Notice2021-15654
Self-Regulatory Organizations; National Securities Clearing Corporation; Notice of Filing of a Proposed Rule Change To Modify the Rules & Procedures of National Securities Clearing Corporation in Connection With the Implementation of Section 1446(f) of the Internal Revenue Code of 1986
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 23, 2021
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 86 Issue 139 (Friday, July 23, 2021)</title>
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[Federal Register Volume 86, Number 139 (Friday, July 23, 2021)]
[Notices]
[Pages 39092-39095]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-15654]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-92437; File No. SR-NSCC-2021-009]
Self-Regulatory Organizations; National Securities Clearing
Corporation; Notice of Filing of a Proposed Rule Change To Modify the
Rules & Procedures of National Securities Clearing Corporation in
Connection With the Implementation of Section 1446(f) of the Internal
Revenue Code of 1986
July 19, 2021.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on July 14, 2021, National Securities Clearing Corporation (``NSCC'')
filed with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I, II and III below, which
Items have been prepared by the clearing agency. The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
The proposed rule change consists of modifications to the Rules &
Procedures (``Rules'') \3\ of NSCC in connection with the
implementation of section 1446(f) of the Internal Revenue Code of 1986,
as amended, that was enacted as part of the Tax Cuts and Jobs Act of
2017,\4\ and the Treasury Regulations or other official interpretations
thereunder, as in effect from time to time (collectively ``Section
1446(f)''), as described in greater detail below.
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\3\ Capitalized terms not defined herein are defined in the
Rules, available at http://www.dtcc.com/~/media/Files/Downloads/
legal/rules/nscc_rules.pdf.
\4\ Public Law 115-97 (2017), section 864(c)(8).
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
In its filing with the Commission, the clearing agency included
statements concerning the purpose of and basis for the proposed rule
change and discussed any comments it received on the proposed rule
change. The text of these statements may be examined at the places
specified in Item IV below. The clearing agency has prepared summaries,
set forth in sections A, B, and C below, of the most significant
aspects of such statements.
(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
1. Purpose
The purpose of this proposed rule change is to amend the Rules in
connection with the implementation of Section 1446(f). The proposed
rule change also includes technical changes.
(i) Background
Section 1446(f) and Section 1446(f) Withholding
Section 1446(f) was enacted on December 22, 2017, as part of the
Tax Cuts and Jobs Act of 2017,\5\ and the U.S. Treasury Department
(``Treasury Department'') finalized and issued various implementing
regulations on October 7, 2020,\6\ including the tax withholding
required pursuant to Treasury Regulation Section 1.1446(f)-4(a) \7\
upon the transfer of an interest in a publicly traded partnership
(``Section 1446(f) Withholding''). It is NSCC's understanding that
Section 1446(f) Withholding is designed to ensure any non-U.S. person
(either individual or entity) appropriately files a U.S. federal income
tax return following the sale or disposition of its interest in certain
partnerships.
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\5\ Id.
\6\ Withholding of Tax and Information Reporting With Respect to
Interests in Partnerships Engaged in a U.S. Trade or Business, 85 FR
76910 (Nov. 30, 2020).
\7\ 26 CFR 1.1446-4(a).
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Section 1446(f) generally imposes a ten percent (10%) withholding
tax on the payment of gross proceeds arising from the sale or other
disposition by a non-U.S. person of an interest in certain partnerships
that are engaged in a U.S. trade or business.\8\ In such a case, a tax
withholding obligation is imposed on the buyer of the partnership
interest, who is required to remit the withheld tax amount to the U.S.
Internal Revenue Service (``IRS''), unless or to the extent an
applicable exception applies.\9\ The buyer obligated to withhold the
10% tax is liable for any amount that it underwithheld, plus associated
interest and penalties.\10\
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\8\ I.R.C. Section 1446(f).
\9\ Id.
\10\ Id.
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On October 7, 2020, the IRS and Treasury Department issued final
regulations under Section 1446(f) (the ``Final Regulations''),\11\
which require Section 1446(f) Withholding on partnerships that are
publicly traded on exchanges (``PTPs'') in respect of transfers that
occur on or after January 1, 2022. The Final Regulations provided U.S.
clearing organizations, such as NSCC, an exemption from the obligation
to perform the Section 1446(f) Withholding at this time.\12\ This
exemption is premised in part on the IRS and Treasury Department's
understanding that all of NSCC's non-U.S. Members are of the types of
entities that are permitted to perform the Section 1446(f) Withholding
themselves.<SUP>13 14</SUP> NSCC currently clears and settles all
transactions on a netted basis. If NSCC were required to perform
Section 1446(f) Withholding, NSCC would have to clear and settle
transfers
[[Page 39093]]
of PTP interest on a gross basis, which may be disruptive to the
efficiency and liquidity of the trading of PTP interests in the capital
markets, as noted in the Final Regulations.\15\
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\11\ See note 6.
\12\ See note 6, at 76922.
\13\ Id.
\14\ The Final Regulations provided that if a direct clearing
member of a U.S. clearing organization is not of a type of entity
permitted to perform Section 1446(f) Withholding, the IRS and
Treasury Department will issue proposed guidance that would revise
the Final Regulations to require Section 1446(f) Withholding by U.S.
clearing organization on such direct clearing member. Id.
\15\ See note 6, at 76922.
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Currently, all of NSCC's non-U.S. Members are of the types of
entities permitted to perform the Section 1446(f) Withholding
themselves either because (i) they are the types of entities allowed to
perform U.S. tax withholdings pursuant to applicable Treasury
Regulations or (ii) they have entered into the requisite agreements
with the IRS that allow them to perform U.S. tax withholdings (commonly
known as the Qualified Intermediary Agreements). Nearly all such
Members have historically accepted the responsibility to perform all
U.S. tax withholdings in respect of their NSCC accounts, and it is
NSCC's understanding that they would continue do the same for Section
1446(f) Withholding.
(ii) Proposed Rule Changes
In order to comport with the legislative understanding underlying
the Section 1446(f) Withholding exemption, NSCC is proposing amendments
to its Rules to ensure that all NSCC FFI Members that are Members would
accept the responsibility to perform the Section 1446(f)
Withholding.\16\
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\16\ It is NSCC's understanding that, based on the types of
services that NSCC provides to Limited Members, notwithstanding any
exemption, NSCC would not need to perform Section 1446(f)
Withholding with respect to Limited Members' activities at NSCC.
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Rule 1 (Definitions and Descriptions)
NSCC is proposing to add the following terms and definitions in
Rule 1 (Definitions and Descriptions), as described below.
The term ``Section 1446(f)'' would mean section 1446(f) of the Code
and the related Treasury Regulations or other official interpretations
thereof, as in effect from time to time.
The term ``Section 1446(f) Withholding'' would mean the tax
withholding required pursuant to Treasury Regulation Section 1.1446(f)-
4(a), upon the transfer of an interest in a publicly traded
partnership. As defined, ``Section 1446(f) Withholding'' would not
apply to any tax withholding required on distributions made by such a
partnership.
The term ``Section 1446(f) Withholding Agent'' would mean an FFI
Member that is a Member and has certified to NSCC that Section 1446(f)
Withholding would not apply to any Gross Credit Balance of such FFI
Member by providing to NSCC a Tax Certification (as defined below and
in the proposed rule text).
The term ``Section 1446(f) Withholding Compliance Date'' would mean
January 1, 2022 or, if the commencement of Section 1446(f) Withholding
is delayed beyond January 1, 2022 under Section 1446(f), two calendar
months plus one calendar day before such delayed effective date.
NSCC is proposing to delete ``FATCA Certification'' and replace it
with ``Tax Certification.'' As proposed, the term ``Tax Certification''
would mean an executed copy of the relevant tax form required by the
IRS, as in effect from time to time, that each Member and Limited
Member (or applicant to become such) shall provide from time to time to
NSCC as set forth under the Rules and Procedures.
NSCC is also proposing two technical changes. First, NSCC is
proposing to delete ``FATCA Compliance Date'' from Rule 1 because it
would no longer be used in the Rules under the proposal. Second, NSCC
is proposing to delete the definition of ``Code'' that is currently
embedded within the definition of ``FATCA'' and add it as a standalone
definition entry in Rule 1 so that it can be readily identified.
Rule 2 (Members and Limited Members)
NSCC is proposing to retitle Section 4(iii) of Rule 2 (Members and
Limited Members) from ``FATCA'' to ``FATCA and Section 1446(f).''
NSCC is also proposing to delete a reference to FATCA Compliance
Date in the first paragraph of Section 4(iii) of Rule 2 because it is
no longer relevant given FATCA is already in effect. In addition, NSCC
is proposing to add a paragraph to Section 4(iii) of Rule 2 to require
that, beginning on the Section 1446(f) Withholding Compliance Date,
each FFI Member that is a Member must agree not to conduct any
transaction or activity through NSCC if such FFI Member is not a
Section 1446(f) Withholding Agent, unless such requirement has been
explicitly waived in writing by NSCC with respect to the specific FFI
Member.\17\
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\17\ NSCC may waive this requirement from time to time with
respect to a specific FFI Member if the FFI Member is unable to
satisfy the requirement due to unusual and/or extraordinary
circumstances, such as an unanticipated regulatory change in the tax
withholding requirement or if the FFI Member is rectifying an
unexpected change in its tax withholding status.
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In addition, NSCC is proposing to revise the last two paragraphs in
Section 4(iii) of Rule 2 by changing FATCA Certification to Tax
Certification, deleting a reference to FATCA, as well as adding
references to Section 1446(f) Withholding Agent. As revised, each FFI
Member is required to certify and periodically recertify to NSCC that
such FFI Member is FATCA Compliant and/or a Section 1446(f) Withholding
Agent, as applicable, by providing to NSCC a Tax Certification. In
addition, an FFI Member shall indemnify NSCC for any loss, liability or
expense sustained by NSCC as a result of such FFI Member failing to be
FATCA Compliant or a Section 1446(f) Withholding Agent.
Rule 2A (Initial Membership Requirements)
NSCC is proposing to revise Section 1.B and 1.C of Rule 2A (Initial
Membership Requirements) by including a reference to Section 1446(f)
Withholding Agent and replacing FATCA Certification with Tax
Certification, respectively. As proposed, Section 1.B of Rule 2A would
provide that any applicant that shall be an FFI Member must be FATCA
Compliant and/or a Section 1446(f) Withholding Agent, as applicable. In
addition, as proposed, Section 1.C of Rule 2A would provide that, as
part of its membership application, each applicant shall complete and
deliver to NSCC a Tax Certification instead of a FATCA Certification.
NSCC is also proposing a technical change by deleting an extraneous
comma from Section 1.C of Rule 2A.
Rule 2B (Ongoing Membership Requirements and Monitoring)
NSCC is proposing to revise Section 2.B.(c) of Rule 2B (Ongoing
Membership Requirements and Monitoring) by removing a reference to
FATCA Compliance Date because it is no longer relevant given FATCA is
already in effect. NSCC is also proposing to replace FATCA
Certification with Tax Certification in Section 2.B.(c)(i) of Rule 2B
and change two days to two calendar days in that section. Lastly, NSCC
is proposing to add a new sentence to Section 2.B.(c) of Rule 2B that
provides, beginning on the Section 1446(f) Withholding Compliance Date,
each FFI Member that is a Member shall inform NSCC, both orally and in
writing, if it has reason to know that it is not, or will not be, a
Section 1446(f) Withholding Agent within two calendar days of knowledge
thereof.
Rule 53 (Alternative Investment Product Services and Members)
NSCC is proposing to revise Sections 1(d)(iv) and 5(e)(i) of Rule
53 (Alternative Investment Product Services and Members) by replacing
references of FATCA Certification with Tax Certification. In addition,
NSCC is
[[Page 39094]]
proposing to retitle Section 5(e) of Rule 53 as ``Tax Considerations--
AIP Settling Sub-Accounts.''
Addendum O (Admission of Non-U.S. Entities as Direct NSCC Members)
NSCC is proposing to revise Addendum O (Admission of Non-U.S.
Entities as Direct NSCC Members) to include requirements associated
with Section 1446(f) Withholding. As proposed, NSCC would require each
non-U.S. entity that is applying to become a Member or certain Limited
Member to (i) agree not to conduct any transaction or activity through
NSCC if the non-U.S. entity is not FATCA Compliant and/or is not a
Section 1446(f) Withholding Agent, as applicable and (ii) indemnify
NSCC for any loss, liability or expense sustained by NSCC as a result
of the non-U.S. entity failing to be FATCA Compliant or a Section
1446(f) Withholding Agent. NSCC is also proposing to retitle the second
bullet in Addendum O to ``FACTA Compliance, Section 1446(f)
Withholding, and Tax Certification.'' In addition, NSCC is proposing to
remove the reference to FATCA Compliance Date from the second bullet in
Addendum O because it is no longer relevant given FATCA is already in
effect. Furthermore, NSCC is proposing to revise the second bullet in
Addendum O by (i) adding references to Section 1446(f) Withholding
Compliance Date and Section 1446(f) Withholding Agent and (ii)
replacing FATCA Certification with Tax Certification. As proposed, the
second bullet in Addendum O would provide, in part, that each non-U.S.
entity that is applying to become a Member or certain Limited Member
must be at all times FATCA Compliant and, beginning on the Section
1446(f) Withholding Compliance Date, be a Section 1446(f) Withholding
Agent, if applicable, and must certify and recertify to NSCC that it is
FATCA Compliant and/or a Section 1446(f) Withholding Agent, as
applicable, by providing to NSCC a Tax Certification, unless such
requirements have been explicitly waived in writing by NSCC.
(iii) Member Outreach
Beginning in December 2020, NSCC conducted ongoing outreach to non-
U.S. Members that are not currently performing U.S. tax withholding in
order to provide them with notice of the proposed changes. As of the
date of this filing, no written comments relating to the proposed
changes have been received in response to this outreach. The Commission
will be notified of any written comments received.
2. Statutory Basis
NSCC believes this proposal is consistent with Section 17A(b)(3)(F)
\18\ of the Act for the reasons described below.
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\18\ 15 U.S.C. 78q-1(b)(3)(F).
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Section 17A(b)(3)(F) of the Act requires, in part, that the Rules
be designed to promote the prompt and accurate clearance and settlement
of securities transactions.\19\ NSCC believes that the proposed rule
change to amend the Rules in connection with the implementation of
Section 1446(f) is consistent with Section 17A(b)(3)(F) of the Act.
This is because the proposed rule change is designed to ensure that all
NSCC FFI Members that are Members would accept the responsibility to
perform the Section 1446(f) Withholding, consistent with the
understanding of the IRS and Treasury Department as expressed in the
Final Regulations.\20\
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\19\ Id.
\20\ See note 6, at 76922.
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As mentioned above, the Final Regulations provided NSCC an
exemption from the obligation to perform Section 1446(f) Withholding at
this time.\21\ However, the Final Regulations also provided that if a
direct clearing member of a U.S. clearing organization is not of a type
of entity permitted to perform Section 1446(f) Withholding, the IRS and
Treasury Department will issue proposed guidance that would revise the
Final Regulations to require Section 1446(f) Withholding by U.S.
clearing organization, such as NSCC, on such direct clearing
member.\22\ If the IRS and Treasury Department were to revise the Final
Regulations and revoke NSCC's exemption, NSCC would be required to
clear and settle each transfer of PTP interest on a gross basis in
order to perform Section 1446(f) Withholding on such transfer. Given
that NSCC currently clears and settles all transactions on a netted
basis, if NSCC has to clear and settle transfers of PTP interest on a
gross basis, it may be disruptive to the efficiency and liquidity of
the trading of PTP interests in the capital markets, as noted in the
Final Regulations.\23\
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\21\ Id.
\22\ Supra note 14.
\23\ See note 6, at 76922.
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In order to be consistent with the understanding of the IRS and
Treasury Department which NSCC's Section 1446(f) exemption was premised
upon,\24\ NSCC is proposing that, unless waived by NSCC, beginning on
the Section 1446(f) Withholding Compliance Date, each FFI Member that
is a Member would have to agree not to conduct any transaction or
activity through NSCC if such FFI Member is not a Section 1446(f)
Withholding Agent. In addition, each FFI Member that is a Member would
have to provide periodic certifications to NSCC regarding its Section
1446(f) Withholding Agent status. Taken together, these requirements
would help to ensure that all NSCC FFI Members that are Members would
accept their responsibility to perform the Section 1446(f) Withholding
(i.e., be a Section 1446(f) Withholding Agent).
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\24\ Id.
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By ensuring that all NSCC FFI Members that are Members would accept
their responsibility to perform the Section 1446(f) Withholding, NSCC
believes it would minimize the likelihood that the IRS and Treasury
Department would revise the Final Regulations to revoke NSCC's Section
1446(f) exemption. Having the IRS and the Treasury Department continue
to exempt NSCC from Section 1446(f) Withholding would enable NSCC to
continue to clear and settle all transactions (including transfers of
PTP interest) on a netted basis and avoid any potential disruption to
the efficiency and liquidity of the trading of PTP interests in the
capital market. By avoiding any potential disruption to the efficiency
and liquidity of the trading of PTP interest in the capital market, the
proposed rule change would help to promote the prompt and accurate
clearance and settlement of transactions. As such, NSCC believes the
proposed rule change to amend the Rules in connection with the
implementation of Section 1446(f) is consistent with Section
17A(b)(3)(F) of the Act.\25\
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\25\ 15 U.S.C. 78q-1(b)(3)(F).
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NSCC believes the proposal to make technical changes to the Rules
is also consistent with Section 17A(b)(3)(F) of the Act.\26\ The
proposed technical changes to the Rules would help ensure that the
Rules remain accurate and clear to Members. Having accurate and clear
Rules would help Members to better understand their rights and
obligations regarding NSCC's clearance and settlement services. NSCC
believes that when Members better understand their rights and
obligations regarding NSCC's clearance and settlement services, they
can act in accordance with the Rules. NSCC believes that better
enabling Members to comply with the Rules would promote the prompt and
accurate clearance and settlement of securities transactions by NSCC.
As such, NSCC believes the proposal to make technical
[[Page 39095]]
changes to the Rules is consistent with Section 17A(b)(3)(F) of the
Act.\27\
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\26\ Id.
\27\ Id.
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(B) Clearing Agency's Statement on Burden on Competition
NSCC believes that the proposed rule change to amend the Rules in
connection with the implementation of Section 1446(f) could impose a
burden on competition because the change could impose a cost on firms
that currently do not do U.S. tax withholding by requiring them to
perform the Section 1446(f) Withholding by the Section 1446(f)
Withholding Compliance Date. However, NSCC believes any such burden is
necessary and appropriate. Specifically, NSCC believes that any burden
on competition that is created by the proposed rule change would be
necessary in furtherance of the purposes of Section 17A(b)(3)(F) of the
Act. As described above, the proposed rule change is designed to ensure
that all NSCC FFI Members that are Members would accept the
responsibility to perform the Section 1446(f) Withholding, consistent
with the understanding of the IRS and Treasury Department as expressed
in the Final Regulations.\28\ By ensuring that all NSCC FFI Members
that are Members would accept their responsibility to perform the
Section 1446(f) Withholding, NSCC believes it would minimize the
likelihood that the IRS and Treasury Department would revise the Final
Regulations to revoke NSCC's Section 1446(f) exemption. Having the IRS
and the Treasury Department continue to exempt NSCC from Section
1446(f) Withholding would enable NSCC to continue to clear and settle
all transactions (including transfers of PTP interest) on a netted
basis and avoid any potential disruption to the efficiency and
liquidity of the trading of PTP interests in the capital market. By
avoiding any potential disruption to the efficiency and liquidity of
the trading of PTP interest in the capital market, the proposed rule
change would help to promote the prompt and accurate clearance and
settlement of transactions, consistent with Section 17A(b)(3)(F) of the
Act.\29\ NSCC also believes that any burden that is created by the
proposed rule change would be appropriate. This is because the proposed
change would be limited to Section 1446(f) Withholding and associated
certification and is also consistent with the understanding of the IRS
and Treasury Department as expressed in the Final Regulations.\30\
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\28\ See note 6, at 76922.
\29\ 15 U.S.C. 78q-1(b)(3)(F).
\30\ See note 6, at 76922.
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NSCC does not believe the proposal to make technical changes to the
Rules would impact competition. The changes would apply equally to all
Members and would not affect Members' rights and obligations. As such,
NSCC believes the proposal to make technical changes to the Rules would
not have any impact on competition.
(C) Clearing Agency's Statement on Comments on the Proposed Rule Change
Received From Members, Participants, or Others
Written comments relating to this proposed rule change have not
been solicited or received. NSCC will notify the Commission of any
written comments received by NSCC.
III. Date of Effectiveness of the Proposed Rule Change, and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) By order approve or disapprove such proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#3745425b521a54585a5a525943447744525419505841"><span class="__cf_email__" data-cfemail="87f5f2ebe2aae4e8eaeae2e9f3f4c7f4e2e4a9e0e8f1">[email protected]</span></a>. Please include
File Number SR-NSCC-2021-009 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549.
All submissions should refer to File Number SR-NSCC-2021-009. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be 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 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of NSCC and on DTCC's website
(<a href="http://dtcc.com/legal/sec-rule-filings.aspx">http://dtcc.com/legal/sec-rule-filings.aspx</a>). All comments received
will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NSCC-2021-009 and should be submitted on
or before August 13, 2021.
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\31\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\31\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-15654 Filed 7-22-21; 8:45 am]
BILLING CODE 8011-01-P
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