Introduction

Form 10-K and Form 20-F are both annual report filings required by the U.S. Securities and Exchange Commission (SEC), but they apply to different types of companies. Form 10-K is for U.S. domestic public companies. Form 20-F is for foreign companies whose securities trade on U.S. exchanges. Which one you file depends entirely on where your business is incorporated.

What is a 10-K filing?

Form 10-K is the SEC's annual report form for U.S. domestic public companies. It covers the company's business operations, financial condition, risk factors, and corporate governance for the completed fiscal year — and it includes audited financial statements prepared under U.S. Generally Accepted Accounting Principles (GAAP).

The filing deadline depends on the company's size. Non-accelerated filers — those with a public float under $75 million — have 90 days after the fiscal year ends. Accelerated filers have 75 days. Large accelerated filers, with a public float of $700 million or more, have 60 days. Form 10-K can also be used to file a transition report when a company changes its fiscal year-end date.

Most of what goes into a 10-K is what you'd expect from a full annual disclosure, these include:

  • Audited financials

  • Management discussion and analysis

  • Risk factors

  • Executive compensation

  • Directors and corporate governance information

All 10-K filings are publicly available through the SEC's EDGAR database.

What is a 20-F filing?

Form 20-F is the SEC's annual report form for foreign private issuers — companies organized outside the United States that list securities on U.S. exchanges. It serves the same basic purpose as a 10-K but is designed to accommodate international disclosure practices and non-U.S. accounting standards.

Foreign private issuers filing Form 20-F can present financial statements under IFRS as issued by the International Accounting Standards Board (IASB) without reconciling to U.S. GAAP. If a company uses a different home-country accounting standard, it generally needs to include a reconciliation to U.S. GAAP under Item 17 or Item 18 of the form.

Form 20-F is also more flexible in what it covers. Unlike Form 10-K, it can be used as both an annual report and a registration statement for certain securities offerings. The filing deadline is four months after the fiscal year ends. One detail that catches people off guard; Form 20-F includes disclosure items not found in Form 10-K. This includes things like principal bankers, legal advisers, and auditors — reflecting its more international, prospectus-style format.

How 10-K and 20-F differ

The core difference comes down to filer type. Form 10-K is for U.S. domestic issuers. Form 20-F is for foreign private issuers. Both are annual SEC filings under the Securities Exchange Act of 1934, and both require audited financials, risk factor disclosures, and management discussion and analysis — but the structure, accounting standards, and some required disclosures differ between the two.

Distinguishing characteristics of each filing include:

  • Filer type: Form 10-K is for U.S. domestic public companies. Form 20-F is for foreign private issuers listing on U.S. exchanges

  • Accounting standards: Form 10-K requires U.S. GAAP. Form 20-F allows IFRS as issued by the IASB, or home-country GAAP with a U.S. GAAP reconciliation

  • Filing deadline: Form 10-K is due 60–90 days after fiscal year-end, depending on filer size. Form 20-F is due within four months of fiscal year-end

  • Uses: Form 10-K covers annual reports and fiscal year transition reports. Form 20-F covers annual reports, transition reports, and certain registration statements

  • Format: Form 10-K follows Regulation S-K item structure. Form 20-F has its own item numbering and includes additional international disclosure items not required in Form 10-K

Rule changes sometimes affect the two forms differently. The SEC has structured certain new disclosure requirements to apply only to domestic issuers on Form 10-K, or only to foreign private issuers on Form 20-F — so it's worth checking current SEC guidance when preparing either filing. A securities attorney or qualified accountant can help you figure out which requirements apply to your situation.