Rule2021-15317
Adoption of Updated EDGAR Filer Manual
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
July 28, 2021
Effective
July 28, 2021
Issuing agencies
Securities and Exchange Commission
Abstract
The Securities and Exchange Commission (the "Commission") is adopting amendments to Volumes I and II of the Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") Filer Manual ("EDGAR Filer Manual" or "Filer Manual") and related rules. The EDGAR system was upgraded on June 18, 2021.
Full Text
<html>
<head>
<title>Federal Register, Volume 86 Issue 142 (Wednesday, July 28, 2021)</title>
</head>
<body><pre>
[Federal Register Volume 86, Number 142 (Wednesday, July 28, 2021)]
[Rules and Regulations]
[Pages 40308-40310]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-15317]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 232
[Release Nos. 33-10948; 34-92216; 39-2539; IC-34304]
Adoption of Updated EDGAR Filer Manual
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
-----------------------------------------------------------------------
SUMMARY: The Securities and Exchange Commission (the ``Commission'') is
adopting amendments to Volumes I and II of the Electronic Data
Gathering, Analysis, and Retrieval system (``EDGAR'') Filer Manual
(``EDGAR Filer Manual'' or ``Filer Manual'') and related rules. The
EDGAR system was upgraded on June 18, 2021.
DATES:
Effective date: July 28, 2021.
Incorporation by reference: The incorporation by reference of the
EDGAR Filer Manual is approved by the Director as of July 28, 2021.
FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments
to Volumes I and II of the Filer Manual and related rules, please
contact Rosemary Filou, Chief Counsel, or Jane Patterson, Senior
Counsel, in the EDGAR Business Office at (202) 551-3900. For questions
concerning Form N-CEN updates, please contact Heather Fernandez in the
Division of Investment Management at (202) 551-6708. For questions
concerning the changes to Forms S-1, S-3, F-1 and F-3, please contact
Chris Windsor, Senior Special Counsel in the Division of Corporation
Finance at (202) 551-3419. For questions concerning the XBRL
submissions, please contact the Office of Structured Disclosure in the
Division of Economic and Risk Analysis at (202) 551-5494.
SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer
Manual, Volume I: ``General Information,'' Version 38 (June 2021) and
Volume II: ``EDGAR Filing,'' Version 58 (June 2021). The updated Filer
Manual volumes are incorporated by reference into the Code of Federal
Regulations.
I. Background
The Filer Manual contains technical specifications needed for
filers to make submissions on EDGAR. Filers must comply with the
applicable provisions of the Filer Manual in order to assure the timely
acceptance and processing of
[[Page 40309]]
filings made in electronic format.\1\ Filers should consult the Filer
Manual in conjunction with our rules governing mandated electronic
filings when preparing documents for electronic submission.
---------------------------------------------------------------------------
\1\ See Rule 301.
---------------------------------------------------------------------------
II. Amendments to Volumes I of the Filer Manual
The EDGAR System was updated in Release 21.2 and the following
update is being made to Volume I of the EDGAR Filer Manual.
Volume I of the EDGAR Filer Manual sets forth the requirements,
among other things, for securely maintaining EDGAR access codes,
maintaining current company information in EDGAR, and obtaining a new
passphrase--the access code that allows a filer to reset other codes--
when the passphrase is lost or compromised. A filer who has lost their
passphrase may reset it by requesting a security token be sent to the
contact email address on record for the account. Individuals frequently
contact the Commission, however, indicating they represent the filer
but do not have EDGAR access codes, and the contact email on file is
not current. Volume I allows these filers to regain access to their
EDGAR account through a ``manual passphrase'' request. The Commission
staff attempts to carefully screen these requests, and Volume I is
being amended to add requirements to enable Commission staff to more
effectively assess manual passphrase requests.
The amendments will require filers to upload specified supporting
documentation to demonstrate the relationships between the entity
requesting access and the existing EDGAR account, and the entity
requesting access and the individual acting for that entity. Filers
seeking access to an existing EDGAR account for which they have neither
the access codes nor the current contact email address would be
required to submit documents with the request for access, and
additional documents as requested by SEC staff. The amendments will
also provide that filers seeking access under this process must allow
at least five (5) business days for processing of the request, and must
respond to requests from SEC staff for additional information and
documents.
III. Edgar System Changes and Associated Modifications to Volume II of
the Edgar Filer Manual
EDGAR is being updated in Release 21.2, and was previously updated
in 21.1.3, and corresponding amendments to Volume II of the Filer
Manual are being made to reflect these changes, as described below.\2\
---------------------------------------------------------------------------
\2\ EDGAR Release 21.2 will be deployed on or about June 21,
2021. EDGAR Release 21.1.3 was deployed on May 7, 2021.
---------------------------------------------------------------------------
On April 8, 2020, the Commission amended Forms S-1, S-3, F-1 and F-
3 to enable issuers of Exchange Traded Vehicle Securities to register
an indeterminate number of shares and to pay fees annually based on net
issuances, or to register a fixed amount of the securities and pay the
associated fees.\3\ EDGAR Release 21.2 updates submission form types S-
1, S1/A, S-3, S-3/A, F-1, F-1/A, F-3 and F-3/A to include ``Exchange
Traded Vehicle Securities'' as a new security type. See Chapter 7
(Preparing and Transmitting EDGARLink Online Submissions) of the EDGAR
Filer Manual, Volume II: ``EDGAR Filing.''
---------------------------------------------------------------------------
\3\ See Securities Offering Reform for Closed End Investment
Companies, Release 33-10771 (Apr. 8, 2020) [85 FR 33290 (June 1,
2020)].
---------------------------------------------------------------------------
On October 7, 2020, the Commission adopted new rules and amended
existing rules and forms to create a comprehensive regulatory framework
for fund of funds arrangements.\4\ As part of the new rule, Release
21.2 updates submission form types N-CEN and N-CENA to include updated
form content and adds two new questions on the form types related to
unit investment trusts in Part F., and to management companies in Part
C. See Chapter 8 (Preparing and Transmitting Online Submissions) of the
EDGAR Filer Manual, Volume II: ``EDGAR Filing.''
---------------------------------------------------------------------------
\4\ See Fund of Fund Arrangements, Release No. 33-10871 (Oct. 7,
2020) [85 FR 73924 (Nov. 19, 2020)].
---------------------------------------------------------------------------
Also, the following updates will be made to Volume II of EDGAR
Filer Manual:
Updates to technical instructions will be added to support filers
with constructing attached documents and document types and interactive
data. See Chapter 5 (Constructing Attached Documents and Document
Types) and Chapter 6 (Interactive Data) of the EDGAR Filer Manual,
Volume II: ``EDGAR Filing.''
The EDGAR Frequently Asked Questions (FAQ) screens of the EDGAR
Filing website and the EDGAR Filer Management website will be updated
to remove the ``EDGAR Quick Reference Guides'' hyperlink.\5\ See
Appendix B (Frequently Asked Questions) of the EDGAR Filer Manual,
Volume II: ``EDGAR Filing.''
---------------------------------------------------------------------------
\5\ The ``EDGAR Quick Reference Guide'' was removed from Volume
I of the EDGAR Filer Manual in Release 20.4.
---------------------------------------------------------------------------
EDGAR Release 21.1.3 also introduced the following software changes
and the Filer Manual is being revised accordingly:
<bullet> In accordance with Release 33-10884,\6\ submission form
types C, C/A, and C-U were updated to increase the offering limit from
$1,070,000 to $5,000,000. Filers can specify up to $5,000,000 for the
Target Offering Amount and Maximum Offering Amount. See Chapter 8
(Preparing and Transmitting Online Submissions) of the EDGAR Filer
Manual, Volume II: ``EDGAR Filing.''
---------------------------------------------------------------------------
\6\ See Facilitating Capital Formation and Expanding Investment
Opportunities by Improving Access to Capital in Private Markets,
Release 33-10884 (Nov. 2, 2020) [86 FR 3496 (Jan. 14, 2021)].
---------------------------------------------------------------------------
<bullet> In Release 33-10231,\7\ the Commission rescinded Forms N-Q
and N-SAR. Accordingly, effective May 10, 2021, Release 21.1.3 modified
EDGAR to no longer accept the following form types: N-Q, N-Q/A, NSAR-A,
NSAR-A/A, NSAR-AT, NSAR-AT/A, NSAR-B, NSAR-B/A, NSAR-BT, NSAR-BT/A,
NSAR-U, NSAR-U/A, NT-NSAR, and NT-NSAR/A. See Chapter 3 (Index to
Forms), Chapter 7 (Preparing and Transmitting EDGARLink Online
Submissions), Appendix C (EDGAR Submission Types), and Appendix E
(Automated Conformance Rules for EDGAR Data Fields) of the EDGAR Filer
Manual, Volume II: ``EDGAR Filing.''
---------------------------------------------------------------------------
\7\ See Investment Company Reporting Modernization, Release 33-
10231 (Oct. 13, 2016) [81 FR 81870 (Nov. 18, 2016)].
---------------------------------------------------------------------------
Additional update and minor corrections made to the EDGAR Filer
Manual, Volume II: ``EDGAR Filing'' include:
<bullet> Updates to instructions for filing Form X-17A-5 Part III
noting the staff of the Division of Trading and Markets' temporary
conditional no-action position for broker-dealers that are unable to
obtain notarization services due to difficulties arising from COVID-19.
See Section 8.2.20 of Chapter 8 (Preparing and Transmitting Online
Submissions).
<bullet> Correction of the title ``EDGAR TA XML Technical
Specification.'' See Chapter 3 (Index to Forms).
<bullet> Replacement of Figure 8-188: ``Signature Screen for
submission form type X-17A-5.''
<bullet> Updates to references to ``Convert Paper Only Filer to
Electronic Filer'' to ``Apply for EDGAR Access: Applicants With a CIK
but Without EDGAR Access Codes.'' \8\
---------------------------------------------------------------------------
\8\ Starting June 25, 2021, applicants for EDGAR access who
previously used the ``Convert Paper Only Filer to Electronic Filer''
process would now be required to submit the Form ID and an
authenticating document to apply for access to file on EDGAR. See
Adoption of Updated EDGAR Filer Manual, Form ID Amendments, Release
No. 33-10935 [86 FR 25803].
---------------------------------------------------------------------------
[[Page 40310]]
EDGAR Release 21.2 also introduces additional changes in EDGAR that
do not require corresponding amendments to the Filer Manual. See the
``Updates'' section of Volume II of the EDGAR Filer Manual, Volume II:
``EDGAR Filing.''
IV. Amendments to Rule 301 of Regulation S-T
Along with the adoption of the updated Filer Manual, we are
amending Rule 301 of Regulation S-T to provide for the incorporation by
reference into the Code of Federal Regulations of the current
revisions. This incorporation by reference was approved by the Director
of the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR
part 51.
The updated EDGAR Filer Manual is available at <a href="https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual">https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual</a>. Typically, the
EDGAR Filer Manual is also available for website viewing and printing
in the Commission's Public Reference Room, 100 F Street NE, Washington,
DC 20549, on official business days between the hours of 10 a.m. and 3
p.m. Due to pandemic conditions, however, access to the Commission's
Public Reference Room is not permitted at this time.
V. Administrative Law Matters
Because the Filer Manual, and form and rule amendments, relate
solely to agency procedures or practice and do not substantially alter
the rights and obligations of non-agency parties, publication for
notice and comment is not required under the Administrative Procedure
Act (``APA'').\9\ It follows that the amendments do not require
analysis under requirements of the Regulatory Flexibility Act \10\ or a
report to Congress under the Small Business Regulatory Fairness
Act.\11\
---------------------------------------------------------------------------
\9\ 5 U.S.C. 553(b)(A).
\10\ 5 U.S.C. 601-612.
\11\ 5 U.S.C. 804(3)(C).
---------------------------------------------------------------------------
The effective date for the updated Filer Manual and related rule
amendments is July 28, 2021. In accordance with the APA,\12\ we find
that there is good cause to establish an effective date less than 30
days after publication of these rules. The Commission believes that
establishing an effective date less than 30 days after publication of
these rules is necessary to coordinate the effectiveness of the updated
Filer Manual with the related system upgrades.
---------------------------------------------------------------------------
\12\ 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------
VI. Statutory Basis
We are adopting the amendments to Regulation S-T under the
authority in Sections 6, 7, 8, 10, and 19(a) of the Securities Act of
1933,\13\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the
Securities Exchange Act of 1934,\14\ Section 319 of the Trust Indenture
Act of 1939,\15\ and Sections 8, 30, 31, and 38 of the Investment
Company Act of 1940.\16\
---------------------------------------------------------------------------
\13\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\14\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
\15\ 15 U.S.C. 77 sss.
\16\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
---------------------------------------------------------------------------
List of Subjects in 17 CFR Part 232
Incorporation by reference, Reporting and recordkeeping
requirements, Securities.
Text of the Amendments
In accordance with the foregoing, title 17, chapter II of the Code
of Federal Regulations is amended as follows:
PART 232 REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
0
1. The authority citation for part 232 continues to read, in part, as
follows:
Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, 7201 et seq.; and 18 U.S.C. 1350,
unless otherwise noted.
0
2. Section 232.301 is revised to read as follows:
Sec. 232.301 EDGAR Filer Manual.
Filers must prepare electronic filings in the manner prescribed by
the EDGAR Filer Manual, promulgated by the Commission, which sets forth
the technical formatting requirements for electronic submissions. The
requirements for becoming an EDGAR Filer and updating company data are
set forth in the updated EDGAR Filer Manual, Volume I: ``General
Information,'' Version 38 (June 2021). The requirements for filing on
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 58 (June 2021). All of these provisions have
been incorporated by reference into the Code of Federal Regulations,
which action was approved by the Director of the Federal Register in
accordance with 5 U.S.C. 552(a) and 1 CFR part 51. You must comply with
these requirements in order for documents to be timely received and
accepted. The EDGAR Filer Manual is available at <a href="https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual">https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual</a>. Typically, the
EDGAR Filer Manual is also available for website viewing and printing
in the Commission's Public Reference Room, 100 F Street NE, Washington,
DC 20549, on official business days between the hours of 10 a.m. and 3
p.m. Due to pandemic conditions, however, access to the Commission's
Public Reference Room is not permitted at this time. You can also
inspect the document at the National Archives and Records
Administration (NARA). For information on the availability of this
material at NARA, email <a href="/cdn-cgi/l/email-protection#224447465047450c4e4745434e624c4350430c454d54"><span class="__cf_email__" data-cfemail="4c2a29283e292b6220292b2d200c222d3e2d622b233a">[email protected]</span></a>, or go to: <a href="https://www.archives.gov/federal-register/cfr/ibr-locations.html">https://www.archives.gov/federal-register/cfr/ibr-locations.html</a>.
By the Commission.
Dated: June 21, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-15317 Filed 7-27-21; 8:45 am]
BILLING CODE 8011-01-P
</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>Indexed from Federal Register on July 28, 2021.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.