Notice2021-24429
Proposed Collection; Comment Request
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
November 9, 2021
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 86 Issue 214 (Tuesday, November 9, 2021)</title>
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[Federal Register Volume 86, Number 214 (Tuesday, November 9, 2021)]
[Notices]
[Pages 62233-62234]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-24429]
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SECURITIES AND EXCHANGE COMMISSION
[SEC File No. 270-642, OMB Control No. 3235-0696]
Proposed Collection; Comment Request
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736
Extension:
Rules 15Fb1-1 through 15Fb6-2 and Forms SBSE, SBSE-A, SBSE-BD,
SBSE-C and SBSE-W
Notice is hereby given that pursuant to the Paperwork Reduction Act
of 1995 (``PRA'') (44 U.S.C. 3501 et seq.) the Securities and Exchange
Commission (``Commission'') is soliciting comments on the existing
collection of information provided for in Rules 15Fb1-1 through 15Fb6-2
and Forms SBSE, SBSE-A, SBSE-BD, SBSE-C and SBSE-W (17 CFR 240.15Fb1-1
through 240.15Fb6-2, and 17 CFR 249.1600, 249.1600a, 249.1600b,
249.1600c and 249.1601), under the Securities Exchange Act of 1934 (15
U.S.C. 78a et seq.). The Commission plans to submit this existing
collection of information to the Office of Management and Budget
(``OMB'') for extension and approval.
The Commission adopted Rules 15Fb1-1 through 15Fb6-2 and Forms
SBSE, SBSE-A, SBSE-BD, SBSE-C and SBSE-W on August 5, 2015 to create a
process to register SBS Entities. Forms SBSE, SBSE-A, and SBSE-BD and
SBSE-C were designed to elicit certain information from applicants. The
Commission uses the information disclosed by applicants through the SBS
Entity registration rules and forms to: (1) Determine whether an
applicant meets the standards for registration set forth in the
provisions of the Exchange Act; and (2) develop an information resource
regarding SBS Entities where members of the public may obtain relevant,
up-to-date information about SBS Entities, and where the Commission may
obtain information for examination and enforcement purposes. Without
the information provided through these SBS Entity registration rules
and forms, the Commission could not effectively determine whether the
applicant meets the standards for registration or implement policy
objectives of the Exchange Act.
The information collected pursuant to Rule 15Fb3-2 and Form SBSE-W
allows the Commission to determine whether it is appropriate to allow
an SBS Entity to withdraw from registration and to facilitate that
withdrawal. Without this information, the Commission would be unable to
effectively determine whether it was appropriate to allow an SBS Entity
to withdraw. In addition, it would be more difficult for the Commission
to properly regulate SBS Entities if it were unable to quickly identify
those that have withdrawn from the security-based swap business.
In 2017 there were approximately 55 entities that may need to
register as SBS Entities. That number has not changed. The Commission
estimates that these Entities likely would incur a total burden of
9,825 hours per year to comply with Rules 15Fb1-1 through 15Fb6-2 and
Forms SBSE, SBSE-A, SBSE-BD, SBSE-C and SBSE-W.
In addition, Rules 15Fb1-1 through 15Fb6-2 and Forms SBSE, SBSE-A,
SBSE-BD, SBSE-C and SBSE-W may impose certain costs on non-resident
persons that apply to be registered with the Commission as SBS
Entities, including an initial and ongoing costs associated with
obtaining an opinion of counsel indicating that it can, as a matter of
law, provide the Commission with access to its books and records and
submit to Commission examinations, and an ongoing cost associated with
establishing and maintaining a relationship with a U.S. agent for
service of process.
The staff estimates, based on internet research,\1\ that it would
cost each nonresident SBS Entity approximately $191 annually to appoint
and maintain a relationship with a U.S. agent for service of process.
Consequently, the total cost for all nonresident SBS Entities to
appoint and maintain relationships with U.S. agents for service of
process is approximately $4,202 per year.
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\1\ See, e.g., <a href="https://www.incorp.com/registered-agent-services/">https://www.incorp.com/registered-agent-services/</a>
(as of October 15, 2021, $129 per year), <a href="https://www.wolterskluwer.com/en/solutions/ct-corporation/registered-agent-services-solutions">https://www.wolterskluwer.com/en/solutions/ct-corporation/registered-agent-services-solutions</a> (as of October 15, 2021, $305 per year), and
<a href="https://www.ailcorp.com/services/registered-agent">https://www.ailcorp.com/services/registered-agent</a> (as of October 15,
2021, $149 per year). The staff sought websites that provided
pricing information and a comprehensive description of their
registered agent services. We calculated our estimate by averaging
the costs provided on these three websites-($129 + $305 + $149) / 3
= $191.
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Non-resident SBS Entities also would incur outside legal costs
associated with obtaining an opinion of counsel. The staff estimates
that each of the estimated 22 non-resident persons that likely will
apply to register as SBS Entities with the Commission would incur, on
average, approximately $25,000 in outside legal costs to obtain the
opinion of counsel necessary to register, and that the total annualized
cost for all nonresident SBS Entities to obtain this opinion of counsel
would be approximately $183,333. Nonresident SBS Entities would also
need to obtain a revised opinion of counsel after any changes in the
legal or regulatory framework that would impact the SBS Entity's
ability to provide, or manner in which it provides, the Commission with
prompt access to its books and records or that impacts the Commission's
ability to inspect and examine the SBS Entity. We do not believe this
would occur frequently, and therefore estimate that one non-resident
entity may need to recertify annually. Thus, the total ongoing cost
associated with obtaining a revised opinion of counsel regarding the
new regulatory regime would be approximately $25,000 annually.
Consequently, the total annualized cost burden associated with Rules
15Fb1-1 through 15Fb6-2 and Forms SBSE, SBSE-A, SBSE-BD, SBSE-C and
SBSE-W would be approximately $212,205 per year.
Written comments are invited on: (a) Whether the proposed
collection of information is necessary for the proper performance of
the functions of the Commission, including whether the information
shall have practical utility; (b) the accuracy of the Commission's
estimate of the burden of the proposed collection of information; (c)
ways to enhance the quality, utility, and clarity
[[Page 62234]]
of the information to be collected; and (d) ways to minimize the burden
of the collection of information on respondents, including through the
use of automated collection techniques or other forms of information
technology. Consideration will be given to comments and suggestions
submitted in writing within 60 days of this publication.
An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information under the PRA unless it
displays a currently valid OMB control number.
Please direct your written comments to: David Bottom, Director/
Chief Information Officer, Securities and Exchange Commission, c/o John
R. Pezzullo, 100 F Street NE, Washington, DC 20549, or send an email
to: <a href="/cdn-cgi/l/email-protection#82d2d0c3ddcfe3ebeee0edfac2f1e7e1ace5edf4"><span class="__cf_email__" data-cfemail="ecbcbeadb3a18d85808e8394ac9f898fc28b839a">[email protected]</span></a>.
Dated: November 3, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-24429 Filed 11-8-21; 8:45 am]
BILLING CODE 8011-01-P
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