Rule2021-21915
Adoption of Updated EDGAR Filer Manual, Form ID Amendments
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Published
October 7, 2021
Effective
October 7, 2021
Issuing agencies
Securities and Exchange Commission
Abstract
The Securities and Exchange Commission (``Commission'') is adopting amendments to Volumes I and II of the Electronic Data Gathering, Analysis, and Retrieval system (``EDGAR'') Filer Manual (``Filer Manual'') and related rules and forms. The EDGAR system was upgraded on September 20, 2021.
Full Text
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<title>Federal Register, Volume 86 Issue 192 (Thursday, October 7, 2021)</title>
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[Federal Register Volume 86, Number 192 (Thursday, October 7, 2021)]
[Rules and Regulations]
[Pages 55689-55692]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-21915]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 232 and 239
[Release Nos. 33-10984; 34-93056; 39-2540; IC-34376]
Adoption of Updated EDGAR Filer Manual, Form ID Amendments
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
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SUMMARY: The Securities and Exchange Commission (``Commission'') is
adopting amendments to Volumes I and II of the Electronic Data
Gathering, Analysis, and Retrieval system (``EDGAR'') Filer Manual
(``Filer Manual'') and related rules and forms. The EDGAR system was
upgraded on September 20, 2021.
DATES: Effective date: October 7, 2021. The incorporation by reference
of the EDGAR Filer Manual is approved by the Director of the Federal
Register as of October 7, 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, Deputy Director and Chief Counsel, or Daniel
Chang, Senior Special Counsel, in the EDGAR Business Office at (202)
551-3900. For questions concerning the updates to Forms 24F-2, N-RN, N-
CEN, or N-PORT, please contact Heather Fernandez in the Division of
Investment Management at (202) 551-6708. For questions concerning the
changes to Form X-17A-5, please contact Rose Wells, Senior Counsel, in
the Division of Trading and Markets at (202) 551-5527. For questions
concerning submission form types SBS DISPUTE NOTICE and SBS DISPUTE
NOTICE/A, please contact Andrew Bernstein, Senior Special Counsel, in
the Division of Trading and Markets at (202) 551-5565. For questions
regarding the changes to submission form types D, D/A, or 424I, please
contact Chris Windsor, Senior Special Counsel, in the Division of
Corporation Finance at (202) 551-3419. For questions concerning the
taxonomies or schemas, 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 39 (September 2021)
and Volume II: ``EDGAR Filing,'' Version 59 (September 2021),
amendments to 17 CFR 232.301 (``Rule 301 of Regulation S-T''); and
amendments to Form ID (referenced in 17 CFR 239.63, 17 CFR 269.7, and
17 CFR 274.402). 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
[[Page 55690]]
the timely acceptance and processing of 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.
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\1\ See Rule 301 of Regulation S-T.
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II. Amendments to Volume I of the Filer Manual and Form ID
Volume I of the EDGAR Filer Manual provides that new filers must
request EDGAR access by submitting Form ID.\2\ Form ID will be revised
to include a privacy notice that will supplement the general Privacy
Act Notice available at <a href="http://SEC.gov">SEC.gov</a> by providing more detailed information
tailored to Form ID.\3\
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\2\ Form ID, uniform application for access codes to file on
EDGAR (referenced in 17 CFR 239.63, 249.446, 269.7, and 274.402).
Form ID requests limited identity information regarding the
applicant, e.g., name, address and telephone number.
\3\ See the SEC's Privacy Act Notice available at <a href="http://www.sec.gov/privacy.htm">www.sec.gov/privacy.htm</a>. Among other things, the privacy notice in Form ID will
include the authority that authorizes the solicitation of
information, the principal purpose for which the information is to
be used, the routine uses which may be made of the information, and
the effects of not providing the requested information.
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Form ID will also be revised to clarify that information provided
on the form may become publicly available. Form ID requires new filers
to provide mailing, business, and contact addresses; telephone numbers
for those addresses; and their email address. It is not uncommon for
individual filers or small business owners to list personal telephone
numbers and home addresses on Form ID. Although Form ID submissions are
not publicly posted, some information from Form ID is made public and
some information may be automatically incorporated in other filings.\4\
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\4\ In particular, the filer's mailing and business addresses
are generally posted on EDGAR as header information for most
filings.
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Separately, Volume I will be amended to alert filers that the staff
may request that filers provide relevant documents to support requests
to change a company name. Currently, Volume I requires that filers
maintain current company information in EDGAR. Changes to a filer's
company name are manually reviewed by SEC staff. Requesting that filers
provide documents supporting name changes will further the integrity of
EDGAR by helping assure that company names on accounts are accurate.
III. EDGAR System Changes and Associated Modifications to Volume II of
the EDGAR Filer Manual
EDGAR is being updated in Release 21.3, and corresponding
amendments to Volume II of the Filer Manual will be made to reflect
these changes, as described below.\5\
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\5\ EDGAR Release 21.3 will be deployed on or about September
20, 2021. EDGAR Release 21.2 was deployed on June 21, 2021.
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On April 8, 2020, the Commission adopted rules to modify the
registration, communications, and offering processes for business
development companies (``BDCs'') and other closed-end investment
companies under the Securities Act of 1933.\6\ As part of the
rulemaking, the Commission amended 17 CFR 230.424, 230.456, and 230.457
(Securities Act rules 424, 456, and 457), as well as Forms S-1, S-3, F-
1, and F-3 to permit issuers of certain continuously offered, exchange-
traded products that share a number of similarities to exchange-traded
funds, but are not registered under the Investment Company Act, to
elect to register an offering of an indeterminate amount of securities
and to pay registration fees in a manner consistent with mutual funds
and exchange-traded funds. Accordingly, EDGAR Release 21.3 will add new
submission form type 424I to permit these filers to register an
offering of ``Exchange-Traded Vehicle Securities,'' with registration
fees due annually on a net basis.
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\6\ See Securities Offering Reform for Closed-End Investment
Companies, Release 33-10771 (Apr. 8, 2020) [85 FR 33290 (June 1,
2020)].
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As part of that same rulemaking, the Commission adopted a
requirement that filings on Form 24F-2 be submitted in a structured
format. EDGAR Release 21.3 will introduce a Pilot phase for filing Form
24F-2 in a structured format.
On November 2, 2020, the Commission adopted a new rule and amended
an existing rule and forms to provide an updated, comprehensive
approach to the regulation and use of derivatives and certain other
transactions by mutual funds (other than money market funds), exchange-
traded funds, registered closed-end funds, and BDCs (collectively
``funds'').\7\ To implement these changes, EDGAR Release 21.3 will add
new submission form types N-RN and N-RN/A (formerly known as N-LIQUID
and N-LIQUID/A) to allow funds to report certain information
confidentially to the Commission. EDGAR Release 21.3 will also revise
submission form types N-CEN, N-CEN/A, NPORT-P, NPORT-P/A, NPORT-NP, and
NPORT-NP/A to allow funds to report certain information regarding
derivatives and other transactions.
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\7\ See Use of Derivatives by Registered Investment Companies
and Business Development Companies, Release No. IC-34084 (Nov. 2,
2020) [85 FR 83162 (Dec. 21, 2020)].
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On September 19, 2019, the Commission adopted recordkeeping,
reporting, and notification requirements applicable to security-based
swap dealers (``SBSDs'') and major security-based swap participants
(``MSBSPs''), securities count requirements applicable to certain
SBSDs, and additional recordkeeping requirements applicable to broker-
dealers to account for their security-based swap and swap
activities.\8\ Accordingly, EDGAR Release 21.3 will update EDGAR to
allow reports on Form X-17A-5 to be filed by two new categories of
registrants (SBSDs and MSBSPs).
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\8\ See Recordkeeping and Reporting Requirements for Security-
Based Swap Dealers, Major Security-Based Swap Participants, and
Broker-Dealers, Release No. 34-87005 (Sept. 19, 2019) [84 FR 68550
(Dec. 16, 2019)].
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On December 18, 2019, the Commission adopted rules requiring the
application of specific risk mitigation techniques to portfolios of
uncleared security-based swaps.\9\ To implement one of these rules,
which relates to the requirement to reconcile outstanding securities-
based swap transactions, EDGAR Release 21.3 will add new submission
form types SBS DISPUTE NOTICE and SBS DISPUTE NOTICE/A to allow SBSDs
and MSBSPs to provide the Commission with notices of certain valuation
disputes with their counterparties.
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\9\ See Risk Mitigation Techniques for Uncleared Security-Based
Swaps, Release No. 34-87782 (Dec. 18, 2019) [85 FR 6359 (Feb. 2,
2020)].
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On November 2, 2020, the Commission amended rules and forms to
simplify, harmonize, and improve certain aspects of the exempt offering
framework to promote capital formation while preserving or enhancing
important investor protections.\10\ To implement these rules, EDGAR
Release 21.3 will increase the Total Offering Amount in ``Item 13:
Offering and Sales Amounts'' from a maximum of $5 million to $10
million if any ``Rule 504'' (17 CFR 230.504) item is selected on
submission form types D and D/A.
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\10\ See Facilitating Capital Formation and Expanding Investment
Opportunities by Improving Access to Capital in Private Markets,
Release No. 33-10884 (Nov. 2, 2020) [86 FR 3496 (Jan. 14, 2021)].
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Also, the following updates will be made to Volume II of EDGAR
Filer Manual:
<bullet> EDGAR will no longer accept the IFRS-2019 Taxonomy. Please
see https://www.sec.gov/info/edgar/
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edgartaxonomies.shtml for a complete list of supported standard
Taxonomies in EDGAR.\11\
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\11\ Currently, taxonomies supported by EDGAR include USGAAP
2021, USGAAP 2020, SRT 2020, IFRS 2021, IFRS 2020, and IFRS 2019.
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<bullet> EDGAR will no longer use the description ``Taiwan,
Province of China'' for Taiwan and will only use the term ``Taiwan''
without a following modifier, in compliance with the U.S. Government's
Geopolitical Entities, Names, and Codes Standard. The state/country
list of values for all XML Schemas will be updated to reflect this
change.
<bullet> EDGAR will be updated to accept the SBSE-C Certification
form immediately after receiving the SBSE registration forms SBSE,
SBSE-A and SBSE-BD.
EDGAR Release 21.3 will also make general functional updates that
do not require changes to the Filer Manual. In particular:
<bullet> The EDGAR Filer Management, EDGAR Filing, and EDGAR Online
Forms Management websites will be updated to eliminate support for
Internet Explorer and add support for Microsoft Edge, in accord with
the SEC's move to Edge generally.
<bullet> The three websites will also be revised to include a
general privacy notice, similar to the more detailed privacy notice
that will be included in Form ID discussed in Section II.\12\ The
general privacy notice will link to the Privacy Act Notice available at
<a href="http://SEC.gov">SEC.gov</a> and to guidance for filers regarding how to remove personally
identifiable information (PII) inadvertently included in EDGAR
filings.\13\
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\12\ See supra note 3 and accompanying text. These websites
currently contain an EDGAR Privacy Notice, but that notice has been
superseded by the SEC's Privacy Act Notice available at <a href="http://www.sec.gov/privacy.htm">www.sec.gov/privacy.htm</a>.
\13\ See the SEC's Privacy Act Notice available at <a href="http://www.sec.gov/privacy.htm">www.sec.gov/privacy.htm</a>; Correct, withdraw, or delete a filing available at
<a href="https://www.sec.gov/edgar/filer-information/how-do-i#list_ref_3">https://www.sec.gov/edgar/filer-information/how-do-i#list_ref_3</a>.
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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, Room 1580,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Operating conditions may limit access to the
Commission's Public Reference Room.
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'').\14\ It follows that the amendments do not require
analysis under requirements of the Regulatory Flexibility Act \15\ or a
report to Congress under the Small Business Regulatory Fairness
Act.\16\
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\14\ 5 U.S.C. 553(b)(A).
\15\ 5 U.S.C. 601 through 612.
\16\ 5 U.S.C. 804(3)(C).
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The effective date for the updated Filer Manual and related rule
amendments is October 7, 2021. In accordance with the APA,\17\ 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.
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\17\ 5 U.S.C. 553(d)(3).
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VI. Statutory Basis
We are adopting the amendments to Regulation S-T and Form ID under
the authority in Sections 6, 7, 8, 10, and 19(a) of the Securities Act
of 1933,\18\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the
Securities Exchange Act of 1934,\19\ Section 319 of the Trust Indenture
Act of 1939,\20\ and Sections 8, 30, 31, and 38 of the Investment
Company Act of 1940.\21\
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\18\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\19\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
\20\ 15 U.S.C. 77sss.
\21\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects
17 CFR Part 232
Incorporation by reference, Reporting and recordkeeping
requirements, Securities.
17 CFR Part 239
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 general authority citation for part 232 continues to read 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.
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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 39 (September 2021). The requirements for filing
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 59 (September 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. Operating conditions may limit access to the
Commission's Public Reference Room. 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#c1a7a4a5b3a4a6efada4a6a0ad81afa0b3a0efa6aeb7"><span class="__cf_email__" data-cfemail="e98f8c8d9b8c8ec7858c8e8885a987889b88c78e869f">[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>.
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PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
0
3. The general authority citation for part 239 continues to read as
follows:
Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m,78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll,
78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26,
80a-29, 80a-30, and 80a-37; and sec. 107, Pub. L. 112-106, 126 Stat.
312, unless otherwise noted.
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0
4. Form ID (referenced in Sec. Sec. 239.63, 249.446, 269.7, and
274.402) is amended by revising the page titled ``General
Instructions'' to read as follows:
Note: The text of Form ID does not, and the amendments will
not, appear in the Code of Federal Regulations.
Form ID
Uniform Application for Access Codes to File on EDGAR
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General Instructions
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Privacy Act Statement
Authorities: The information is sought pursuant to 15 U.S.C. 77a et
seq., 15 U.S.C. 77aaa et seq., 78a et seq., 80a-1 et seq., and 17 CFR
232.10.
Purpose: The information solicited on this form will be used to
determine whether to allow applicants to make filings on EDGAR, and,
where access is granted, to establish and maintain the filer's EDGAR
account.
Routine Uses: Uses for the information collected can be found in
the System of Records Notice SEC-33: General Information Technology
Records. See <a href="https://www.sec.gov/about/privacy/sorn/sec-33_sec_general_information_technology_records.pdf">https://www.sec.gov/about/privacy/sorn/sec-33_sec_general_information_technology_records.pdf</a>.
Disclosure: Providing this information is voluntary. Failure to
provide the information requested on this form, however, may affect the
determination whether to allow applicants to make filings on EDGAR.
Please note that information submitted on Form ID may become
public.
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By the Commission.
Dated: September 20, 2021.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2021-21915 Filed 10-6-21; 8:45 am]
BILLING CODE 8011-01-P
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