250N Public company must hold AGM
the U.S. Securities Exchange Act of 1934, section 12(g), limits a privately held company, generally, to fewer than 2000 shareholders
Section 12(g) does not impose a blanket 2,000-shareholder cap on private companies. It triggers SEC registration only when additional conditions are met, including asset thresholds and holder-of-record thresholds.
Full reasoning
This sentence oversimplifies Section 12(g) and turns it into a general shareholder-limit rule for private companies, which is not what the law says.
The SEC explains that Section 12(g) requires registration only for an issuer with more than $10 million in total assets and a class of securities held of record by either 2,000 persons, or 500 persons who are not accredited investors. The e-CFR likewise states that an issuer is exempt if, on the last day of its fiscal year, it had total assets not exceeding $10 million, or if the class of equity securities was held of record by fewer than 2,000 persons and fewer than 500 of those persons were not accredited investors.
So Section 12(g) is not a general rule that a privately held company must have fewer than 2,000 shareholders. The registration trigger depends on additional statutory conditions.
2 sources
- SEC.gov | Regulation Crowdfunding: A Small Entity Compliance Guide for Issuers[1]
Section 12(g) of the Exchange Act requires an issuer with total assets of more than $10 million and a class of securities held of record by either 2,000 persons, or 500 persons who are not accredited investors, to register
- 17 CFR § 240.12g-1 - Registration of securities; exemption from section 12(g).
An issuer is not required to register ... if ... total assets [do] not exceed $10 million; or ... the class of equity securities was held of record by fewer than 2,000 persons and fewer than 500 of those persons were not accredited investors