Jobs Act EGC
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IPO Process Library · 02 Pre-IPO Preparation
Last Updated | November 11, 2026
JOBS Act & Emerging Growth Company Status
The JOBS Act created the emerging growth company (EGC) category, giving smaller issuers scaled disclosure, audit relief, and flexible communications during and after an IPO.
- EGC status is available to issuers below an annual revenue threshold set by the SEC and adjusted periodically.
- Benefits include two years of audited financials, reduced executive-compensation disclosure, and an exemption from auditor attestation on internal controls.
- EGCs may test the waters with institutional investors and use confidential submission.
- EGC status ends on the earliest of several triggers, including a revenue ceiling and large-accelerated-filer status.
Who qualifies
An issuer generally qualifies as an EGC if it had total annual gross revenues below the statutory threshold in its most recent fiscal year. The threshold was set at $1 billion originally and has been adjusted for inflation, most recently to about $1.235 billion. Certain issuers are excluded, and the threshold changes periodically, so confirm the current figure before relying on it.
What EGC status offers
| Area | Relief |
|---|---|
| Audited financials | Two years of audited statements instead of three in the IPO registration statement |
| Executive compensation | Scaled disclosure, similar to smaller reporting companies |
| Internal control audit | Exempt from auditor attestation of internal controls under SOX 404(b) |
| Say-on-pay votes | Not required while EGC status lasts |
| Accounting standards | May use extended transition periods for new standards |
| Communications | May test the waters with qualified institutional and institutional accredited investors |
| Confidential submission | Nonpublic review of draft registration statements |
When EGC status ends
- The last day of the fiscal year in which annual gross revenues exceed the threshold.
- The last day of the fiscal year following the fifth anniversary of the IPO.
- The date the company issues more than $1 billion of non-convertible debt in a three-year period.
- The date the company becomes a large accelerated filer.
Considerations
Reduced disclosure can lower costs but may signal less transparency to some investors. Many EGCs voluntarily provide fuller information to match market expectations, and exemptions such as the internal-control audit exemption end when EGC status does.
Common questions
Do all small companies qualify?
No. Eligibility depends on revenue and other conditions, and some issuers are excluded.
Can large companies be EGCs?
Only if their revenue is below the threshold. Large, mature companies generally are not.
Methodology & Sources
Synthesizes SEC rules and guidance (Securities Act of 1933, Exchange Act of 1934, Regulation S-K), NYSE/Nasdaq listing standards, FINRA rules, and public S-1 filings. Cross-checked against primary documents. Rules, thresholds, and timelines change; confirm current requirements with counsel before acting. General education, not legal or investment advice.
Author: Erwin Castro
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