Recently, the Securities and Exchange Commission (the “SEC”) issued an order1 increasing the filing fees that public companies and other issuers pay in connection with the registration of their securities with the SEC and certain other transactions for fiscal year 2018.2 Effective October 1, 2017, the filing fee will be $124.50 per million dollars, an increase of approximately seven percent from the fiscal year 2017 filing fee of $115.90 per million dollars.
Pursuant to Section 6(b)(2) of the Securities Act of 1933, as amended (the “Securities Act”), the SEC is required to annually adjust the filing fee applicable to the registration of securities under the Securities Act. The SEC must adjust the filing fee to levels that the SEC projects will generate collections equal to annual statutory target amounts. The fiscal year 2018 target amount is $620 million.
The annual adjustment of the filing fees under Section 6(b) of the Securities Act also sets the annual adjustment of the fee rates under Sections 13(e) and 14(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Accordingly, effective October 1, 2017, the fee rate increase to $124.50 per million dollars will apply to the filing fees pursuant to:
- Section 6(b) of the Securities Act for the registration of securities;
- Section 13(e) of the Exchange Act for the repurchase of securities;
- Section 14(g) of the Exchange Act for proxy solicitations and statements in corporate control transactions; and
- Rule 24f-2 under the Investment Company Act of 1940 for fees payable with the filing of the Annual Notice of Securities Sold.
Companies that intend to register securities with the SEC after October 1, 2017 will need to be mindful of the increased filing fee so that they can budget accordingly and ensure they have sufficient funds in their account with the SEC. For companies intending to register securities shortly after October 1, 2017, they may want to consider, if feasible, accelerating the registration process so they can pay the lower registration filing fee. Also, companies that are well-known seasoned issuers that intend to commence a shelf takedown off an automatic shelf registration statement after October 1, 2017 and have elected to defer payment of the registration fee will be required to pay the higher registration fee in advance of or in connection with the shelf takedown.