A company with less than $75 million in public float or, if it has no public float, revenue of less than $50 million in the prior year (the definition excludes investment companies, asset-backed issuers, or majority-owned subsidiaries of large filers). The SEC imposes less extensive and burdensome disclosure requirements on a smaller reporting company (SRC), including those related to proxy disclosures on executive pay and stock compensation. For more on the public-float test and the disclosure rules that apply, see an explanation and interpretation by the SEC and a summary of the rules by the law firm Fenwick & West.
Alert (Sept. 2016): The SEC has proposed to amend its definition of SRCs. Under the proposed rule, a company with a public float of less than $250 million or, if the company has no public float, revenue of less than $100 million during the prior year would qualify as a smaller reporting company. A non-SRC company could qualify for SRC status only after its public float dropped below $200 million (for a company with zero public float, only after its annual revenue fell below $80 million).